Attached files
| file | filename |
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| EX-10.1 - ASSET PURCHASE AGREEMENT - LAS VEGAS RAILWAY EXPRESS, INC. | lcpm8k20100121ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15 (D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED) – JANUARY 21,
2010
LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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56-2646797
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(State
or jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
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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
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.
Las Vegas
Railway Express ownership consist of a 78.4% interest by Allegheny Nevada
Holdings, of which Michael Barron, CEO and Director of Liberty Capital Asset
Management, is a primary shareholder and 1.9% owned by Joseph Cosio Barron,
Officer and Director.
As of
January 21, 2010, there were 17,589,686 common shares issued and outstanding.
The following table represents the Beneficial Ownership of the Company after the
issuance of the 4,000,000 shares at closing to LVRE, resulting in 21,589,686
common shares issued and outstanding:
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Shareholder
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Address
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Shares
|
%
|
|
Las
Vegas Railway Express
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Las
Vegas, NV
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4,000,000
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18.5%
|
|
JMW
Fund, LLC
|
Pasadena,
CA
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2,584,477
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12.0%
|
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Allegheny
Nevada Holdings Corporation
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Henderson,
NV
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2,402,728
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11.1%
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San
Gabriel Fund, LLC
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Pasadena,
CA
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1,421,694
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6.6%
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CBS
Consultants Inc
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Henderson,
NV
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1,296,729
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6.0%
|
|
James
Capital
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Spokane,
WA
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1,350,000
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6.3%
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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.
See Item
8.01.
ITEM
3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.
See Item
1.01.
ITEM
8.01 OTHER EVENTS
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:
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(1)
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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.;
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|
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(2)
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To
approve the Asset Purchase Agreement between Liberty Capital Asset
Management, Inc. and Las Vegas Railway
Express;
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|
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(3)
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To
amend the Articles of Incorporation to effectuate a name change from
Liberty Capital Asset Management, Inc. to Las Vegas Railway
Express;
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(4)
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To
approve the adoption of the amended bylaws of the corporation changing the
corporation’s primary business as amended in Proposal
2;
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(5)
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To
amend the Articles of Incorporation to increase the authorized common
stock from 75,000,000 to
200,000,000;
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(6)
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To
ratify the appointment of Hamilton P.C., as independent auditors of the
Company for the fiscal year ending March 31,
2010.
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ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(a)
Financial Statements of Businesses Acquired. As permitted by Item 9.01(a)(4)of
Form 8-K, the Registrant will, if required, file the financial statements
required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Current
Report on Form 8-K which will be filed by the Securities and Exchange Commission
by April 2, 2010.
(b) Pro
Forma Financial Information. As permitted by Item 9.01(b)(2) of Form 8-K, the
Registrant will, if required, file the pro forma financial information required
by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Current Report
on Form 8-K which will be filed with the Securities and Exchange Commission by
April 2, 2010.
(c) Not
applicable.
(d) The
following exhibits are included with his Report:
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Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement
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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.
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Date:
January 28, 2010
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Liberty
Capital Asset Management, Inc.
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By: /s/ Michael A.
Barrron
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Chief
Executive Officer
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