**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON
      D.C. 20549**








**FORM
      10-KSB**




(Mark
      One)





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended April 30, 2008





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from ________________ to _____________________





Commission
      File Number **0-26843**





**Nortia
      Capital Partners, Inc.**


(Name
      of
      Small Business Issuer in Its Charter)




Nevada
            
            90-0254041(State
                or Other Jurisdiction of
            
            (I.R.S.
                Employerof Incorporation or Organization)
            
            Identification No.)400 Hampton View Court, Alpharetta, GA
            
            30004(Address of Principal Executive Offices)
            
            (Zip Code)





(770)
      777-6795


(Issuer’s
      Telephone Number, Including Area Code)





Securities
      registered under Section 12(b) of the Exchange Act:





Title
                of Each Class
            
            Name
                of Each Exchange on Which RegisteredNone
            
            None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.001 Par Value Per Share


(Title
      of
      Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the small business issuer was required to file such reports), and (2)
      has
      been subject to such filing requirements for the past 90 days.


Yes
xNo
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of small business issuer’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. x





Indicate
      by check mark whether the small business issuer is a shell company (as defined
      in Rule 12b-2 of the Exchange Act). Yes
o
      No x





State
      Issuer’s revenues for its most recent fiscal year. $399,987





As
      of
      August 12, 2008, the aggregate market value of our common stock held by
      non-affiliates was approximately $1,164,699 based on 19,411,653 shares held
      by
      non-affliliates* at $0.06 per share, which was the last reported sales price
      of
      the Company’s common stock on the Pink Sheets for such date. (See definition of
      affiliate in Rule 12b-2 of the Exchange Act.)




As
      of
      August 13, 2008, there were 35,099,721 shares of our common stock issued,
      issuable and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes
o
      No x





*
      Without
      asserting that any of the issuer’s directors or executive officers, or the
      entities that own 15,688,068 shares of common stock are affiliates, the shares
      of which they are beneficial owners have been deemed to be owned by affiliates
      solely for this calculation.





**TABLE
      OF CONTENTS**




PagePART
                I
            5Item
                1.
            Description
                of Business
            5Item
                2.
            Description
                of Property
            14Item
                3.
            Legal
                Proceedings
            14Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            16PART
                II
            16Item
                5.
            Market
                for Common Equity and Related Stockholder Matters and Small Business
                Issuer Purchases of Equity Securities
            16Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            17Item
                7.
            Financial
                Statements
            22Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            23Item
                8A (T).
            Controls
                and Procedures
            23Item
                8B.
            Other
                Information
            24PART
                III
            25Item
                9.
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) Of the Exchange Act
            25Item
                10.
            Executive
                Compensation
            27Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            28Item
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            30Item
                13.
            Exhibits
            31Item
                14.
            Principal
                Accountant Fees And Services [Bruce Hallis completing]
            32SIGNATURES
            34


3


**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




In
      addition to historical information, this Annual Report contains statements
      that
      plan for or anticipate the future, including without limitation statements
      under
      the captions “Description of Business,” “Risk Factors” and “Management’s
      Discussion and Analysis or Plan of Operation.” These forward-looking statements
      include statements about our future business plans and strategies, future
      actions, future performance, costs and expenses, interest rates, outcome of
      contingencies, financial condition, results of operations, liquidity, objectives
      of management, and other such matters, as well as certain projections and
      business trends, and most other statements that are not historical in nature,
      that are “forward-looking.”




Because
      we are a “penny stock,” you cannot rely on the Private Securities Litigation
      Reform Act of 1995. Forward-looking information may be included in this Annual
      Report or may be incorporated by reference from other documents we have filed
      with the Securities and Exchange Commission (the “SEC”). You can identify these
      forward-looking statements by the use of words such as “may,” “will,” “could,”
“should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,”
“forecast,” “potential,” “intend,” “continue” and variations of these words or
      comparable words. Forward-looking statements do not guarantee future
      performance, and because forward-looking statements involve future risks and
      uncertainties, there are factors that could cause actual results to differ
      materially from those expressed or implied. These risks and uncertainties
      include, without limitation, those described under “RISK FACTORS” in Item 1 of
      this Annual Report and those detailed from time to time in our filings with
      the
      SEC.




