UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 
 QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
quarterly period ended December 31, 2008
 Commission
file number: 333-144973
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 (Exact
name of small business issuer as specified in its charter)
 
 DELAWARE
                56-2646797(State
      of incorporation)
                (IRS
      Employer Identification No.)
 
 
 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,
WA 99208
 
 (Former
name, former address and former fiscal year, if changed since last
report)
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 xNo
o
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes oNo x
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  As of February 17, 2009, the
registrant had 8,477,779 shares of common stock, $.0001 par value, issued and
outstanding.
 
 Transitional
Small Business Disclosure Format (Check one): Yes oNo
x
  
  LIBERTY CAPITAL ASSET MANAGEMENT, INC.
 TABLE
OF CONTENTS


PAGEPART
      I Financial InformationItem
      1.
                        Financial Statements
                        3Item
      2.
                        Management’s Discussion and Analysis or Plan of
      Operation
                        12Item
      3AT.
                        Controls and Procedures
                        16PART
      II OTHER INFORMATIONItem
      1.
                        Legal Proceedings
                        17Item
      2.
                        Unregistered Sale of Equity Securities and Use of
      Proceeds
                        17Item
      3.
                        Defaults Upon Senior Securities
                        17Item
      4.
                        Submission of Matters to a Vote of Security
      Holders
                        17Item
      5.
                        Other Information
                        17Item
      6.
                        Exhibits
                        17SIGNATURES
                        18
 
  
  PART I   FINANCIAL INFORMATION
 
 Item
1.  Financial Statements (unaudited)
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
BALANCE SHEET
 DECEMBER
31, 2008
 (Unaudited)
 
 ASSETS:Current
      assets:Cash
                                        
                                        $
                                        45,840Loan
      receivable
                                        
                                        
                                        670,948Loans
      held for Investment
                                        
                                        
                                        5,015,485Stock
      subscription receivable
                                        
                                        
                                        85,715Accounts
      receivable
                                        
                                        
                                        42,074Other
      current assets
                                        
                                        
                                        1,100Total
      current assets
                                        
                                        
                                        5,861,162Property
      and equipment, net
                                        
                                        
                                        352,354TOTAL
      ASSETS
                                        
                                        $
                                        6,213,515LIABILITIES
      AND STOCKHOLDERS' EQUITYLIABILITIES:Current
      liabilities:Accounts
      payable and accrued expenses
                                        
                                        $
                                        327,884Notes
      payable
                                        
                                        
                                        356,028Notes
      payable related party
                                        
                                        
                                        103,964Total
      current liabilities
                                        
                                        
                                        787,876TOTAL
      LIABILITIES
                                        
                                        
                                        787,876Stockholders'
      equity:Common
      stock 75,000,000 authorized, $0.001 par value, 8,477,779 issued and
      outstanding
                                        
                                        
                                        848Additional
      paid-in capital
                                        
                                        
                                        4,745,302Accumulated
      earnings
                                        
                                        
                                        679,489Total
      stockholders' equity
                                        
                                        
                                        5,425,640TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                        
                                        $
                                        6,213,515
  See
accompanying notes to consolidated financial statements
  Table of Contents
 3
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
STATEMENT OF OPERATIONS
 DECEMBER
31, 2008
 (Unaudited)
  Three
      Months
                                                    Ended
                                                  
                                                  
                                                  Three
      Months
                                                    Ended
      (1)
                                                  
                                                  
                                                  Nine
      Months
                                                    Ended
                                                  
                                                  
                                                  Nine
      Months
                                                    Ended
      (1)December 31, 2008
                                                  
                                                  
                                                  December 31, 2007
                                                  
                                                  
                                                  December 31, 2008
                                                  
                                                  
                                                  December 31, 2007Revenues:Asset
      liquidation
                                                  
                                                  $
                                                  598,459
                                                  
                                                  
                                                  $
                                                  1,278,492
                                                  
                                                  
                                                  $
                                                  2,260,181
                                                  
                                                  
                                                  $
                                                  1,278,492Cost
      of Sales
                                                  
                                                  
                                                  67,683
                                                  
                                                  
                                                  
                                                  415,280
                                                  
                                                  
                                                  
                                                  527,028
                                                  
                                                  
                                                  
                                                  415,280Gross
      Profit
                                                  
                                                  
                                                  530,775
                                                  
                                                  
                                                  
