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, 2009


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.)





6650 Via
Austi Parkway, Suite 170,


Las
Vegas, Nevada 89119


(Address
of principal executive offices)





702
- 598 5896


(Issuer’s
telephone number)







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.


x o




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


o 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 December 31, 2009, the
registrant had 17,589,686 shares of common stock, $.0001 par value, issued and
outstanding.
 
 Transitional
Small Business Disclosure Format (Check one):


o 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
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            17Item
      4T.
            Controls
      and Procedures
            18PART
      II OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            19Item
      2.
            Unregistered
      Sale of Equity Securities and Use of Proceeds
            20Item
      3.
            Defaults
      Upon Senior Securities
            20Item
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      Information
            20Item
      6.
            Exhibits
            20SIGNATURES
            
            21










PART
I   FINANCIAL INFORMATION





Item
1.  Financial Statements (unaudited)





LIBERTY
CAPITAL ASSET MANAGEMENT, INC.


CONSOLIDATED
BALANCE SHEETS


DECEMBER
31, 2009


(Unaudited)





December
      31,
            
            
            March
      31,2009
            
            
            2009ASSETS:Current
      assets:Cash
            
            $
            859
            
            
            $
            20,304Loan
      receivable
            
            
            653,897
            
            
            
            775,820Loans
      held for investment
            
            
            3,262,868
            
            
            
            4,494,598Accounts
      receivable
            
            
            -
            
            
            
            42,074Total
      current assets
            
            
            3,917,624
            
            
            
            5,332,795Property
      and equipment, net
            
            
            210,231
            
            
            
            261,914TOTAL
      ASSETS
            
            $
            4,127,855
            
            
            $
            5,594,710LIABILITIES
      AND STOCKHOLDERS' EQUITYLIABILITIES:Current
      liabilities:Accounts
      payable and accrued expenses
            
            $
            934,375
            
            
            $
            478,172Notes
      payable
            
            
            270,365
            
            
            
            356,028Notes
      payable related party
            
            
            136,590
            
            
            
            192,236Total
      current liabilities
            
            
            1,341,330
            
            
            
            1,026,436TOTAL
      LIABILITIES
            
            
            1,341,330
            
            
            
            1,026,436Stockholders'
      equity:Common
      stock, par value $0.0001, 75,000,000 sharesauthorized,
      17,589,686 and 8,477,779 issued andoutstanding
      as of December 31, 2009 and 2008, respectively
            
            
            1,759
            
            
            
            858Additional
      paid-in capital
            
            
            5,779,746
            
            
            
            5,290,737Accumulated
      deficit
            
            
            (2,994,981
            )
            
            
            (723,321
            )Total
      stockholders' equity
            
            
            2,786,525
            
            
            
            4,568,274TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            4,127,855
            
            
            $
            5,594,710




See
accompanying notes to consolidated financial statements




3





LIBERTY
CAPITAL ASSET MANAGEMENT, INC.


CONSOLIDATED
STATEMENT OF OPERATIONS


FOR
THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008


(Unaudited)




For
      the Three
              Months
      Ended
            
            
            For
      the Three
              Months
      Ended
            
            
            For
      the Nine
              Months
      Ended
            
            
            For
      the Nine
              Months
      EndedDecember
      31,
            
            
            December
      31,
            
            
            December
      31,
            
            
            December
      31,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenues:Asset
      liquidation revenue
            
            $
            36,132
            
            
            $
            598,459
            
            
            $
            511,502
            
            
            $
            2,329,931Cost
      of Sales
            
            
            -
            
            
            
            67,683
            
            
            
            113,743
            
            
            
            215,322Gross
      Profit
            
            
            36,132
            
            
            
            530,775
            
            
            
            397,759
            
            
            
            2,114,609Expenses:Salary
      & wages & payroll taxes
            
            
            82,277
            
            
            
            312,333
            
            
            
            351,641
            
            
            
            897,462Selling,
      general and administrative
            
            
            121,829
            
            
            
            107,978
            
            
            
            583,094
            
            
            
