UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15 (D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED) – NOVEMBER 3, 2008
Commission
File Number: 333-144973
LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
56-2646797
|
|
(State
or jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
2470 St.
Rose Parkway, Suite 314, Henderson, NV
Henderson,
NV 89074
(Address
of principal executive offices, including zip code)
(702) 914-4300
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.01 COMPLETION OF
ACQUISITION OR DISPOSITION OF ASSETS
This Form
8-K/A amends the Current Report on Form 8-K of Liberty Capital Asset Management,
Inc. formerly Corporate Outfitters, Inc. (the "Company") filed on November 25,
2008, regarding the Company's acquisition of Liberty Capital Asset Management
("Liberty") a Nevada corporation. On November 3, 2008, Liberty Capital Asset
Management completed a share exchange and asset purchase agreement. The
Company is purchasing from Liberty and its shareholders 100% of the issued and
outstanding shares of Liberty for consideration of 10.5 million shares of
the Company, of which 7.1 million have been issued as of the date of
this filing. The sole purpose of this amendment is to provide the
necessary disclosures as required in Item 2.01 (f) and audited historical
financial statements of the business acquired as required by Item 9.01(a) and
the unaudited pro forma financial information required by Item 9.01(b), which
financial statements and information were not included in the original
filing.
The
Company
The
acquired Company, Liberty Capital Asset Management (“Liberty Capital”), formerly
CD Banc LLC was formed in 2003 as a Nevada corporation, with the purpose of
acquiring real estate assets and holding them for long-term appreciation. In
September of 2007, CD Banc LLC acquired an interest in HCI, a mortgage banking
company with 28 FHA lending branches. In December of 2007, CD Banc acquired
4,926 non performing sub-prime mortgage loans from South Lake Capital for a
total consideration of $5,000,000. Liberty Capital Asset Management, a Nevada
corporation, was formed in July of 2008 as a holding company for all the assets
of CD Banc LLC in contemplation of the company going public via a reverse merger
into a publicly trading corporation. On November 1, 2008 Liberty Capital
acquired all the outstanding shares of CD Banc LLC. 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”). The Company is currently traded on the
OTC:BB under the symbol LCPM.
The
Company maintains offices at 2470 Saint Rose Parkway, Suite 314, Henderson,
Nevada 89074. For more information on the history of the Company,
please see “Business of the Company -- Historical Overview” below.
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 effects 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
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Price
range
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Workout
strategy
|
|
Sub
Prime
Performing
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Violated
payment but now current
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50%
- 70%
Of
face value
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Hold
for long-term recovery of face value
|
|
Sub-Prime
Non-performing
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Continues
a pattern of sporadic or partial payment
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30%
- 50%
Of
face value
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Hold
for long term recovery of face value
|
|
Structurally
Impaired
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Unwilling
or unable to make payments
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1%
- 30%
Of
face value
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Restructure
loan so borrowers can make a payment at any level. Re-establish credit.
Refinance loan as the take
out.
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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.
|
|
·
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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.
Competition:
Our
research has uncovered that while many players in the scratch and dent
(“S&D”) space offer some of the asset recovery and liquidation services,
there is a need in the marketplace for a full-service loss mitigation
company. While some offer to purchase troubled assets, none offers
the QC training combined with control of liquidation via complete hospital
warehousing, allowing lenders to remain whole during the diligence process.