                                                  863,211
                                                  
                                                  
                                                  
                                                  1,733,152
                                                  
                                                  
                                                  
                                                  863,211Expenses:Salary
      & wages & payroll taxes
                                                  
                                                  
                                                  312,333
                                                  
                                                  
                                                  
                                                  276,000
                                                  
                                                  
                                                  
                                                  897,462
                                                  
                                                  
                                                  
                                                  276,000Selling,
      general and administrative
                                                  
                                                  
                                                  107,978
                                                  
                                                  
                                                  
                                                  129,908
                                                  
                                                  
                                                  
                                                  315,456
                                                  
                                                  
                                                  
                                                  129,908Professional
      fees
                                                  
                                                  
                                                  30,000
                                                  
                                                  
                                                  
                                                  31,100
                                                  
                                                  
                                                  
                                                  209,304
                                                  
                                                  
                                                  
                                                  31,100Total
      expenses
                                                  
                                                  
                                                  450,311
                                                  
                                                  
                                                  
                                                  437,008
                                                  
                                                  
                                                  
                                                  1,422,222
                                                  
                                                  
                                                  
                                                  437,008Income
      from operations
                                                  
                                                  
                                                  80,464
                                                  
                                                  
                                                  
                                                  426,203
                                                  
                                                  
                                                  
                                                  310,930
                                                  
                                                  
                                                  
                                                  426,203Other
      (expense) incomeInterest
      expense
                                                  
                                                  
                                                  (7,140
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (19,042
                                                  )
                                                  
                                                  
                                                  -Total
      other (expense) income
                                                  
                                                  
                                                  (7,140
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (19,042
                                                  )
                                                  
                                                  
                                                  -Net
      income
                                                  
                                                  $
                                                  73,324
                                                  
                                                  
                                                  $
                                                  426,203
                                                  
                                                  
                                                  $
                                                  291,888
                                                  
                                                  
                                                  $
                                                  426,203Net
      income per share basic and diluted
                                                  
                                                  $
                                                  0.01
                                                  
                                                  
                                                  $
                                                  0.20
                                                  
                                                  
                                                  $
                                                  0.06
                                                  
                                                  
                                                  $
                                                  0.20Weighted
      average number of common sharesshares
      outstanding, basic and diluted
                                                  
                                                  
                                                  7,811,606
                                                  
                                                  
                                                  
                                                  2,100,000
                                                  
                                                  
                                                  
                                                  5,042,718
                                                  
                                                  
                                                  
                                                  2,100,000
  
  See
accompanying notes to consolidated financial statements
  Table of Contents
 4
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 FOR
THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007
 (Unaudited)
  2008
                                      
                                      
                                      2007Cash
      flows from operating activities:Net
      income
                                      
                                      $
                                      291,888
                                      
                                      
                                      $
                                      426,203Adjustments
      to reconcile net income (loss) from operations to net cash (used
      in)provided
      by operations:Depreciation
      and amortization
                                      
                                      
                                      
                                      
                                      
                                      
                                      23,865Changes
      in operating assets and liabilities:(Increase)
      decrease in accounts receivable and receivables from loans sold,
      net
                                      
                                      
                                      (465,958
                                      )
                                      
                                      
                                      (230,828
                                      )(Increase)
      decrease in stock subscription receivable
                                      
                                      
                                      (85,715
                                      )
                                      
                                      
                                      --(Increase)
      decrease in other current assets
                                      
                                      
                                      18,900Increase
      (decrease) in accounts payable and accrued expenses
                                      
                                      
                                      (30,700
                                      )
                                      
                                      
                                      177,154Net
      cash (used in) provided by operating activities
                                      
                                      
                                      (272,285
                                      )
                                      
                                      
                                      396,394Cash
      flows from investing activities:Purchase
      of fixed assets
                                      
                                      
                                      (3,499
                                      )
                                      
                                      
                                      (367,324
                                      )Net
      cash used in investing activities
                                      
                                      
                                      (3,499
                                      )
                                      
                                      
                                      (367,324
                                      )Cash
      flows from financing activities:Proceeds
      from notes payable
                                      
                                      
                                      356,028
                                      
                                      
                                      
                                      --Proceeds
      from related notes payable
                                      
                                      
                                      103,964
                                      
                                      
                                      
                                      --Dividends
      paid on investment
                                      
                                      
                                      (195,838
                                      )
                                      