We
      have
      based the forward-looking statements relating to our operations on management’s
      current expectations, estimates and projections about us and the industry in
      which we operate. These statements are not guarantees of future performance
      and
      involve risks, uncertainties and assumptions that we cannot predict. In
      particular, we have based many of these forward-looking statements on
      assumptions about future events that may prove to be inaccurate. Because
      forward-looking statements involve future risks and uncertainties, there are
      factors that could cause actual results to differ materially from those
      anticipated by these forward-looking statements. For example, a few of the
      uncertainties that could affect the accuracy of forward-looking statements
      include:




·
            Changes
                in general economic and business conditions affecting
                us;


·
            Changes
                in the assumptions used in making forward-looking
                statements;


·
            Legal
                or policy developments that diminish our
                appeal;


·
            Changes
                in our business strategies;


·
            Our
                limited operating history;


·
            The
                degree and nature of our
                competition;


·
            Our
                ability to employ and retain qualified employees;
                and


·
            The
                other factors referenced in this Annual Report, including without
                limitation, under the captions “Description of Business,” “Risk Factors”
                and “Management’s Discussion and Analysis or Plan of
                Operation.”




These
      risks are not exhaustive. Other sections of this Annual Report include
      additional factors which could adversely impact our business and financial
      performance. Moreover, we operate in a competitive and changing environment.
      New
      risk factors emerge from time to time and it is not possible for our management
      to predict all risk factors, nor can we assess the impact of all factors on
      our
      business or to the extent to which any factor, or combination of factors, may
      cause actual results to differ materially from those contained in any
      forward-looking statements. Given these risks and uncertainties, we caution
      you
      not to place undue reliance on forward-looking statements as a prediction of
      actual results. All forward-looking statements are made only as of the date
      of
      this Annual Report. Except for our ongoing obligation to disclose material
      information as required by federal securities laws, we do not intend to update
      you concerning any future revisions to any forward-looking statements to reflect
      events or circumstances occurring after the date of this Annual Report. We
      undertake no obligation to publicly update or revise any forward-looking
      statements, whether as a result of new information or future
      events.


4


**PART
      I**




**Item
                1.**
            **Description
                of Business**




Nortia
      Capital Partners, Inc. (“Nortia,” “we,” “us,” “our,” “its,” or the “Company”) is
      an Atlanta, Georgia based merchant banking company that provides access to
      capital and advisory services for management buyouts, recapitalizations and
      the
      expansion needs of emerging growth companies. The Company’s website is www.nortiacapital.com .




**History
      of Company Development**




Nortia
      was organized as BF Acquisition Group I, Inc. under the laws of the State of
      Florida on April 15, 1999 as a “shell” company with plans to seek business
      partners or acquisition candidates. Due to capital constraints, however, we
      were
      unable to continue with our original business plan. In March 2001, we ceased
      our
      business activities and became dormant through May 2003, during which period
      we
      incurred only minimal administrative expenses.




During
      June 2003, present management was engaged to raise additional capital, and
      to
      initiate activities to re-establish the business. During the fiscal quarter
      ending July 31, 2003, the business re-entered the development stage. At that
      time, management raised capital and commenced preparations to operate as a
      business development corporation (“BDC”), intending to become regulated pursuant
      to certain requirements of the Investment Company Act of 1940 (the “1940 Act”)
      applicable to BDCs.




Effective
      August 2, 2004, BF Acquisition Group I, Inc. changed its name to Nortia Capital
      Partners, Inc.




On
      October 15, 2004, we entered into a definitive share exchange agreement (the
      “Exchange Agreement”) with Global Life Sciences, Inc. (“Global”), a publicly
      traded Nevada corporation, which then changed its name to “Nortia Capital
      Partners, Inc.” On December 2, 2004, the Exchange Agreement was consummated. On
      December 3, 2004, the business was merged into the Nevada corporation with
      the
      Nevada corporation surviving. As a result of the recapitalization, we are now
      organized under the laws of the State of Nevada.




On
      January 4, 2005, we filed Form N-54A with the SEC, which constituted our
      election to be regulated as a BDC pursuant to Section 54 of the 1940 Act. As
      a
      result, we operated as an investment company with a plan to build an investment
      portfolio and enhance the Company’s shareholder value. It was our intention to
      provide capital and advisory services for management buyouts, recapitalizations
      and the growth and capital needs of emerging growth companies. As a BDC, we
      expected to derive our revenues through direct investments into private
      companies, start-up companies and through the opportunities provided by
      turn-around companies. Additionally, we intended to provide fee-based business
      expertise through in-house consultants and contract consultants.




In
      June
      2005, we determined to commence an offering of shares of our common stock as
      a
      BDC in accordance with the exemption from the registration requirements of
      the
      Securities Act of 1933 as provided by Regulation E. In connection with that
      prospective offering, we filed a Form 1-E with the SEC, which was reviewed
      in
      the ordinary course, and with respect to which a comment letter was issued
      by
      the SEC staff to the Company. As a result, we understood we were out of
      compliance with certain rules and regulations governing the business and
      affairs, financial status and financial reporting items applicable to BDCs.
      Ultimately, the Board of Directors of the Company (the “Board”) directed the
      Company to take immediate and substantial steps to remediate certain of the
      compliance failures, and the Company informed the SEC staff of these steps.


