liberty10qa093008.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-Q/A
Amendment No. 1

Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008
Commission File Number:  333-144973

LIBERTY CAPITAL ASSET MANAGEMENT, INC.

 (Exact Name of Issuer as Specified in Its Charter)
 
 Delaware
5131 
56-2646797
 State of Incorporation
Primary Standard Industrial
I.R.S.
 
Employer Classification
Identification No.
 
Code Number #
  
 
2470 St. Rose Parkway, Suite 314
Henderson, NV 89074
(702) 914-4300
 (Address and Telephone Number of Issuer's Principal Executive Offices)

CORPORATE OUTFITTERS, INC.
3327 West Indian Trail Road, Suite 152,
Spokane, WA 99208

(Former name and address if changed since last report)

The Company Corporation
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
Telephone: 302-636-5440
 (Name, Address, and Telephone Number of Agent)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x         No o

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer o
Non-Accelerated Filer o
 
(Do not check if a smaller reporting company)
   
Accelerated Filer o 
Smaller reporting company x
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o   NO x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, 15(d) of the Exchange Act after the distribution of the securities under a plan confirmed by a court.      YES     NO

APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of November 12, 2008, the registrant had 7,100,000 shares of common stock, $0.0001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (Check one):    YESo    NOx

 
 
 

EXPLANATORY PARAGRAPH

The following amendment reflects subsequent events, of which have occurred on November 3, 2008, as reported on respective Form 8K on November 25, 2008 and November 26, 2008, respectively.

PART II

ITEM 5.   OTHER INFORMATION

Entry into a Material Definitive Agreement.  On November 3, 2008, Corporate Outfitters, Inc. (the “Company”) entered into a Common Stock Purchase Agreement, (“Agreement”) with Liberty Capital Asset Management, Inc. (“Liberty”) to acquire 100% of the issued and outstanding stock of Liberty for the consideration of 10.5 million common shares of the Company.

As of November 24, 2008, there were 7,906,350 common shares issued and outstanding of which 7.1 million has been issued pursuant to the Agreement.

The current beneficial ownership of the Company are as follows:

Shareholder
  
Shares
    
%
  
Excalibur Consulting LLC
     1,146,250       14.5 %
CBS Consultants Inc.
     898,750       11.4 %
South Lake Capital LLC
     885,031       11.2 %
David Jordan
     413,236       5.2 %


Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.  On  November 3, 2008 David Taigen resigned from the position of Chief Executive Officer, Chief Financial Officer and Director of Corporate Outfitters, Inc.  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 Corporate Outfitters, Inc appointed Michael A. Barron to the position of Chief Executive Officer and Lee Shorey to the position of  Chief Financial Officer and Treasurer.

Amendments to Articles of Incorporation or Bylaws.  On November 3, 2008, the board of directors of Corporate Outfitters, Inc. amended its articles of incorporation to reflect a change in name from Corporate Outfitters, Inc. to Liberty Capital Asset Management, Inc.

Also on November 3, 2008 the board approved to change its current stock symbol from “CPOT” to “LCPM”.  The symbol became active on the Over the Counter Bulleting Board, (OTCBB) on November 20, 2008.
 

 
 
 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8K

Exhibit Number
  
Description
31.1
  
Section 302 Certification of Chief Executive Officer
31.2
  
Section 302 Certification of Chief Financial Officer
32
  
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002



 
 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

        Corporate Outfitters, Inc.
  
   
        Dated: November 26, 2008
/s/ Michael A. Barron
   
 
Michael A. Barron
 
Chief Executive Officer