                                      
                                      (48,174
                                      )Net
      cash provided by (used in) financing activities
                                      
                                      
                                      264,154
                                      
                                      
                                      
                                      (48,174
                                      )Net
      decrease in cash and cash equivalents
                                      
                                      
                                      (11,630
                                      )
                                      
                                      
                                      (19,104
                                      )Cash
      and cash equivalents, beginning of period
                                      
                                      
                                      34,210
                                      
                                      
                                      
                                      --Cash
      and cash equivalents, end of period
                                      
                                      $
                                      45,840
                                      
                                      
                                      $
                                      19,104Supplemental
      disclosure of cash flow informationInterest
      paid
                                      
                                      $
                                      --
                                      
                                      
                                      $
                                      --
  See
accompanying notes to consolidated financial statements
  Table of Contents
 5
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
 AS
OF DECEMBER 31, 2008
 (Unaudited)
  AdditionalCommon
      Stock
                            
                            
                            Paid
      in
                            
                            
                            Accumulated
                            
                            
                            Stockholders'Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Earnings
                            
                            
                            EquityMarch
      31, 2008
                            
                            
                            2,597,500
                            
                            
                            $
                            260
                            
                            
                            $
                            4,919,169
                            
                            
                            $
                            387,602
                            
                            
                            $
                            5,307,031Stock
      Issuance
                            
                            
                            5,308,850
                            
                            
                            
                            531
                            
                            
                            
                            (531
                            )
                            
                            
                            
                            
                            
                            
                            -Post
      Merger
                            
                            
                            7,906,350
                            
                            
                            
                            791
                            
                            
                            
                            4,918,638
                            
                            
                            
                            387,602
                            
                            
                            
                            5,307,031Adjustment
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -Stock
      Issuance
                            
                            
                            571,429
                            
                            
                            
                            57
                            
                            
                            
                            (173,336
                            )
                            
                            
                            
                            
                            
                            
                            (173,279
                            )Net
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            291,888
                            
                            
                            
                            291,888-December
      31, 2008
                            
                            
                            8,477,779
                            
                            
                            $
                            848
                            
                            
                            $
                            4,745,302
                            
                            
                            $
                            679,489
                            
                            
                            $
                            5,425,640
 
 See
accompanying notes to consolidated financial statements
  Table of Contents
 6
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Unaudited)
 
 (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 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
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Regulation S-B as
promulgated by the Securities and Exchange Commission (“SEC”).
 Accordingly, these financial statements do not include all of the
disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements.  These unaudited
interim financial statements should be read in conjunction with the Company’s
audited financial statements for the year ended March 31, 2008.  In the
opinion of management, the unaudited interim financial statements furnished
herein includes all adjustments, all of which are of a normal recurring nature,
necessary for a fair statement of the results for the interim period presented.
 Operating results for the nine month period ended December 31, 2008 are
not necessarily indicative of the results that may be expected for the year
ending March 31, 2009.
 
 The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities known to exist as
of the date the financial statements are published, and the reported amounts of
revenues and expenses during the reporting period.  Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of the
Company’s financial statements; accordingly, it is possible that the actual
results could differ from these estimates and assumptions and could have a
material effect on the reported amounts of the Company’s financial position and
results of operations.
  (2)           Summary
of Significant Accounting Principles:
 
  Basis
of Presentation:
 
 The
accompanying financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America. 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 the United States or any
specific region of the United States real estate market could have a materially
adverse impact on the Company's operations.
  Concentration
of Credit Risks:
 
 Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principaly of temporary cash investments, trade receivables and
marketable securities.
  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 of mortgage loans held for
sale, mortgage servicing rights, and the recoverability of property and
equipment through future operating profits.  Actual results could
materially differ from those estimates.
  Table of Contents
 7
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Unaudited)
  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.
 
 Earnings
Per Share:
 
 The
Company has adopted Statement of Financial Accounting Standards No. 128, which
provides for calculation of "basic" and "diluted" earnings per
share.  Basic earnings per share includes no dilution and is computed
by dividing net income (loss) available to common shareholders by the weighted
average common shares outstanding for the period.  Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to fully diluted earnings per
share.  Basic and diluted loss per share was the same, at the
reporting dates, as there were no common stock equivalents
outstanding.
 
