X Rail Asset Fund 1

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

Investment OpportunityFinancing 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 DemandThe passenger rail industry does not provide an upscale commuter service offering

Passenger Ridership Growth

Amtrak Ridership 31.2 mm

Ridership Growth 1997-2012 55%

Metro Ridership % 88%

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 PressRailcars 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 TransformationX Train purchases existing railcars which have come off service and refurbishes them in its car facility.

Refurbishment FacilityAll 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

JAN 2015

Running Car Totals

Keystone Grill

Mohave

4Cars

2 Cars 2 Cars

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

8Cars

12 Cars

12 Cars

16 Cars

16 Cars

20 Cars

20 Cars

8 Cars

4 Cars

2 Cars

LP Starts

2 Cars Release Jan 10th

Move to Vegas/LA

start service

on Surfliner Feb 2014

2 Cars Start

Refurb in Indiana Feb 1, 2014

Luxury Grill

Luxury Lounge

2 Cars CompleteRefurb in Indiana Feb 1, 2014

Deploy to West Coast

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

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

2 Cars

8 Cars

Start

Start

FEB APR JUNMAY JUL SEPAUG OCT NOVMAR DEC

2 Cars 2 Cars 2 Cars2 Cars

2 Cars 2 Cars 8 Cars

X Rail Fund 1 Partnership Railcar Production 2014

Financial Metrics

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

FINANCIAL METRICS

Per Car Number of Cars Total InvestmentTotal Cash Invested $5,000,000 Acquisition Costs $100,000 $6 $600,000 Refurb Costs $750,000 $6 $4,500,000 Total Construction Cost $850,000 $5,100,000 Administrative Cost $100,000 Commission 0.00% 0Total Capital $5,200,000

Depreciation 14% $728,571

Total Investment Cash $5,200,000

Total Capital Raised $5,200,000 Net Capital (residual) $4,371,429 Depreciation Period 7 $728,571

Operating MetricsOPERATING

METRICSCalendar Year 1 Calendar Year 2 Calendar Year 3 Calendar Year 4

Lease Revenue/Car/Month $35,000 Cars Deployed 6 6 6 6Months deployed 8 12 12 4Cash Balance

Lease Revenue $1,680,000 $2,520,000 $2,520,000 $840,000

Depreciation $728,571 $728,571 $728,571 $728,571

Operating Expenses

Administrative Fee $16,000 $24,000 $24,000 $8,000 Travel $16,000 $24,000 $24,000 $8,000 GP Fee 1% $19,600 $25,200 $25,200 $8,400

Car Construction Costs $5,100,000

Total Cash Outlay $5,151,600 $73,200 $73,200 $24,400

Opening Cash Balance $5,200,000 Cash Balance $1,728,400 $2,446,800 $2,446,800 $815,600

Financial Metrics

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

Return on Investment Year 1 Year 2 Year 3 Year 4

Total Cash paid out $1,382,720 $1,957,440 $1,957,440 $652,480

Cumulative Cash Paid Out $1,382,720 $3,340,160 $5,297,600 $5,950,080

Residual Value $4,371,429 $3,642,857 $2,914,286 $2,185,714

Total LP Interest Value $5,754,149 $6,983,017 $8,211,886 $8,135,794

Cash on Cash Return-Annualized 26.59% 37.64% 37.64% 12.55%

Cumulative Cash on Cash Return 26.59% 64.23% 101.88% 114.42%

Residual Value ROI-Annualized 84.07% 70.05% 56.04% 42.03%

Total ROI Including Residual 110.66% 134.29% 157.92% 156.46%

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.