            404,416Professional
      fees
            
            
            246,373
            
            
            
            30,000
            
            
            
            415,138
            
            
            
            501,010Depreciation
      expense
            
            
            18,860
            
            
            
            -
            
            
            
            55,673
            
            
            
            790Total
      expenses
            
            
            469,340
            
            
            
            450,311
            
            
            
            1,405,546
            
            
            
            1,803,679(Loss)
      income from operations
            
            
            (433,207
            )
            
            
            80,464
            
            
            
            (1,007,787
            )
            
            
            310,930Other
      (expense) incomeInterest
      expense
            
            
            3,208
            
            
            
            (7,140
            )
            
            
            (32,143
            )
            
            
            (19,042
            )Write
      down of investment
            
            
            -
            
            
            
            -
            
            
            
            (1,231,730
            )
            
            
            -Total
      other (expense) income
            
            
            3,208
            
            
            
            (7,140
            )
            
            
            (1,263,873
            )
            
            
            (19,042
            )Net
      (loss) income
            
            $
            (430,000
            )
            
            $
            73,324
            
            
            $
            (2,271,660
            )
            
            $
            291,888Net
      (loss) per share basic and diluted
            
            $
            (0.03
            )
            
            $
            0.01
            
            
            $
            (0.21
            )
            
            $
            0.06Weighted
      average number of common sharesshares
      outstanding, basic and diluted
            
            
            16,149,453
            
            
            
            7,811,606
            
            
            
            10,570,712
            
            
            
            5,042,718




See
accompanying notes to consolidated financial statements


4


LIBERTY
CAPITAL ASSET MANAGEMENT, INC.


CONSOLIDATED
STATEMENT OF CASH FLOWS


FOR
THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008


(Unaudited)




December
      31,
            
            
            December
      31,2009
            
            
            2008Cash
      flows from operating activities:Net
      (loss) income
            
            $
            (2,271,660
            )
            
            $
            291,888Adjustments
      to reconcile net loss from operations to net cash used in
      operations:Depreciation
      and amortization
            
            
            55,673
            
            
            
            -Write
      down of investment
            
            
            1,231,730
            
            
            
            -Stock
      issued for services
            
            
            91,309
            
            
            
            -Stock
      issued for compensation
            
            
            6,549
            
            
            
            -Stock
      issued for debt
            
            
            391,161
            
            
            
            -Changes
      in operating assets and liabilities:(Increase)
      decrease in loan receivable
            
            
            121,924
            
            
            
            (441,369
            )(Increase)
      decrease in accounts receivable
            
            
            42,074
            
            
            
            (25,690
            )(Increase)
      decrease in stock subscription receivable
            
            
            -
            
            
            
            (85,715
            )Increase
      (decrease) in accounts payable and accrued expenses
            
            
            456,193
            
            
            
            (10,700
            )Net
      cash provided by (used in)  operating activities
            
            
            124,953
            
            
            
            (271,585
            )Cash
      flows from investing activities:Purchase
      of fixed assets
            
            
            (3,990
            )
            
            
            (3,499
            )Net
      cash used in investing activities
            
            
            (3,990
            )
            
            
            (3,499
            )Cash
      flows from financing activities:Proceeds
      from Notes Payable
            
            
            184,683
            
            
            
            356,028Payments
      from Notes Payable
            
            
            (270,345
            )
            
            
            -Proceeds
      from Related Notes Payable
            
            
            115,944
            
            
            
            103,964Payments
      for related notes payable
            
            
            (171,590
            )
            
            
            -Issuance
      of Stock
            
            
            901
            
            
            
            -Dividends
      paid on investment
            
            
            -
            
            
            
            (173,279
            )Net
      cash (used in) provided by financing activities
            
            
            (140,407
            )
            
            
            286,713Net
      decrease in cash and cash equivalents
            
            
            (19,444
            )
            
            
            11,630Cash
      and cash equivalents, beginning of period
            
            $
            20,304
            
            
            $
            34,210Cash
      and cash equivalents, end of period
            
            $
            859
            
            
            $
            45,840Supplemental
      disclosure of cash flow informationInterest
      paid
            
            $
            46,308
            
            
            $
            -




See
accompanying notes to consolidated financial statements


5


LIBERTY
CAPITAL ASSET MANAGEMENT, INC.