 Fair
Value of Financial Instruments:
 
 The
Company's financial instruments as defined by Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
include cash, trade accounts receivable, and accounts payable and accrued
expenses.  All instruments are accounted for on a historical cost
basis, which, due to the short maturity of these financial instruments,
approximates fair value at December 31, 2008, September 30, 2008 and March 31,
2008.
 
 SFAS No.
157, “Fair Value Measurements(“SFAS 157), define fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the
inputs used in measuring fair value as follows: Level 1. Observable inputs
such as quoted prices in active markets; Level 2. Inputs, other than the
quoted prices in active markets, that are observable either directly or
indirectly; and Level 3. Unobservable inputs in which there is little or no
market data, which requires the reporting entity to develop its own
assumptions.
 
 The
Company does not have any assets or liabilities measured at fair value on a
recurring basis at December 31, 2008.
 
 Provision
for Taxes:
 
 Income
taxes are provided for using the liability method of accounting in accordance
with SFAS No. 109 “Accounting for Income Taxes,” and clarified by FIN
48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB
Statement No. 109.”  A deferred tax asset or liability is
recorded for all temporary differences between financial and tax
reporting.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
basis.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
 
 The
Company has not taken a tax position that, if challenged, would have a material
effect on the financial statements for the twelve-months ended March 31, 2009,
or during the prior three years applicable under FIN 48.
 
 As a
result of the adoption of FIN 48, we did not recognize any adjustment to
the liability for uncertain tax position and therefore did not record any
adjustment to the beginning balance of accumulated deficit on the consolidated
balance sheet.
  Table of Contents
 8
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Unaudited)
 
 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
seven years. 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.
  Revenue
and Cost Recognition:
 
 Revenue
from the sale of loans is recognized at the time the loans are sold or when the
Company has shipped the loan file to independent investors consistent with the
criteria established in SFAS No. 140, “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities.”  At this point,
all of the services required to be performed for such revenues have been
completed.  Loan origination costs and incremental direct costs are
deferred and recognized over the term of the loan as an adjustment of the loan
yield until the loan is sold.  Incremental direct costs include credit
reports, appraisal fees, document preparation fees, wire fees, tax and filing
fees, funding fees and commissions.  When the loan is sold and service
is released, the unamortized loan origination costs and incremental direct
selling costs are netted against the revenue and recorded to the statement of
operations.  Revenue from the servicing of loans is recognized as
earned.
  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.
  Table of Contents
 9
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Unaudited)
 
 
 (3)          
Mortgage Loans Held for Investment:
 
 On December 31, 2007, the Company acquired a portfolio
of 4,466 mortgage loans of  for a value of $5,015,485with a face value in excess of $108 million dollars.The loans were purchased at a discount and are scheduled to be re-
performing or sold at foreclosure, during the next 180 days and liquidated for
cash.
Management intends to resale the loans or work with a borrower to conform the
loan into performing status.
 (4)           Derivative
Instruments:
 
 The
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 133, “Accounting for Derivative Instruments and Hedging
Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137,
“Accounting for Derivative Instruments and Hedging Activities – Deferral of the
Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain
Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149,
“Amendment of Statement 133 on Derivative Instruments and Hedging
Activities”.  These statements establish accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  They require
that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value.
 
 If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.
 
 At
December 31, 2008 and 2007, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.
 
 (5)           Equity:
 
 Common Stock The
Company is authorized to issue 75,000,000 shares of common stock.  
There were 8,377,779 shares of common stock outstanding as of December 31,
2008.  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 December 05, 2008, there were warrants outstanding to purchase a total of
2,853,175 shares of our common stock.  These warrants may be exercised
at prices ranging from $1.50 to $2.00 and expire between 2008 and
2013.
  Pre reverse merger, (November 3, 2008),
the Company had outstanding 7,906,350 shares of common stock.An additional 571,429 shares were issued
after the reverse merger.
  (6)           Notes payable:
 
 On June 25, 2008 the Company entered into
two short term promissory notes with investors totaling
$382,000.The Company repaid $25,972 of the notes, leaving a balance of $356,028.  The notes
carry an interest rate of 16% per
annum.
  Table of Contents
 10
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008
 (Unaudited)
 
 
 (7)          
Related Party Transactions:
 
 As of
December 31, 2008, the Company CEO advanced the Company $103,964, for working capital
needs.
 