5


After
      careful consideration of the 1940 Act requirements applicable to BDCs, an
      evaluation of the Company’s ability to operate as a going concern in an
      investment company regulatory environment, the cost of 1940 Act compliance
      and a
      thorough assessment of potential alternative business models, the Board
      determined that continuation as a BDC was not in the best interest of the
      Company and its shareholders. On February 10, 2006, upon the recommendation
      of
      the Board, a majority of the then outstanding shares voted to approve withdrawal
      of our election as a BDC.




On
      May 2,
      2006, we filed Form N-54C with the SEC formally withdrawing our election to
      be
      subject to the 1940 Act, pursuant to the provisions of section 54(c) of the
      1940
      Act. As of that date, the Company was no longer a BDC, and now intends at all
      times to conduct its activities in such a way that it will not be deemed an
      “investment company” subject to regulation under the 1940 Act. Thus, we do not
      hold ourselves out as being engaged primarily in the business of investing,
      reinvesting or trading in securities. In addition, the Company intends to
      conduct its business in such a manner as to ensure that it will at no time
      own
      or propose to acquire investment securities having a value exceeding 40 percent
      of the Company’s total assets at any one time.




For
      the
      period between January 4, 2005 (commencement of our status as a BDC) and April
      30, 2006 (immediately prior to termination of our BDC status), we explored
      certain investment opportunities. In July 2005, we entered into an agreement,
      as
      our first project, to acquire a minority equity interest in Holley
      Communications Investment, Inc. Additionally, in March 2006, we acquired a
      minority interest in Knight Energy Corp. The Company, however, never generated
      any revenue from its operations as a BDC.




We
      previously intended to elect to be treated as a registered investment company
      (an “RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). As an
      RIC, we generally would not have been taxed on investment company taxable income
      or realized net capital gains, to the extent that such taxable income or gains
      were distributed, or deemed to be distributed, to stockholders on a timely
      basis. However, with the filing of Form N-54C with the SEC in May 2006 as
      discussed previously, the Company is no longer a BDC and no longer qualifies
      as
      an RIC.




**Our
      Strategy**




Subsequent
      to our withdrawal as a BDC, Nortia changed the nature of its business focus
      from
      investing, owning, holding or trading in investment securities to that of an
      operating company intending to provide merchant banking-type services to small,
      private companies seeking to become publicly held and traded. Specifically,
      we
      intend to identify small private companies and assist them with managerial,
      accounting and financial advice and help them to raise necessary capital by
      introducing them to potential investors. As compensation for these services,
      Nortia proposes to receive restricted shares of these companies’ stock.




On
      January 8, 2008, Nortia acquired Friedland Investment Events LLC (FIE) and
      Herd
      on the Street LLC (HOTS), both privately-held companies, and their associated
      brands in exchange for a total of 1,000,000 shares of Nortia's common
      stock. The acquisitions are the first step in a strategic shift for Nortia
      as
      discussed above as Nortia is expanding its services to better meet the needs
      of
      emerging companies navigating the financial marketplace. With the FIE/HOTS
      acquisition, Nortia will be able to offer clients a broad range of financial
      communications products and services.


6


FIE,
      headquartered in Denver, Colorado with offices in Pennington, New Jersey, is
      one
      of the largest sponsors of financial and investment events, sponsoring events
      annually throughout the United States. These events include all-day conferences,
      luncheons, breakfasts, VIP cocktail receptions, and other special events. Most
      notably,  FIE's bi-annual Alternative Energy and Clean Tech Conference and
      Global Equities Conference series have developed a strong following within
      the
      investment community and among investors.





HOTS,
      which is also headquartered in Denver, Colorado is an Internet-based marketing
      platform for publicly-traded companies and independent equity research
      providers.





The
      management of Nortia includes individuals with direct operating and ownership
      experience, and our management works with client companies from a strategic
      perspective to advise and support them on a broad range of issues. We also
      support our client companies with access to capital to fund expansion and add-on
      acquisitions. Our contribution to the success of our client companies extends
      beyond our capital and financing expertise. After a participation arrangement
      is
      made with Nortia, the client company retains its operating autonomy. Nortia
      leaves the day-to-day affairs of client companies to the management teams,
      while
      providing strategic oversight and possible participation as active members
      of
      the client companies’ boards of directors.




**Market
      and Customers**




Our
      target market consists of micro-cap publicly traded companies and also small,
      private companies seeking to become publicly held and traded. Specifically,
      the
      Company will identify these companies (the “Clients”) and assist them with
      managerial, accounting and financial advice. As compensation for these services,
      the Company proposes to receive shares of the Client, or a combination of cash
      and shares and/or options to purchase shares of the Client. Moreover, the
      Company’s ability to identify and to help to build successful new and emerging
      enterprises is difficult. There can be no assurance that the Company will be
      successful in identifying and developing these ventures.




