X Rail Asset Fund 1

A Limited partnership for the construction and ownership of passenger railcars for leaseback to run on national routes

Investment Opportunity
Financing of railcars to be deployed by X Train on existing selected urban rail routes

X Train cars can be coupled to the back of existing trains

The Partnership is in the business of providing financing to X Train Corp. for passenger rail cars which X Train will lease back from the Partnership once refurbished.

X train will do the work out of its new facility in Las Vegas, Nevada.
Expected Yields Cash on Cash are anticipated to be in the 30%+ range per year. The Partnership retains ownership of the rail car assets after the three year lease term is up.

Fund Metrics
LVRE is General Partner Investors receive 80% of the net cash quarterly after operating expenses Partnership will build 2 railcars per $1.5 million

Cash Dividends are paid Quarterly to Limited Partners

Upon completion of construction and certification by Amtrak, lease payments of $35,000 per month per car begin to Partnership.

The General Partner

The X Train is the General Partner for the partnership www.vegasxtrain.com

We will manage all affairs of the partnership including investor relations, accounting, K-1 preparation & distribution and supervise all construction on the rail car assets
We are based in Las Vegas and are publicly traded under the symbol XTRN on the OTCQB

Our auditors are BDO

The Market Demand

The passenger rail industry does not provide an upscale commuter service offering

Passenger Ridership Growth

Amtrak Ridership Ridership Growth 1997-2012 55% Metro Ridership % 88% 31.2 mm

10 Busiest Metro Ridership % 63% Calif./NYC

Train ridership grew by 55 percent since 1997, faster than other major travel modes, and now carries over 31 million riders annually, an all-time high.

Ridership Concentration

Route Profitability

Club X Press
Railcars are fitted out to include comfortable seating and an onboard food service section, serving quality meals provided by Masterpiece Cuisine. Upscale business environment for commuters

Club Xpress Class Interior

48 Seat Club Xpress Luxury Car

Car Transformation
X Train purchases existing railcars which have come off service and refurbishes them in its car facility.

Refurbishme nt Facility
All of our railcar refurbishment work has been done out of our Whiteland, Ind. Shop, just south of Indianapolis. Our work going forward will be completed in our new facility here in Las Vegas, Nevada

Production

2014 Car Production Plan

Keystone Grill Mohave
LP Starts

Running Car Totals 4 Cars 4 Cars 8 Cars 8 Cars 12 Cars 12 Cars 16 Cars 16 Cars 20 Cars 20 Cars

2 Cars

JAN

FEB

MAR

APR
2 Cars Complete Refurb in Indiana Feb 1, 2014 Deploy to West Coast

MAY

JUN

JUL

AUG

SEP

OCT

NOV

DEC

2015

2 Cars 2 Cars Start Release Jan 10th Refurb in Move to Indiana Vegas/LA Feb 1, 2014 start Luxury service Grill on Surfliner Luxury Feb 2014 Lounge

Leased cars from Mid America Railcar -3 year term can deploy cars ahead of LP car production to start routes, revenue, and market coverage

X Rail Fund 1 Partnership Railcar Production 2014

Start 2 Cars 2 Cars 2 Cars 2 Cars 2 Cars

8 Cars

Greenbrier Express, Pottstown, PA 13 Low Level Cars Conversion to Grills & Lounges Cars are on hand and ready for conversion

Start

2 Cars

2 Cars

2 Cars

2 Cars

8 Cars

Ahern Xtreme Manufacturing, Elwood, KS and Las Vegas, NV Gallery Car Conversions to X Club Cars Gallery Cars from will be moved for conversion utilize 14 cars from X Train and additional purchases

Financial Metrics
FINANCIAL METRICS

Per Car
Total Cash Invested Acquisition Costs Refurb Costs Total Construction Cost Administrative Cost Commission Total Capital Depreciation Total Investment Cash Total Capital Raised Net Capital (residual) Depreciation Period

Number of Cars Total Investment $5,000,000 $100,000 $6 $600,000 $750,000 $6 $4,500,000 $850,000 $5,100,000 $100,000 0.00% 0 $5,200,000
14% $728,571 $5,200,000 $5,200,000 $4,371,429 $728,571

All forecasts included in this presentation are purely for illustrative purposes and are not be be construed as a guarantee of actual results.

Operating Metrics
OPERATING METRICS Calendar Year 1 Calendar Year 2 Calendar Year 3 Lease Revenue/Car/Month Cars Deployed Months deployed Cash Balance Lease Revenue $35,000 6 8 Calendar Year 4 6 12 6 12 6 4

$1,680,000

$2,520,000

$2,520,000

$840,000

Depreciation
Operating Expenses Administrative Fee Travel GP Fee 1%

$728,571

$728,571

$728,571

$728,571

$16,000 $16,000 $19,600

$24,000 $24,000 $25,200

$24,000 $24,000 $25,200

$8,000 $8,000 $8,400

Car Construction Costs

Total Cash Outlay Opening Cash Balance Cash Balance

$5,100,000
$5,151,600 $5,200,000 $1,728,400 $73,200 $73,200 $24,400

$2,446,800

$2,446,800

$815,600

Financial Metrics
Return on Investment
Total Cash paid out Cumulative Cash Paid Out Residual Value Total LP Interest Value

Year 1
$1,382,720 $1,382,720 $4,371,429 $5,754,149

Year 2
$1,957,440 $3,340,160 $3,642,857 $6,983,017

Year 3
$1,957,440 $5,297,600 $2,914,286 $8,211,886

Year 4
$652,480 $5,950,080 $2,185,714 $8,135,794

Cash on Cash ReturnAnnualized Cumulative Cash on Cash Return

26.59% 26.59%

37.64% 64.23%

37.64% 101.88%

12.55% 114.42%

Residual Value ROI-Annualized

Total ROI Including Residual

84.07%
110.66%

70.05%
134.29%

56.04%
157.92%

42.03%
156.46%

All forecasts included in this presentation are purely for illustrative purposes and are not be be construed as a guarantee of actual results.

How to Subscribe
Accredited Investors Only Request subscription documents and PPM Execute Subscription documents Company suitability review

Wire funds to Partnership

Company executes documents & delivers certificate of ownership in the partnership.