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009


(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
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 engaged in generating revenues from
reperforming, sale of loans and fee revenue since July 1, 2007.  Due
to the economic downturn of the mortgage industry the Company plans to maintain
its portfolio of loans, until such time that the market recovers.  The
Company is will generate its revenues from reperforming the
loans.





On
January 21, 2010, by shareholder approval, Liberty Capital Asset Management,
Inc. (the “Company”) completed an Asset Purchase Agreement dated November 23,
2009, with Las Vegas Railway Express (“LVRE”) to acquire 100% of the issued and
outstanding stock of LVRE for the total consideration of twenty million common
shares, four million of which will be paid at closing and the remaining sixteen
million shares are to be received by LVRE according to a performance schedule
contained within the agreement, 2,000,000 shares upon the procurement of an
approval from Union Pacific Railroad to allow the Company to operate a passenger
train over Union Pacific trackage; 2,000,000 shares upon the procurement of an
approval from BNSF to allow the operation of a passenger train over BNSF
trackage; 4,000,000 shares upon procurement of a train railset of passenger cars
either under a lease or purchase by LVRE to be operated on the planned route;
4,000,000 shares upon procurement of a train haulage agreement of passenger cars
by any approved haulage company such as Amtrak, Herzog, Rail America or any
Class 1 railroad company and 4,000,000 shares upon the first actual operating
run on the planned route.   The market price of the shares on
November 23, 2009 was $0.04 per share.


LVRE will
become a wholly owned subsidiary of Liberty Capital Asset Management, as well as
its primary business.   LVRE is a start-up concept with no
revenues, but management believes the prospect of restoring conventional
passenger rail service to the Los Angeles to Las Vegas corridor has merit. LVRE
has made substantial progress with the Class 1 railroad companies and Amtrak
toward making the service a reality.





Going
Concern:





For the
nine months ended December 31, 2009, the Company has suffered losses from
operations of approximately $2.3 million.  A substantial portion of the
Company’s cumulative net loss is attributable to non-cash operating expenses of
$1,231,730, however until the Company can sustain its profitability; a
substantial doubt exists about the Company’s ability to continue as a going
concern.





(2)           Summary
of Significant Accounting Policies:





Basis
of Presentation:


The
accompanying unaudited consolidated interim 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.




6




LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009
 unaudited)


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
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.





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. 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 December 31, 2009, the Company
did not have any Goodwill recorded.




7




LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009
 (unaudited)


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 as the amounts are
anti-dilutive.





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 $97,858 and $0 for the nine months ended December 31, 2009 and
2008, respectively.





Stock
Issued for Debt:





For the
quarter ended December 31, 2009, the Company issued 7,838,907 of its common
stock valued at $0.05 per share for the reduction of debt totaling
$431,935.




8




LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009
 (unaudited)


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.





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 December 31, 2009,
the Company has no 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 at some future time as
market conditions improve. Management
intends to conform the loans into performing status and will maintain the
portfolio, deriving income from borrower payments until a more suitable time
when market conditions improve to liquidate further for cash.





For the
nine months ended December 31, 2009, the Company sold a total of 118 loans for
approximately $266,981 in revenue which includes the revenue for performing
loans before liquidation.   The balance of the revenue earned of
$244,521 was attributable income relating to the active performing loans,
resulting in total revenue of $511,502.  The recovery rate for the
performing loans is 28.4% of the Acquired Principal Value, “APV”.  As
of December 31, 2009, the Company had a balance of 465 performing loans with an
APV of $13.1 million with an estimated historical recovery of 28.4% or
$3,712,000 and 2,519 of non performing loans with a value of $0.  The
recorded balance of the Loans Held for Investment for December 31, 2009 is
$3,262,868.  The Company elected to value the remaining asset at a
lower cost as a reserve allowance.  The total write down of investment
for the period ended December 31, 2009 was $1,231,730.