**Competition**




We
      compete for investments with a large number of private equity funds and
      mezzanine funds, business development companies, other investment banks, other
      equity and non-equity based investment funds, and other sources of financing,
      including specialty finance companies and traditional financial services
      companies such as commercial banks. Many of our competitors also have
      substantially larger operating staffs and greater resources than we do.
      Increased competition would make it more difficult for us to purchase or
      originate investments at attractive prices. As a result of this competition,
      sometimes we may be precluded from making otherwise attractive
      investments.




**Our
      Employees**




As
      of
      April 30, 2008, we have four full-time employees and no part-time employees.
      We
      are not a party to any collective bargaining agreements. We believe that our
      relations with our employees are good.




**RISK
      FACTORS**




Any
      investment in our common stock involves a high degree of risk. In addition
      to
      the other information contained in this report, including risks and
      uncertainties described elsewhere, you should carefully consider the following
      risk factors and all of the information contained in this Annual Report in
      evaluating us or deciding whether to purchase our common stock. The risks and
      uncertainties described below or elsewhere in this Annual Report are not the
      only risks we face. Additional risks and uncertainties not presently known
      to us
      or that we currently deem immaterial also may impair our business and
      operations. The following list of risk factors should not be considered as
      all
      inclusive. If any of the following risks were to occur, our business, financial
      condition, operating results and cash flows could be materially affected, all
      of
      which might cause the trading price of our common stock to decline, and you
      could lose all or part of any investment you may make in our common
      stock.


7


Our
      actual results may differ materially from those anticipated in our
      forward-looking statements. We operate in a market environment that is difficult
      to predict and that involves significant risks and uncertainties, many of which
      will be beyond our control. Refer also to “SPECIAL NOTE REGARDING
      FORWARD-LOOKING STATEMENTS” at the beginning of this Annual Report.




**Risks
      related to our industry, business and strategy** **.**




**We
      have suffered significant operating loss in our current fiscal year and since
      inception.**




During
      the fiscal year ended April 30, 2008, we had a net loss of $782,640, and we
      have
      had significant cumulative net losses since inception. Our principal uses of
      cash to date have been for operating activities, and we have funded our
      operations since entering a new development stage on May 1, 2006 by the sale
      of
      our common stock. Effective May 1, 2006, we were no longer a BDC, and we
      commenced a new business model as a merchant banking firm. There is no assurance
      that we will be successful under our new business model, achieve revenues or
      earn sufficient cash flow to fund our required expenditures. Additionally,
      there
      is no assurance that additional equity or debt financing will be available
      on
      terms acceptable to our management.




**An
      investment in our Company is a highly speculative investment.**




Ownership
      of our common stock is extremely speculative and involves a high degree of
      economic risk, which may result in a complete loss of investment. Only persons
      who have no need for liquidity and who are able to withstand a loss of all
      or
      substantially all of their investment should purchase our common
      stock.




**We
      are highly dependent upon management, and the Company’s future success depends
      on the continued contribution of key management, some of whom would be difficult
      to replace.**




The
      Company’s growth and profitability depend on its ability to attract and retain
      skilled employees and on the ability of its officers and key personnel to select
      and retain Client companies successfully and to provide management assistance
      to
      the Company’s Client companies. If the services of these individuals are no
      longer available to the Company for any reason, the Company will be required
      to
      obtain other executive personnel to manage and operate the Company and to
      provide management assistance to the Company’s Client companies. In such event,
      there can be no assurance that the Company will be able to employ qualified
      persons on terms favorable to the Company.




**Operating
      results may fluctuate and may not be indicative of future performance.**




Our
      operating results may fluctuate and, therefore, you should not rely on current
      or historical period results to be indicative of our performance in future
      reporting periods. Factors that could cause operating results to fluctuate
      include, but are not limited to, variations in the investment origination volume
      and fee income earned, variation in timing of prepayments, variations in and
      the
      timing of the recognition of net realized gains or losses and changes in
      unrealized appreciation or depreciation, the degree to which we encounter
      competition in our markets, and general economic conditions.