Below is a list of several companies that have entered the loss mitigation field
during 2008. Results of their efforts are unknown.
|
|
·
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Black
Rock/Highfields Capital Mgt.
|
|
|
·
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Franklin
Credit Management
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OFFICERS
AND DIRECTORS
|
Name/Position
|
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Age
|
|
Michael
A Barron, CEO
|
|
58
|
|
Joseph
A. Cosio-Barron, President
|
|
60
|
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Lee
W. Shorey, CFO and Secretary
|
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63
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Michael
A. Barron, Managing Director and CEO, 58
From
March 1995-1998, Mr. Barron pioneered the first nationwide commercially deployed
video conference mortgage financing platform for Intel Corporation which as a
licensed mortgage banker and broker in 20 states funded over $1 billion in
closed loans. In November 1988, he founded and served as President, until 1992,
of Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage broker
and banking business specializing in e-mortgage financing on site in real estate
offices and remote loan origination via the Internet (www.finet.com). In June
1979, TRW hired Mr. Barron to develop its real estate information services
division (TRW/REIS) that acquired 11 companies in the field and eventually
became the world’s largest repository of real estate property information -
Experian. Mr. Barron was a founder of Citidata, the first electronic provider of
computerized real estate multiple listing services (MLS) in the nation from 1975
to 1979. Mr. Barron was the Senior Planner for the City of Monterey where he was
the HUD liaison for the City’s downtown redevelopment project. He master planned
the city’s redevelopment of famous Cannery Row, Fisherman’s Wharf, and was
Secretary of the Architectural Review Committee. Mr. Barron holds a B.S. degree
from California Polytechnic University and has completed courses in the MBA
program at UCLA.
Joseph
A. Cosio-Barron , Managing Director - Legal and President, 60
Prior to
joining the Company from 1996-2002 Mr. Cosio-Barron served as the Managing
Partner and President of CBS Consultants, Inc. a financial firm offering highly
specialized services in Securities compliance, development and lending for
hotels, resorts, and casinos. From 1991-1996 he served as the Executive Vice
President of Finet Holdings Corporation, a Delaware Corporation. As Executive
Vice President, he was entirely responsible for all securities compliance and
legal affairs. From 1980-1990 he served as President of Terra West Construction,
a company, which he founded which in addition to building single-family
subdivisions, strip, centers, duplex and four plex units also developed
syndications and formed limited partnerships for large-scale developments
throughout California. From 1973-1980, he served as Senior Vice-President of
Multi-Financial Corporation, a real estate investment firm that both owns and
manages commercial, retail, and residential income properties in Northern
California. Mr. Cosio-Barron holds a BA in Business Management, San Francisco
State College, and a Law Degree from Golden Gate University.
Lee
W. Shorey, CFO and Secretary, 63
Mr.
Shorey was the Controller and CFO for Virtual Mortgage Network Inc from April
1995 through August 1998. While there his responsibilities included all Human
Resources activities and Benefits Administration for 300+ employees,
administration of payroll, assisting with general accounting activities,
supervise training and facilities. Served on Board of Directors for 1 ½ years.
From January 1991 to March 1995 Mr. Shorey was Controller for Finet Corporation
(NASDQ:FNCM). He managed all general accounting activities. Set goals
for production staff. Prepared monthly analysis of cash flow including payroll,
benefits, licensing issues and legal compliance. Included on Management
Committee to prepare and review budgets, growth planning and analysis of plan
vs. actual results. Prepared material for potential investors, assisted
activities with various private placements, assisted with CPA audits of the
Company records. From January 1987 to January 1991, he was Vice President
Operations at American Financial Network Inc. He supervised activities related
to sales development. Developed policy and procedures manuals for maintaining
client statistics for general operations and business development.
Initiated and implemented an accounting and tracking system for real estate
office sales activities. Supervised the accounting set-up and trained accounting
staff in document preparation.
At
present, the Company has no independent directors.
Compensation
and Employment Agreements:
Our
employment agreement with Michael Barron requires him to perform the duties of
Managing Director - at an annual salary of $120,000. He is entitled
to receive 1,000,000 shares of restricted stock, which vests ratably on a
monthly basis during the first two years of the term of the
agreement. He is also entitled to receive an option to purchase
1,000,000 shares of common stock at a price of $0.50 per share. In
addition, Mr. Barron is entitled to receive a performance bonus if our actual
revenues and net income equals or exceeds projected revenues and net
income. His performance bonus will be equal to the percentage of his
annual salary equal to 50% plus the percentage by which actual income exceeds
projected income. He is entitled to the same benefits afforded to
other executives. He is also entitled to a car allowance of $1,000
per month. His employment agreement provides that if we terminate him
without cause, he is entitled to receive a lump sum payment equal to twice his
annual salary plus the present value of a performance bonus computed on the
basis that we achieve all of our performance targets.