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.  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 and 2,614 non performing loans valued
at $0.




9




LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009
 (unaudited)


(4)           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.  For the nine months ended December 31, 2009,
$32,072 was accrued in unpaid interest and payments were made totaling $194,040,
leaving a balance of $194,060.  The notes carry an interest rate of
12% per annum.





On
October 1, 2009, there were three additional short term notes entered into for
$152,611.  For the nine months ended December 31, 2009 payments were
made totaling $76,305, leaving an outstanding balance of $76,305.  The
notes carry an interest rate of 12% per annum.





(5)           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 the Black-Scholes
method.  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 December 31, 2009, the Company did not have
any outstanding warrants.





(6)           Equity:




Common Stock The
Company is authorized to issue 75,000,000 shares of common stock as of December
31, 2009.   There were 17,589,686 shares of common stock outstanding
as of December 31, 2009.  On January 21, 2010, the authorized shares
were increased from 75,000,000 to 200,000,000, by shareholder
vote.  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 31, 2009, there were no warrants outstanding.  On December 1,
2009, the warrants previously issued to purchase a total of 2,853,175 shares of
our common stock were cancelled.





(7)           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 December 31, 2009,
the Company had no outstanding employee stock options.  On December 1,
2009, the Company cancelled 2,000,000 options which were previously
issued.




10


LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009
 (unaudited)


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.





(8)
            Related-Party
      Transactions:





Allegheny
Nevada Holdings, of which the Company’s CEO and Director, Michael A. Barron has
an interest, has advanced $206,471, in  principal and accrued
interest, in the form of a note. The Company has made payments of $128,236
towards the advance leaving a balance at December 31, 2009 of
$78,236.  The indebtness bears interest at 12% per annum and is
secured by substantially all the assets of the corporation.  During
the quarter ended December 31, 2009, Mr. Barron advanced the Company $15,000 for
working capital needs, of which is still outstanding.





Joseph
Cosio Barron, Secretary and Director of the Company advanced
$86,709.  The Company made payments of $43,354, leaving an outstanding
balance of $43,354 at December 31, 2009.




(9)           Subsequent
Event:





On
January 21, 2010,  by shareholder approval, Liberty Capital Asset
Management, Inc. (the “Company”) completed the Asset Purchase Agreement,
(“Agreement”) dated November 23, 2009, with Las Vegas Railway Express (“LVRE”)
to acquire 100% of the issued and outstanding stock of LVRE for the total
consideration of twenty million common shares, four million of which will be
paid at closing and the remaining sixteen million shares are to be received by
LVRE according to a performance schedule contained within the agreement,
2,000,000 shares upon the procurement of an approval from Union Pacific Railroad
to allow the Company to operate a passenger train over Union Pacific trackage;
2,000,000 shares upon the procurement of an approval from BNSF to allow the
operation of a passenger train over BNSF trackage; 4,000,000 shares upon
procurement of a train railset of passenger cars either under a lease or
purchase by LVRE to be operated on the planned route; 4,000,000 shares upon
procurement of a train haulage agreement of passenger cars by any approved
haulage company such as Amtrak, Herzog, Rail America or any Class 1 railroad
company and 4,000,000 shares upon the first actual operating run on the planned
route.   The market price of the shares on November 23, 2009 was
$0.04 per share.





LVRE will
become a wholly owned subsidiary of Liberty Capital Asset Management, as well as
its primary business.   LVRE is a start-up concept with no
revenues, but management believes the prospect of restoring conventional
passenger rail service to the Los Angeles to Las Vegas corridor has merit. LVRE
has made substantial progress with the Class 1 railroad companies and Amtrak
toward making the service a reality.