8


**We
      have a limited operating history which may affect our ability to manage our
      business and may impair your ability to assess our prospects.**




We
      were
      incorporated in April 1999 but only commenced business and investment operations
      as a BDC in mid-January 2005. Additionally, effective May 2006, we withdrew
      our
      election to be a BDC, and commenced a new business model as a merchant banking
      firm. We are subject to all of the business risks and uncertainties associated
      with any new business enterprise, including the risk that we will not achieve
      our business objective and that the value of our common stock or other
      securities could decline substantially. As a result, we have very limited
      operating results, and because the Company has not engaged in this line of
      business before, there is no guarantee that it will be successful in
      implementing the business plan, or that if implemented, it will ever earn
      material revenues from its business. Our new business model depends to a
      significant extent upon strong referral relationships with venture capital,
      private equity fund sponsors and other investment banking and financial
      institutions, and our inability to develop or maintain these relationships,
      or
      the failure of these relationships to generate Client relationships could
      adversely affect our business. We expect that members of our management team
      will maintain their relationships with venture capital, private equity firms,
      and investment banking and financial institutions, and we will rely to a
      significant extent upon these relationships to provide us with our deal flow.
      If
      we fail to maintain our existing relationships or to develop new relationships
      with other firms or sources of investment opportunities, then we will not be
      able to succeed and grow. In addition, persons with whom members of our
      management team have relationships are not obligated to provide us with business
      opportunities, and, therefore, there is no assurance that such relationships
      will lead to the origination of new business.




**We
      may not be able to obtain the regulatory approvals necessary to implement all
      aspects of our new business plan.**




In
      order
      to fully implement all aspects of our new business model, we will need to either
      become licensed as a broker-dealer or acquire a licensed broker-dealer. To
      effect this, we will be required to apply for and obtain the requisite approvals
      of the Financial Industry Regulatory Authority (“FINRA”). Because our business
      plan is relatively unique, there is no guarantee that we will obtain FINRA
      approvals within a reasonable time period or at all. Therefore, we may not
      be
      able to implement our business plan.




**The
      Company may continue to be deemed an “investment company” subject to regulation
      under the 1940 Act.**




Under
      the
      new business model as a merchant bank, the Company intends at all times to
      conduct its activities in such a way that it will not be deemed an “investment
      company” subject to regulation under the 1940 Act. Thus, it will not hold itself
      out as being engaged primarily in the business of investing, reinvesting or
      trading in securities. In addition, the Company intends to conduct its business
      in such a manner as to ensure that it will at no time own or propose to acquire
      investment securities having a value exceeding 40 percent of the Company’s total
      assets at any one time. The regulations under the 1940 Act are complex. As
      a
      non-BDC entity, there is a risk that the Company will perform an activity that
      will cause it to be classified as an “investment company,” and subject it to the
      1940 Act requirements. Under the Company’s new business model as a merchant
      banking firm, it will acquire shares in its Client companies. Accordingly,
      the
      Company must ensure that these Client shares do not put the Company in the
      business of “investing, reinvesting or trading in securities.” The consequences
      of such an event could result in significant financial and regulatory liability
      to the Company.


9


**Management
      has discretionary use of Company assets.**




We
      continue to look for and investigate other business opportunities that are
      consistent with our business plan. Accordingly, management has broad discretion
      to utilize the Company’s assets with respect to any particular Client or
      Clients. There can be no assurance that management’s use or allocation of the
      Company’s assets will allow the Company to achieve its business
      objectives.




**We
      operate in a competitive market for our target business
      opportunities.**




We
      are a
      small firm and we operate in a highly competitive market. As a result of this
      competition, sometimes we may be precluded from obtaining otherwise attractive
      business opportunities.




**We
      expect that the securities we receive in each instance initially may be
      illiquid. Our Clients may not be able to create, maintain, or increase liquidity
      for the securities that they issue to us.** ****




We
      expect
      that we will generally receive securities directly from a Client in a privately
      negotiated transaction, and that the securities we receive will typically have
      no established trading market. The illiquidity of the securities we receive
      may
      adversely affect our ability to dispose of those securities at times when it
      may
      be otherwise advantageous for us to liquidate such securities. In addition,
      if
      we are forced to liquidate some or all of the securities immediately, the
      proceeds of such liquidations could be significantly less than otherwise would
      have been realized absent the sudden liquidation.




Economic
      recessions or downturns could impair our Clients and harm our operating results.
      Many of our Clients may be susceptible to economic slowdowns or recessions.
      An
      economic slowdown may affect the ability of a Client to create or increase
      liquidity for its securities. These conditions could lead to financial losses
      for the Company, as well as a decrease in our revenues, net income and
      assets.




**Changes
      in the law or regulations that govern us could have a material impact on us
      or
      our operations.**




As
      a
      public company, we are regulated by the SEC and other federal and state
      regulatory agencies. In addition, changes in the laws or regulations that
      govern, for example, small business investment companies may significantly
      affect our business. Any change in the law or regulations that govern our
      business could have a material impact on us or our operations. Laws and
      regulations may be changed from time to time, and the interpretations of the
      relevant laws and regulations also are subject to change, which may have a
      material effect on our operations.