 (8)          
Provision for Taxes:
 
 The
Company has adopted FASB No. 109 for reporting purposes. As of March 31, 2008
the Company had net operating loss carry forwards of approximately $10,516 that
may be available to reduce future years’ taxable income and will expire
beginning in 2028. Availability of loss usage is subject to change of ownership
limitations under Internal Revenue Code 382. Future tax benefits which may arise
as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and
accordingly, the Company has recorded a valuation allowance for the future tax
loss carry-forwards.
 
 We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. Per Statement of Accounting Standard No. 109 – Accounting for
Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No.109, when it is more likely than
not that a tax asset cannot be realized through future income the Company must
allow for this future tax benefit.  We provided a full valuation allowance
on the net deferred tax asset, consisting of net operating loss carry-forwards,
because management has determined that it is more likely than not that we will
not earn income sufficient to realize the deferred tax assets during the
carry-forward period.
  Table of Contents
 11
  Item 2. 
Management's Discussion and Analysis of Financial Condition and Plan of
Operations.
 
 Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
  Information
set forth herein contains "forward-looking statements" which can be identified
by the use of forward-looking terminology such as "believes," "expects," "may,”
“should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. No assurance can be given
that the future results covered by the forward-looking statements will be
achieved. The Company cautions readers that important factors may affect the
Company’s actual results and could cause such results to differ materially from
forward-looking statements made by or on behalf of the Company. These include
the Company’s lack of historically profitable operations, dependence on key
personnel, the success of the Company’s business, ability to manage anticipated
growth and other factors identified in the Company's filings with the Securities
and Exchange Commission.
  General
  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 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 maintains offices at 2470 Saint Rose Parkway, Suite 314, Henderson,
Nevada 89074.
 
 Business
Development
 
 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 last six months, 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 The Company has worked with.
 
 Business Proposition
The 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.
  Table of Contents
 12
 
 Evaluation of Segmentation of Loan
market:
 
 ·
              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.
 
 ·
              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.
 
 ·
              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.
 
 On
August 19, 2008, the Company accepted the resignation of David Taigen as
Corporate Secretary and subsequently appointed Sarah R. Kunkle to serve as its
Corporate Secretary effective immediately.
 
 On
November 3, 2008, David Taigen resigned from the position of Chief Executive
Officer, Chief Financial Officer and Director of the Company.  Mr.
Taigen resigned for personal reasons and has no disputes or disagreements with
the Company.  On November 3, 2008, the Board accepted the resignation of
Mr. Taigen and elected Michael Barron and Lee Shorey to the Company’s Board of
Directors.
 
 Also on
November 3, 2008, the board of directors of the Company appointed Michael A.
Barron to the position of Chief Executive Officer and Lee Shorey to the position
of Chief Financial Officer and Treasurer.
  Table of Contents
 13
 
 Plan
of Operation
  The
following discussion is intended to assist in the understanding and assessment
of changes and trends related to the results of operations and financial
condition of Liberty Capital Asset Management, Inc. This discussion and analysis
should be read in conjunction with our consolidated financial statements and
notes thereto included elsewhere in this Quarterly Report on Form 10-Q for
the period ended December 31, 2008.
 
 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
during fiscal year.
  Executive
Overview
  Our
common stock was approved for quotation on the Over the Counter Bulletin Board
(OTCBB) on August 18, 2008 under the ticker symbol CPOT. Prior to September 30,
2008 there were no trades for our common stock.  Subsequent to this
time the common stock has begun trading with a price range between $0.44 and
$0.56.  There can be no assurance or guarantee that a market will continue
to develop for the Company’s common stock in the future.  If a market
for the common stock is not developed investors would be unable to sell their
common stock and likely lose their investment in its entirety.  In the
third quarter of 2008 Management plans to focus efforts on obtaining additional
financing either through the sale of common shares through private placement
sales or by securing debt financing.  The Company cannot provide any
assurance it will be successful in obtaining proceeds by either of these means
and failure to do so would result in its business to fail and a complete loss of
any investment made into the Company.
  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.
  Revenues generated from reperforming, sale of loans and
fee revenue was $598,459 as compared to$1.3 million for the three months ended
December 31, 2007. For the nine months ended December 31, 2008 revenues from the
sale of loans were $2.3 million as compared to $1.3 million during the same
period of the prior year.
 