On
January 21, 2010, the Company held its Annual Meeting of Stockholders at its
corporate office, 2470 St Rose Parkway, Suite 314, Henderson,
Nevada.  The Company had previously appointed Empire Stock Transfer
Services to act as Inspector of Elections.  The Board of Directors had
established November 24, 2009 as the record date for the determination of
stockholders entitled to vote at the meeting.  As of the record date
there were 17,589,686 shares outstanding.  The following proposals
were voted FOR, with a total of 12,410,191 votes cast, representing 70.55% of
the voting shares:




11


LIBERTY
CAPITAL ASSET MANAGEMENT, INC.


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
NINE MONTHS ENDED DECEMBER 31, 2009
 (unaudited)


(1)
            To
      elect the following three directors of the Company to serve until the next
      annual meeting and until their successors are elected and qualified;Michael A. Barron,
      Joseph Cosio-Barron and Theresa
Carlise.;




(2)
            To
      approve the Asset Purchase Agreement between Liberty Capital Asset
      Management, Inc. and Las Vegas Railway
Express;





(3)
            To
      amend the Articles of Incorporation to effectuate a name change from
      Liberty Capital Asset Management, Inc. to Las Vegas Railway
      Express;





(4)
            To
      approve the adoption of the amended bylaws of the corporation changing the
      corporation’s primary business as amended in Proposal
  2;





(5)
            To
      amend the Articles of Incorporation to increase the authorized common
      stock from 75,000,000 to
200,000,000;





(6)
            To
      ratify the appointment of Hamilton P.C., as independent auditors of the
      Company for the fiscal year ending March 31,
  2010.









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.





On
January 21, 2010, by shareholder approval, Liberty Capital Asset Management,
Inc. (the “Company”) completed the Asset Purchase Agreement, dated November 23,
2009, with Las Vegas Railway Express (“LVRE”) to acquire 100% of the issued and
outstanding stock of LVRE for the total consideration of 20,000,000 common
shares, valued at approximately $800,000.




12





Item
2. Management's Discussion and Analysis of Financial Condition and Plan of
Operations (Continued).





LVRE will
become a wholly owned subsidiary of Liberty Capital Asset Management, as well as
its primary business.   LVRE is a start-up concept with no
revenues, but management believes the prospect of restoring conventional
passenger rail service to the Los Angeles to Las Vegas corridor has merit. LVRE
has made substantial progress with the Class 1 railroad companies and Amtrak
toward making the service a reality.





The
Company currently maintains its corporate offices at 6650 Via Austi Parkway,
Suite 170, Las Vegas, Nevada 89119.




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 the fiscal 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.





Capital
Environment





During
2008 and 2009 the key component to the company’s business plan for growth was
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 depended 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 reduced Silar’s investment ability and only a nominal
amount of the allocation has been used.


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 its 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 with 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.
  13


Item
2. Management's Discussion and Analysis of Financial Condition and Plan of
Operations (Continued).


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.




Change
in Primary Business





On
January 21, 2010, the Company sought shareholder approval to change its primary
business and by majority vote the Company has completed an Asset Purchase
Agreement with Las Vegas Railway Express. It is the company’s assessment that
the combination of economic uncertainty, bankruptcies of major financial
institutions such as Lehman Bros. and massive government bailouts and
restructuring of others such as AIG, together with harsh government regulations
for mortgage holders, has led to the operating environment where the original
business model for Liberty is not very attractive in the public markets.
Although the Company maintains a $2.8 million tangible net worth, our stock has
fallen dramatically over the last year and attracts very little interest. We
believe it is because of the economic issues stated above. Acquisition and
disposal of toxic mortgage assets just should not be a public company. Hence our
search to find a better “story” for the company’s public trading infrastructure
which could potentially raise interest for new shareholders and hopefully create
better value. This is what has led us to Las Vegas Railway Express, "LVRE" and
although it is a start-up and has no operating revenue or assets, it has a
compelling plan. LVRE is currently working with Amtrak pursuant to Amtrak’s
correspondence with the company towards developing operating parameters for
Amtrak to haul LVRE’s “X” Train. LVRE has met with both major Class 1 railroads
Union Pacific & BNSF and is pursuing agreements there to run its passenger
service over their tracks. Rail car acquisition is being negotiated with
Transportation Management Services and for procurement of a 17 car passenger
trainset before year end.