**Future
      offerings of debt securities, which would be senior to our common stock upon
      liquidation, or equity securities, which could dilute our existing stockholders
      and be senior to our common stock for the purposes of distributions, may have
      an
      adverse effect on the value of our common stock.**




In
      the
      future, we may attempt to increase our capital resources by making additional
      offerings of equity or debt securities, including medium-term notes, senior
      or
      subordinated notes and classes of preferred stock or common stock. Upon our
      liquidation, holders of our debt securities, if any, and shares of preferred
      stock, if any, and lenders with respect to other borrowings, if any, may receive
      a distribution of our available assets prior to the holders of our common stock.
      Additional equity offerings by us may dilute the holdings of our existing
      stockholders or reduce the value of our common stock, or both. Any preferred
      stock we may issue may have a preference on distributions that could limit
      our
      ability to make distributions to the holders of our common stock. Because our
      decision to issue securities in any future offering will depend on market
      conditions and other factors beyond our control, we cannot predict or estimate
      the amount, timing or nature of our future offerings. Thus, our stockholders
      bear the risk of our future offerings reducing the market price of our common
      stock and diluting their stock holdings.


10


**If
      we fail to maintain effective internal controls over financial reporting, the
      price of our common stock may be adversely affected. We have determined one
      material weakness and three other weaknesses in our internal control over
      financial reporting.**




Our
      management, including our principal executive officer and principal accounting
      officer, conducted an evaluation of the effectiveness of our internal control
      over financial reporting using the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control—Integrated Framework. Based on its evaluation, our management concluded
      that there is a material weakness in our internal control over financial
      reporting. A material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a
      reasonable possibility that a material misstatement of the Company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis.




The
      material weakness(s) identified are:




1.
            The
                Company does not have a full-time accounting controller and utilizes
                a
                part-time consultant to perform these critical responsibilities.
                This lack
                of full-time accounting staff results in a lack of segregation of
                duties
                and accounting technical expertise necessary for an effective system
                of
                internal control.




Additionally,
      management determined during its internal control assessment that the following
      weakness(s), while not considered material, are items that should be considered
      by the Board of Directors for resolution in the near future:




2.
            The
                Company should take steps to enhance the security for bank wire transfers.
                Currently, the CFO and CEO provide instruction to the part-time consultant
                to initiate a wire transfer. As a security enhancement, the Bank
                should be
                required to obtain approval from the CEO or CFO to make the wire
                transfer.




3.
            The
                Company should take steps to implement a written policies and procedures
                manual.




4.
            The
                Company utilizes an IT remote access server to store of all of the
                Company’s financial data. Although the data has proper firewall and other
                security measures implemented, the information is critical for the
                Company
                and an internal server at the Company headquarters should be
                considered.




In
      order
      to mitigate all of the above weaknesses(s), to the fullest extent possible,
      all
      financial reports are reviewed by the Chief Executive Officer as well as the
      Board of Directors for reasonableness. All unexpected results are investigated.
      At any time, if it appears that any control can be implemented to continue
      to
      mitigate such weaknesses, it is immediately implemented. As soon as our finances
      allow, we will hire sufficient accounting staff and implement appropriate
      procedures as described above.




The
      disclosure of these items may have an adverse impact on investor confidence
      and
      the price of our common stock. Failure to establish and maintain appropriate
      internal controls over financial reporting, or any failure of those controls
      once established, could have a material adverse effect on our business,
      financial condition or results of operations or raise concerns for investors.
      Any actual or perceived weaknesses or conditions in our internal controls over
      financial reporting that need to be addressed may have a material adverse effect
      on the price of our common stock.


11


**Attempts
      to grow our business could have an adverse effect on the success of our business
      plan.**




Because
      of our small size, we desire to grow rapidly in order to achieve certain
      economies of scale. Although there is no assurance that this rapid growth will
      occur, to the extent that it does occur, it will place a significant strain
      on
      our financial, technical, operational and administrative resources. As we
      increase our services and enlarge the number of projects we are evaluating
      or in
      which we are participating, there will be additional demands on our financial,
      technical and administrative resources. The failure to continue to upgrade
      our
      technical, administrative, operating and financial control systems or the
      occurrence of unexpected expansion difficulties, including the recruitment
      and
      retention of qualified employees, could have a material adverse effect on our
      business, financial condition and results of operations.




**Our
      officers and directors are engaged in other businesses that result in conflicts
      of interest with us.**




Both
      of
      our officers and directors also serve as officers and directors of other
      companies or have significant shareholdings in other companies. For example,
      our
      Chief Executive Officer, William J. Bosso, is the CEO, director and largest
      shareholder of Knight Energy Corp. (“Knight”), an oil and gas exploration and
      production company. In addition, our Chief Financial Officer, Bruce A. Hall,
      is
      the Chief Financial Officer and a director of Knight Energy Corp.