Our
employment agreement with Joseph Cosio-Barron requires him to perform the duties
of Managing Director – Legal at an annual salary of $120,000. He
is also entitled to receive 1,000,000 shares of restrictive stock, which
vests ratably on a monthly basis during the first two years of the term of the
agreement. He also received an option to purchase 1,000,000 shares of
common stock at a price of $0.50 per share. In addition, Mr.
Cosio-Barron is entitled to receive a performance bonus if our actual revenues
and net income equals or exceeds projected revenues and net
income. His performance bonus will be equal to the percentage of his
annual salary equal to 50% plus the percentage by which actual income exceeds
projected income. He is entitled to the same benefits afforded to
other executives. He is also entitled to a car allowance of $1,000
per month. His employment agreement provides that if we terminate him
without cause, he is entitled to receive a lump sum payment equal to twice his
annual salary plus the present value of a performance bonus computed on the
basis that we achieve all of our performance targets.
Director
Compensation:
We
currently do not compensate our directors for attending Board meetings, but we
do reimburse them for out-of-pocket expenses. Each Director receives an annual
issuance of 50,000 shares for service on the Board of Directors.
Stock
Option Plan:
Our Board
of Directors has adopted a stock option plan and reserved an aggregate of
2,500,000 shares of common stock for grants of restricted stock and stock
options under the plan. The purpose of the plan is to enhance the
long-term stockholder value of the Company by offering opportunities to
officers, directors, employees and consultants of the Company to participate in
our growth and success, and to encourage them to remain in the service of the
Company and acquire and maintain stock ownership in the
Company.
As of
December 5, 2008, there were no outstanding options to purchase shares of common
stock other than those held by Michael Barron and Joseph
Cosio-Barron.
The plan
is currently administered by our Board of Directors, which has the authority to
select individuals who are to receive grants under the plan and to specify the
terms and conditions of each restricted stock grant and each option to be
granted, the vesting provisions, the option term and the exercise
price. Unless otherwise provided by the Board of Directors, an option
granted under the plan expires 10 years from the date of grant (5 years in the
case of an incentive option granted to a holder of 10% or more of the shares of
the Company’s outstanding common stock) or, if earlier, three months after the
optionee’s termination of employment or service. Options granted
under the plan are not generally transferable by the optionee except by will or
the laws of descent and distribution and generally are exercisable during the
lifetime of the optionee only by such optionee. The plan is subject
to the approval of the stockholders within 12 months after the date of its
adoption.
The plan
will remain in effect for 10 years after the date of its adoption by our Board
of Directors. The plan may be amended by the Board of Directors
without the consent of the “Company’s stockholders, except that any amendment,
although effective when made, will be subject to stockholder approval if
required by any Federal or state law or regulation or by the rules of any stock
exchange or any automated quotation system on which the Company’s common stock
may then be listed or quoted. The number of shares received under the
plan and the number of shares subject to outstanding options are subject to
adjustment in the event of stock splits, stock dividends and other extraordinary
corporate events.
RISK
FACTORS
We are
subject to various risks that may materially harm our business, financial
condition and results of operations. You should carefully consider
the risks and uncertainties described below and the other information in this
filing before deciding to purchase our common stock. If any of these
risks or uncertainties actually occurs, our business, financial condition or
operating results could be materially harmed. In that case, you could
lose all or part of your investment.
Although the Company has
been profitable to date, there is no assurance it will remain
profitable.