Las Vegas
Railway Express, www.lasvegasrailwayexpress.com
is a passenger rail service travel company transporting travelers between Los
Angeles and Las Vegas over conventional existing railroads. The strategy is to
capture a segment of the 12 million annual automobile travelers between Los
Angeles and Las Vegas by providing a more leisurely passenger rail option for
the visitors who currently travel between the two areas.  The planned
service will be a Vegas style excursion which will begin when passengers board
the train in Los Angeles. Each train will run one roundtrip per day, five days
per week and is projected to produce top line revenue of $46 million annually.
The plan is to have ten trains running per week by the end of our 5th year
of operations to achieve projected revenues approaching $425 million
annually.





LVRE will
become a wholly owned subsidiary of Liberty Capital Asset
Management.


14




Item
2. Management's Discussion and Analysis of Financial Condition and Plan of
Operations (Continued).





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 will be held until
such time that the market conditions improve enough to resale and the new
re-performing payment history creates loans having much more value than the
partnership paid for it. The Company then will either sell the loan or pool of
reconditioned loans to a bulk purchaser or refinances the borrower out of the
loan.








For the Three Months Ended
December 31, 2009 as Compared to the Three Months Ended December 31,
2008




Revenues
generated from reperforming, sale of loans and fee revenue decreased $562,326,
or 94% to $36,132 for the quarter, as compared to $598,459 for the three months
ended December 31, 2008. The decrease is attributable the Company's election to
maintain its remaining portfolio of loans until market conditions have improved
and to create its revenue from reperforming loans; due to the restrictive credit
availability for borrowers to refinance out of the existing loans. Also,
governmental regulations havereducedborrower incentives to pay
on time and have extended the foreclosure recovery period thus reducing
revenue.
 
 Selling, general and administrative,
(SG&A), expenses increased $13,851 or 12.8%, to $121,829 for the
three  month period ended December 31, 2009, as compared to $107,978
for the same period in the prior year. The variance is attributable to the write
down of a receivable, deemed uncollectible for $42,073, which is offset by
decreases due to the reduction in revenues.  Salary and payroll taxes
were $82,277 for the three month period ended December 31, 2009 as compared to
$312,333, a decrease of 73.7% or $230,056, for the same period in the prior
year.  Due to the 94% reduction in revenue, the Company reduced its
work force as well as decreased its existing salaries.  Professional
fees were $246,373 for the three month period ended December 31, 2009 as
compared to $30,000, an increase of 721% or $216,373, during the same period of
the prior year. The increase is primarily due to an increase in consulting fees
for restructuring the Company's current business plan.  For the three
months ended December 31, 2009, depreciation expense was $18,860 as compared to
$0, for the same period of the prior year.  The decrease in expenses
is directly attruibutable to the 94% reduction in revenue
generated.




Interest expense was ($3,208) and
$7,140 for the three month period ended December 31, 2009, respectively,
relating to the decrease in interest rates to existing notes.





Loss from
operations was $433,207, for the three month ended December 31, 2009 as compared
to income of $80,464 from the same period in the prior year.  For the
three months ended December 31, 2009, the Company had loss of operations of
$430,000 as compared to income of $73,324, during the same period in the prior
year.  The decrease in revenue and its related costs are attributable
to the impact of
loan refinances declining due to the government's tightening of borrower
requirements for FHA refinancing as well as restrictive credit scoring. Our
loans & borrowers are sub-standard to conventional credit scoring and the
added restrictions impair the ability for the company to sell individual loans.
The delay in liquidation has caused the operating losses.








For the Nine Months Ended
December 31, 2009 as Compared to the Nine Months Ended December 31,
2008





Revenues generated from
reperforming, sale of loans and fee revenue decreased $1.8 million, or 78% to
$511,502, as compared to $2.3 million for the nine months ended December 31,
2008. The decrease is attributable tothe depletion of the bulk of
performing loans left in the active portfolio as well as restrictive credit
availability for borrowers to refinance out of the existing loans. Also,
governmental regulations have retarded borrower incentives to pay on time and
have extended the foreclosure recovery period thus reducing
revenue.