Because
      of the Company’s ownership of a large amount of Knight common stock, our
      officers and directors could have a conflict of interest in certain situations.
      To the extent that the Company participates in ventures with Knight, or provides
      Knight with possible financial resources, these officers and directors will
      have
      a conflict of interest in negotiating and concluding terms relating to the
      extent of such participation. In the event that such a conflict of interest
      arises at a meeting of the board of directors, a director who has such a
      conflict must disclose the nature and extent of his interest to the board of
      directors. In accordance with the laws of the State of Nevada, our officers
      and
      directors are required to act honestly and in good faith with a view to the
      best
      interests of the Company.




**We
      have limited senior management resources, and we need to attract and retain
      highly skilled personnel; we may be unable to effectively manage growth with
      our
      limited resources.**




Our
      limited senior management requires them to handle an increasingly large and
      more
      diverse amount of responsibility. Expansion of our business will place a
      significant additional strain on our limited managerial, operational and
      financial resources. To the extent that we do expand our business, of which
      there is no assurance, we will be required to expand our operational and
      financial systems and to expand, train and manage our work force in order to
      manage the expansion of our operations. Any failure to fully integrate our
      new
      employees into our operations could have a material adverse effect on our
      business, prospects, financial condition and results of operations. Our ability
      to attract and retain highly skilled personnel is critical to our operations
      and
      expansion. We face competition for these types of personnel from other
      merchant-banking-type entities, many of which have significantly larger
      operations and greater financial, marketing, human and other resources than
      we
      have. We may not be successful in attracting and retaining qualified personnel
      on a timely basis, on competitive terms, or at all. If we are not successful
      in
      attracting and retaining these personnel, our business, prospects, financial
      condition and results of operations will be materially adversely affected.
      Our
      future success will be dependent on our ability to attract and retain key
      personnel.


12


**We
      do not have a full-time Controller.**




Notwithstanding
      the other time commitments of our Chief Financial Officer and Chief Executive
      Officer, we currently do not have a full-time Controller. Rather, we utilize
      an
      external consultant to record our accounting information, and to assist our
      preparation of required SEC reports, including this Form 10-KSB. In
      addition, compliance with Section 404 of the Sarbanes-Oxley Act of 2002 has
      and
      will continue to place additional strain on our limited managerial, operational
      and financial resources, which we believe will be very significant and could
      have a material adverse effect on our business, prospects, financial condition
      and results of operations.




**Risks
      related to our common stock** **.**




**Current
      management controls our outstanding Common Stock.**




Our
      officers and directors own in excess of approximately 21% of our total issued
      and outstanding common stock. It can be expected that our officers and
      directors, by virtue of their percentage share ownership, will be able to
      continue to control the Company’s Board of Directors and its
      policies.




**There
      is no active trading market or other liquidity for investors in the common
      stock.**




There
      is
      no active trading market for the common stock and an investor cannot expect
      to
      liquidate his or her investment in an orderly manner regardless of the necessity
      of doing so. Although our common stock is currently traded on the Pink Sheets,
      it is an extremely thinly traded stock. Investors should recognize the
      illiquidity of an investment in the Company.




There
      is
      no assurance that our common stock will continue to meet the criteria necessary
      to qualify for listing on the Pink Sheets. Further, there is no assurance that
      our common stock can be made to meet the criteria necessary to qualify for
      listing on the NASDAQ or the American Stock Exchange. Even if our common stock
      does meet the criteria, there is no assurance that our common stock would be
      accepted for listing on NASDAQ or the American Stock Exchange.




**Even
      if an active trading market develops, stock prices may be
      volatile.**




It
      is
      currently anticipated that even if the trading volume in our common stock
      increases, of which there is no assurance, the price of the common stock will
      be
      low and also may be volatile. Many brokerage firms may not execute transactions
      and may not deal with low- priced securities as it may not be economical for
      them to do so. This could have an adverse effect on developing and sustaining
      a
      market for our securities. In addition, there is no assurance that an investor
      will be able to use our securities as collateral.




**Our
      common stock is subject to penny stock regulation.**




As
      a
      penny stock, our common stock is subject to additional disclosure requirements
      for penny stocks mandated by the Penny Stock Reform Act of 1990. SEC Rule
      3(a)(51) generally defines a penny stock as an equity security that is not
      traded on the NASDAQ Stock Market or another recognized stock exchange and
      has a
      market price of less than $5.00 per share. Depending upon our stock price,
      our
      common stock may be included within this definition, and it may be subject
      to
      Rule 15g-9 promulgated under the Securities Exchange Act of 1934. Under this
      rule, broker-dealers who recommend such securities to persons other than
      established customers and accredited investors must make a special written
      disclosure to, and a suitability determination for, the purchaser, and the
      broker-dealer must receive the purchaser’s written agreement to a transaction
      prior to sale. The regulations on penny stocks limit the ability of
      broker-dealers to sell our common stock, and thus may also limit the ability
      of
      purchasers of our common stock to sell their securities in the secondary market.
      Our common stock will not be considered a “penny stock” if our net tangible
      assets exceed $2,000,000 or our average revenue is at least $6,000,000 for
      the
      previous three years.