Because
we expect our operating costs will increase to accommodate expected growth in
loan applications, we will need to generate significant revenues to maintain
profitability. Although our revenues have grown in recent quarters,
we may not achieve sufficient revenues for profitability. Even if we
achieve profitability, we may not sustain or increase profitability on a
quarterly or annual basis in the future. If revenues grow more slowly than we
anticipate, or if operating expenses exceed our expectations or cannot be
adjusted accordingly, our business, results of operations and financial
condition will be adversely affected. Our independent certified
public accountants have included an explanatory paragraph in their report
stating that these factors, among others, raise substantial doubt about our
ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 8 to the Financial Statements and in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations included in this Memorandum.
We Have a Limited Operating
History and Consequently Face Significant Risks and
Uncertainties.
As a
result of our limited operating history, our recent growth and our reporting
responsibilities as a public company, we may need to expand operational,
financial and administrative systems and control procedures to enable us to
further train and manage our employees and coordinate the efforts of our
accounting, finance, marketing, and operations departments.
Our Quarterly Financial
Results are Vulnerable to Significant Fluctuations and Seasonality, Which Could
Adversely Affect Our Stock Price.
Our
revenues and operating results may vary significantly from quarter to quarter
due to a number of factors. Certain months or quarters have historically
experienced a greater volume of loan applications and funded
loans. As a result, we believe that quarter-to-quarter comparisons of
our operating results are not a good indication of our future performance. It is
possible that in some future periods our operating results may be below the
expectations of public market analysts and investors. In this event, the price
of our common stock may fall.
We Have Recently Experienced
Significant Growth in Our Business, and If We Are Unable to Manage this Growth,
Our Business Will Be Adversely Affected.
Over the
past year we have experienced significant growth, which has placed a strain on
our resources and will continue to do so in the future. Our failure to manage
this growth effectively could adversely affect our business. We may not be
successful in managing or expanding our operations or maintaining adequate
management, financial and operating systems and controls. Our headcount has
grown substantially.
Our Business Will be
Adversely Affected if We Are Unable to Safeguard the Security and Privacy of Our
Customers’ Financial Data.
We retain
on our premises personal financial documents that we receive from prospective
borrowers in connection with their loan applications. These documents
are highly sensitive and if a third party were to misappropriate our customers’
personal information, customers could possibly bring legal claims against us. We
cannot assure you that our privacy policy will be deemed sufficient by our
prospective customers or compliant with any federal or state laws governing
privacy, which may be adopted in the future.
If We Fail To Comply With
The Numerous Laws And Regulations That Govern Our Industry, Our Business Could
Be Adversely Affected.
Our
business must comply with extensive and complex rules and regulations of, and
licensing and examination by, various federal, state and local government
authorities. These rules impose obligations and restrictions on our
residential loan brokering and lending activities. In particular,
these rules limit the broker fees, interest rates, finance charges and other
fees we may assess, require extensive disclosure to our customers, prohibit
discrimination and impose on us multiple qualification and licensing
obligations. We may not always have been and may not always be in
compliance with these requirements. Failure to comply with these
requirements may result in, among other things, revocation of required licenses
or registrations, loss of approved status, voiding of loan contracts or security
interests, rescission of mortgage loans, class action lawsuits, administrative
enforcement actions and civil and criminal liability.
The Loss Of Any Of Our
Executive Officers Or Key Personnel Would Likely Have An Adverse Effect On Our
Business.
Our
future success depends to a significant extent on the continued services of our
senior management and other key personnel, particularly Michael A.
Barron. The loss of the services of Mr. Barron or other key employees
would also likely have an adverse effect on our business, results of operations
and financial condition. We do maintain “key person” life insurance
for our key personnel.
Our Business Will Be
Adversely Affected If We Are Unable To Protect Our Intellectual Property Rights
From Third Party Challenges Or If We Are Involved In
Litigation.