15
  Item
2. Management's Discussion and Analysis of Financial Condition and Plan of
Operations (Continued).


Selling,
general and administrative, (SG&A), expenses increased $178,678 or 44.2%, to
$583,094 for the nine  month period ended December 31, 2009, as
compared to $404,416 for the same period in the prior year. The increase is
primarily attributable to costs associated with the maintenance of the loan
pools.  Salary and payroll taxes were $351,641 for the nine month
period ended December 31, 2009 as compared to $897,462, a decrease of 60.8% or
$545,821, for the same period in the prior year.  The reduction
relates to the reduction of the work force as well as a reduction of the
existing salaries.  Professional fees were $415,138 for the nine month
period ended December 31, 2009 as compared to $501,010, a decrease of 17.1% or
$85,872, during the same period of the prior year. The Company incurred an
increase in consulting fees due to the change of its business
plan.  For the nine months ended December 31, 2009, depreciation
expense was $55,673 as compared to $790, for the same period of the prior
year.  The decrease in expenses is directly attruibutable to the 78%
reduction in revenue generated.





Interest expense was $32,143 and
$19,042 for the nine month period ended December 31, 2009, respectively,
relating to the increase in borrowings.





Loss from operations was
$1,007,787, for the nine month ended December 31, 2009 as compared to income of
$310,930 from the same period in the prior year.  For the nine months
ended December 31, 2009, the Company had loss of operations of $2,271,660 as
compared to income of $291,888, during the same period in the prior
year.The Company expensed $1.2 million associated with its
valuation of its loans held for investment.  The decrease in revenue
and its related costs are attributable tothe impact of loan refinances
declining due to the government's tightening of borrower requirements for FHA
refinancing as well as restrictive credit scoring. Our loans & borrowers are
sub-standard to conventional credit scoring and the added restrictions impair
the ability for the company to sell individual loans. The delay in liquidation
has caused the operating losses.








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
has cut staff positions and salaries were reduced to 60% of their previous
levels. The Company principals have advanced money to the company from time to
time for working capital needs. The company still has a pool of toxic mortgage
loans on its books which continues to generate revenue to sustain its current
operating needs.





Cash
Flows





Net cash
provided by operating activities for the nine months ended December 31, 2009 was
$124,953, as compared to net cash used for operating activities for the nine
months ended December 31, 2008 of $271,585. The primary sources of net cash
provided by operating activities the nine months ended December 31, 2009 was net
loss of $2.2 million, depreciation of $55,673, write down of investment of $1.2
million, stock issued for services, wages and debt of $489,019, decrease in loan
receivable of $121,924, decrease in accounts receivable of $42,074 and an
increase in accounts payable and accrued expenses of $456,193.  The
primary sources of cash used for operating activities the nine months ended
December 31, 2008, was from a net income of $291,888, increase in loan
receivable of $441,369, increase in accounts receivable of $25,690, increase in
stock subscription receivable $85,715 and an decrease in accounts payable of
$10,700.





Net cash
used for investing activities during the nine months ended December 31, 2009 and
December 31, 2008 was $3,900 and $3,499, respectively.  Net cash used
for investing activities was primarily for the purchase of
software.


16
  Item
2. Management's Discussion and Analysis of Financial Condition and Plan of
Operations (Continued).


Net cash used in financing activities
for the nine months ended December 31, 2009 was $140,407, consisting primarily
of proceeds of notes payable of 184,683, payments of notes payable of $270,345,
proceeds from related notes payable of 115,944, payments of related notes
payable of 171,590 and issuance of stock of $901. Net cash provided by financing
activities for the nine months ended December 31, 2008 was $286,713, which were
proceeds of notes payable of 356,028, proceeds of related notes payable of
$103,964 and dividends paid on investment of $173,279.