 Selling, general and administrative, (SG&A),
expenses were $107,978 for the three  month period ended December 31,
2008, as compared to $129,908 for the same period in the prior year. For the
nine monts ended December 31, 2008, SG&A was $315,456 as compared to
$129,908 for the same period in the prior year.  Salary and payroll
taxes were $312,333 for the three month period ended December 31, 2008 as
compared to $276,000 for the same period in the prior
year.  Professional fees were $30,000 for the three month period ended
December 31, 2008 as compared to $31,100 during the same period of the prior
year. For the nine months ended December 31, 2008 professional fees were
$209,304 as compared to $31,100.
 
 Interest expense was $7,140 and $19,402 for the three
and nine month period ended December 31, 2008, respectively.
 
 Income from operationswas $80,464,for the three month ended December 31,
2008as compared to income of $426,203from the same period in the prior year.  For the nine months ended December 31,
2008, the Company had aincomeof operationsof $310,930 as compared to income of $426,203 during the
same period in the prior year.Net income for the three months ended December 31, 2008
was $73,324, as comparedtonet incomeof $426,203for the same
period in the prior year..  For the nine months ended December 31,
2008 the Company had a netincomeof
$291,888as compared to a netincomeof
$426,203for the same period in the prior
year.The Company's
operations in the prior year occurred
between October 1, 2007 and December 31, 2007.  The nine month
comparison only included operations of three
months.
 
 Table of Contents
 14
 
 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. If our loan volume increases too rapidly, the increase could have
a severe impact on our liquidity.  Warehouse credit facilities limit
the amount that may be advanced on each loan funded.  Therefore, cash
must be used to fund the additional dollars needed to close
escrow.  The revenue is not recognized until the loan is
sold.  Thus, it is crucial that loan volume is monitored.
 
 Cash
Flows
  Net cash used for operating activities for the nine
months ended December 31, 2008 was $272,285 as compared to net cash provided by
operating activities for the nine months ended December 31, 2007 of $396,394.
The primary sources of cash used for the nine months ended December 31, 2008 was
from net income of $291,188, increase in loan receivable of $465,958, increase
in stock subscription receivable $85,715, decrease in other current assets of
$18,900 and decrease in accounts payable and accrued expenses of
$30,700.  The primary sources of cash provided by the nine months
ended December 31, 2007 was from a net income of $426,203, depreciation of
$23,865, increase in accounts receivable of $230,828 and an increase in accounts
payable of $177,154.
  Net cash used for investing activities during the nine
months ended December 31, 2008 and December 31, 2007 was $3,499 and $367,324,
respectively.  Net cash used for investing activities was primarily
for the purchase of equipment.
 
 Net cash provided by financing activities for the nine
months ended December 31, 2008 was $264,154, consisting primarily of proceeds of
notes payable related party of $103,964, proceeds of notes payable of $356,028
and dividends paid on investment of $195,838.  Net cash provided by
financing activities for the nine months ended December 31, 2007 was $$48,174,
which were the payments of dividends.
 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 2009.
  Table of Contents
 15
 
 Item 3A(T)   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 December 31, 2007.
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
December 31, 2008, 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 Quarterly Report on Form 10-QSB. 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 December 31, 2008.
 
 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
quarterly 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 quarter ended December 31, 2008 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.
  Table of Contents
 16
 
 PART
II - OTHER INFORMATION
 
 Item 1. Legal Proceedings
 
 To the
knowledge of the officers and directors of the Company, neither the Company nor
any of its officers or directors is a party to any material legal proceeding or
litigation and such person know of no material legal proceeding or litigation
contemplated or threatened.  None of the officers or directors has
been convicted of a felony or misdemeanor relating to securities or performance
in corporate office.
 
 Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
 None.
 
 Item 3. Defaults Upon Senior Securities
 None.
 
 Item 4. Submission of Matters to Vote of Security
Holders
 None.
 
 Item 5. Other Information
 None.
 
 Item  6. Exhibits and Reports on Form
8-K
 
 Exhibit
      Number
              
              Description31
              
              Section 302 Certification of Chief Executive
      and Chief Financial Officer32
              
              Certification Pursuant to 18 U.S.C. Section
      1350, as Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of
      2002
 
 Report on Form
8-K.Form 8-K filed on November 3, 2008, Completion of
Acquisition, Change in Name, and Resignation and Appointment of
Officers..
  
  Table of Contents
 17
  SIGNATURES
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
 Date:
      February 25, 2009
                  Liberty
      Capital Asset Management, Inc.By: /s/ Michael A.
  BarrronChief
      Executive Officer
   Table of Contents
 18