Trademarks
and other proprietary rights are important to our success and our competitive
position. Although we seek to protect our trademarks and other
proprietary rights through a variety of means, we cannot assure you that the
actions we have taken are adequate to protect these rights. We may
also license content from third parties in the future and it is possible that we
could face infringement actions based upon the content licensed from these third
parties.
A large
percentage of our stock is owned by relatively few people, including officers
and directors.
As of
December 05, 2008, our officers and directors beneficially owned or controlled a
total of 3,550,000 shares, or approximately forty three (43%) of our outstanding
common stock. If you purchase Shares covered by this Memorandum, you
may be subject to certain risks due to the concentrated ownership of our common
stock. For example, these stockholders could, if they were to act
together, affect the outcome of stockholder votes, which could, among other
things, affect elections of directors, delay or prevent a change in control or
other transaction that might be beneficial to you as a stockholder.
Future sales of shares of
our common stock, which are eligible for sale by our stockholders, may decrease
the price of our common stock.
We had
8,377,779 shares of common stock outstanding on December 05,
2008. Thirty nine percent (39%) of these shares are “restricted
securities” under Rule 144 of this Securities Act of 1933. An
additional 2,853,175 shares underlying options and warrants outstanding on
December 05, 2008 will be restricted securities if and when they are
issued. Restricted securities may be sold only if they are registered
under the Securities Act or if an exemption from the registration requirements
of the Securities Act is available. Generally, stockholders may sell
restricted securities without registration after having held them for six months
(or one year if we fail to file timely reports with the SEC). Actual
sales, or the prospect of sales by our present stockholders or by future holder
of restricted securities under Rule 144, or otherwise, may, in the future, have
a depressive effect on the market price of our common stock.
Risk of Low Priced
Securities.
We do not
currently satisfy the criteria for quotation of our common stock on the NASDAQ
Small Cap Market. Accordingly, trading in our common stock is
currently conducted in the over-the-counter market on the NASD’s “Electronic
Bulletin Board”. As a result, investors could find it more difficult
to dispose of, or to obtain accurate quotations as to the price of, our common
stock.
Our
common stock is subject to Rule 15g-9 under Securities Exchange Act of 1934, as
amended (the “Exchange Act”), which imposes additional sales practice
requirements on broker-dealers which sell such securities to persons other than
established customers and “accredited investors” (generally, individuals with
net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or
$300,000 together with their spouses). For transactions covered by
this rule, a broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser’s written consent to the transaction
prior to sale. Consequently, the rule may adversely affect the
ability of broker-dealers to sell the Company’s securities and may adversely
affect the ability of purchasers to sell any of the securities acquired hereby
in the secondary market.
Commission
regulations define a “penny stock” to be any non-NASDAQ equity security that has
a market price (as therein defined) of less than $5.00 per share or with an
exercise price of less that $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless
exempt, the rules require delivery, prior to any transaction in a penny stock,
of a disclosure schedule prepared by the Commission relating to the penny stock
market. Disclosure is required to be made about commissions payable
to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements are
required to be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny
stocks. The foregoing penny stock restrictions apply to the Company’s
common stock as of the date of this prospectus. These restrictions
could limit the ability of broker-dealers to sell our securities and thus the
ability of purchasers of our securities to resell them in the secondary
market.
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.
The securities sold in the
offering are subject to significant restrictions on
transfer.
The
securities offered hereby have not been registered under the Securities Act or
under applicable state securities laws. Accordingly, the securities
may not be sold or transferred unless they are subsequently registered under the
Securities Act and under applicable state securities laws, or unless an
exemption from such registration is then available. The securities
purchased pursuant to this Offering will be “restricted securities” as that term
is defined in Rule 144 promulgated under the Securities Act.
Possible conflicts of
interest exist in related party transactions.