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
3.    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 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.  The legislation changes to the current regulatory
environment in regards to the returns of capital and gains from liquidation of
assets may take longer and gains may be lost over such extended
time.





We
Currently Changed our Business Plan and Have a Limited Operating History and
Consequently Face Significant Risks and Uncertainties.





As a
result of our limited operating history, our change in our primary business and
our reporting responsibilities as a public company, we will 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.  The revenue generated from our endeavors may take longer than
anticpated before we reach a profit, due to economic uncertainties and possible
government regulatory intervention.





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.





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.


17


Item
3.  Quantitative and Qualitative Disclosures About Market Risk
(Continued).


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 and Theresa Carlise, all of whom are
executive officers and two of whom are 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.








Item
4T.   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, 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.





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Management’s Responsibility
for Financial Statements





Our
management is responsible for the integrity and objectivity of all information
presented in this Quarterly Report on Form 10-Q. The 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, 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
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, 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.







PART
II - OTHER INFORMATION





Item
1. Legal Proceedings





We
may become involved in a lawsuit or legal proceeding at any time in the ordinary
course of business. Litigation is subject to inherent uncertainties, and an
unexpected adverse result may arise that may adversely affect our business. We
are currently aware of litigation pending which involves two lawsuits which have
been inherited by the company. They involve The Law Offices of John D. Clunk,
Co., L.P.A, 5601 Hudson Drive, Hudson OH, 44236 and Professional Law Office of
Kleinsmith & Associates, P.C., 6035 Erin Park Drive, Suite 203, Colorado
Springs, CO 80918. Both of these attorney offices were involved with various
transactions for FCI Lender Services, Inc. and CDBANC, LLC related to the loan
pool. We are not aware of any additional legal proceeding or claims that we
believe will have, individually or in the aggregate, a material adverse affect
on our business, financial condition or operating results.




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





During
the nine months ended December 31, 2009, the Company issued shares of its common
stock to the following:




·
            910,000
      shares issued to individuals for services for a total value of
      $91,400.




·
            263,000
      shares issued to two former employees for a total value of
      $6,565.




·
            7,838,907
      shares issued to seven note holders for a reduction of debt totaling
      $391,945.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. Submission of Matters to Vote of Security Holders.





On
January 21, 2010, the Company held its Annual Meeting of Stockholders at its
corporate office ,2470 St Rose Parkway, Suite 314, Henderson,
Nevada.  The Company had previously appointed Empire Stock Transfer
Services to act as Inspector of Elections.  The Board of Directors had
established November 24, 2009 as the record date for the determination of
stockholders entitled to vote at the meeting.  As of the record date
there were 17,589,686 shares outstanding.  The following proposals
were voted FOR, with a total of 12,410,191 votes cast, representing 70.55% of
the voting shares:





(1)
            To
      elect the following three directors of the Company to serve until the next
      annual meeting and until their successors are elected and qualified;--Michael A. Barron,
      Joseph Cosio-Barron and Theresa
Carlise.;




(2)
            To
      approve the Asset Purchase Agreement between Liberty Capital Asset
      Management, Inc. and Las Vegas Railway
Express;





(3)
            To
      amend the Articles of Incorporation to effectuate a name change from
      Liberty Capital Asset Management, Inc. to Las Vegas Railway
      Express;





(4)
            To
      approve the adoption of the amended bylaws of the corporation changing the
      corporation’s primary business as amended in Proposal
  2;





(5)
            To
      amend the Articles of Incorporation to increase the authorized common
      stock from 75,000,000 to
200,000,000;





(7)
            To
      ratify the appointment of Hamilton P.C., as independent auditors of the
      Company for the fiscal year ending March 31,
  2010.




Item
5. Other Information.





None.





Item  6.
Exhibits.





Exhibit
      No.
            
            Description31.1
            
            Section
      302 Certification of Chief Executive31.2
            
            Section
      302 Certification of 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




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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.






Liberty Capital Asset Management,
    IncDate: 
      February 17, 2010
              By:
              /s/ Michael
      A. BarrronTitle Chief
      Executive Officer








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