Our Board
of Directors consists of Michael A. Barron, Joseph A. Cosio-Barron, Gary
Cusamano, and Justin Yorke, two of whom are executive officers and principal
shareholders of the Company. Thus, there has in the past existed the
potential for conflicts of interest in transactions between the Company and such
individuals or entities in which such individuals have an
interest. We have attempted to ensure that any such transactions were
entered into on terms that were no less favorable than could have been obtained
in transactions with unrelated third parties.
In
addition to the risks mentioned herein, businesses are often subject to risks
not foreseen or fully appreciated by management. In reviewing this
Memorandum, potential investors should keep in mind other potential risks that
could be pertinent and/or important.
DESCRIPTION
OF SECURITIES
The
following statements do not purport to be complete and are qualified in their
entirety by reference to the detailed provisions of the Company’s Articles of
Incorporation and Bylaws, copies of which will be furnished to an investor upon
written request therefore.
General
We are
authorized to issue 75,000,000 shares of common stock, $0.0001 par
value.
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.
Principal
Stockholders
The
following table sets forth, as of the date of this filing, the name and the
approximate number of shares of common stock of the Company owned of record or
beneficially by each person who owns of record, or is known by the Company to
own beneficially, more than five percent (5%) of the Company’s common stock, and
the name and shareholdings of each officer and director, and of all officers and
directors as a group as of the date of this Memorandum and as adjusted to
reflect the sale of the securities offered hereby.
|
Principal
Stockholder’s Name
|
Number
of
Shares
Owned
|
Percentage
|
|
Excalibur
Consulting
|
1,146,250
|
13.68%
|
|
David
Jordan
|
413,236
|
4.93%
|
|
CBS
Consultants, Inc.
|
898,750
|
10.73%
|
|
South
Lake Capital, LLC
|
885,031
|
10.56%
|
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
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
A. Financial Statements of
Business Acquired
(i)
The audited balance sheets of Liberty Capital Asset Management, Inc., formerly
CD Banc LLC., as of December 31, 2007 and December 31, 2006, and the related
consolidated statements of operations, stockholders' equity and cash flows, are
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
(ii)
The unaudited balance sheets of Liberty Capital Asset Management, Inc., formerly
CD Banc LLC. as of September 30, 2008 and the related statements of operations,
stockholders' equity and cash flows for the nine months ended September 30, 2008
are attached hereto as Exhibit 99.2 and is incorporated herein for
reference.
B. Pro Forma Financial
Information
(i) Liberty
Capital Asset Management, Inc., formerly Corporate Outfitters Inc., consolidated
unaudited pro forma combined financial information as of September 30, 2008 and
March 31, 2008, are attached hereto as Exhibit 99.3 and is incorporated herein
for reference.
(ii) Liberty
Capital Asset Management, Inc., formerly Corporate Outfitters Inc., consolidated
unaudited pro forma combined financial information as of September 30, 2008 and
March 31, 2008, to give effect to the year end as if it were December 31, are
attached hereto as Exhibit 99.4 and is incorporated herein for
reference.
C. Exhibits
Listed
below are all exhibits to this Current Report of Form 8-K/A.
| |
Exhibit
Number
|
Description
|
| |
|
|
| |
99.1
|
CD
Banc LLC., Audited Financial Statements for December 31, 2007
and December 31, 2006.
|
| |
|
|
| |
99.2
|
CD
Banc LLC, unaudited financial statements for the nine months ended
September 30, 2008.
|
| |
|
|
| |
99.3
|
Liberty
Capital Asset Management, Inc., Unaudited Pro Forma Combined Financial
Information for the year ended December 31, 2007 and the six months ended
September 30, 2008.
|
| |
|
|
| |
99.4
|
Liberty
Capital Asset Management, Inc., Unaudited Pro Forma Combined Financial
Information for the year ended December 31, 2007 and the nine months ended
September 30,
2008.
|
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:
January 21, 2009
|
Liberty
Capital Asset Management, Inc.
|
|
|
|
|
|
By: /s/ Michael A.
Barrron
|
|
|
Chief
Executive Officer
|