13


**Raising
      additional capital through the sale of common stock would dilute existing
      shareholders.**




In
      order
      to pursue our business plan, we will need to raise additional capital. If we
      are
      able to obtain additional funding through the sale of common stock, the
      financing may dilute the equity ownership of existing stockholders.




**Our
      Board of Directors can issue preferred stock with terms that are preferential
      to
      our common stock.**




Our
      Board
      of Directors may issue up to 5,000,000 shares of preferred stock without action
      by our stockholders, which preferred stock may have rights that are superior
      to
      those of holders of our common stock. Rights or preferences could include,
      among
      other things:




·
            the
                establishment of dividends which must be paid prior to declaring
                or paying
                dividends or other distributions to our common
                stockholders;


·
            greater
                voting rights or preferential liquidation rights which could negatively
                affect the rights of common stockholders; and


·
            the
                right to convert the preferred stock at a rate or price which would
                have a
                dilutive effect on the outstanding shares of common
                stock.




**We
      have not and do not anticipate paying cash dividends on our Common
      Stock.**




We
      have
      not paid any cash dividends to date with respect to our common stock. We do
      not
      anticipate paying cash dividends on our common stock in the foreseeable future
      since we will use all of our earnings, if any, to finance expansion of our
      operations. However, we are authorized to issue preferred stock and may in
      the
      future pay dividends on our preferred stock that may be issued.




**Item
                2.**
            **Description
                of Property**




We
      do not
      own any real estate or other physical properties materially important to our
      operations.




We
      have
      offices located at 400 Hampton View Court, Alpharetta, Georgia 30004. We do
      not
      have a lease and we are not paying rent for this office space. It is being
      provided to the Company by an officer/director free of charge. Use of this
      office space and the related value is de minimis. Therefore, no expense has
      been
      recorded in the accompanying financial statements.




Effective
      February 18, 2008, the Company commenced a sublease for Nortia’s office in New
      York, New York. The sublease term is through April 29, 2009 with base rent
      monthly payments of $3,282 for year 1 and $3,382 thereafter through the
      expiration date of April 29, 2009. Additionally, the Company must pay its share
      of pro-rata operating expenses. The Company paid a security deposit of $9,846
      for the sublease through a letter of credit secured by a financial institution
      certificate of deposit (“CD”) and the CD will be classified as restricted cash
      in the consolidated financial statements.





The
      Company also anticipates that it will execute a lease for 950 square feet of
      office space in Ewing, New Jersey in the near future.




We
      believe that our office facilities are suitable and adequate for our business
      as
      it is contemplated to be conducted.




**Item
                3.**
            **Legal
                Proceedings**




During
      the period covered by this Annual Report, and as of the present date, we were
      not and are not a party to any material legal proceedings, nor were or are
      we
      aware of any threatened litigation of a material nature against us, except
      as
      set forth below.


14


On
      April
      21, 2005, Mirador Consulting, Inc. (“Mirador”) filed a Complaint against Nortia
      Capital Partners, a Florida corporation and predecessor to us, in the County
      Court (“County Court Litigation”) in and for Palm Beach County, Florida. Mirador
      alleged causes of action for Breach of Contract and Unjust Enrichment/Quantum
      Meruit and sought $10,000.00 in damages for payments allegedly due to Mirador
      pursuant to a consulting agreement dated December 22, 2004. Pursuant to the
      terms of that agreement, Mirador had received shares in our Company as its
      compensation and therefore was not entitled to cash compensation in addition.
      On
      December 6, 2004, 16 days prior to the execution of the consulting agreement,
      the defendant (the Florida corporation) had merged with and into us and, as
      a
      result, ceased to exist. Subsequently, the Company has filed a number of motions
      to dismiss and/or strike Mirador’s filing of amended defenses and claims. On
      June 29, 2006, Mirador filed a Motion for Declaratory Judgment and Motion for
      Judgment on the Pleadings that sought final resolution to the Company’s claims
      in Mirador’s favor. In order to address any alleged deficiencies in its claims,
      the Company filed a Motion for Leave Amended Complaint on January 22, 2007.
      The
      Court granted that Motion on January 29, 2007. On February 8, 2007, Mirador
      filed a Motion to Dismiss the Company’s complaint with prejudice and this motion
      remains pending. On March 20, 2007, the Company served Mirador with discovery
      requests and Mirador’s responses have not been received and are overdue.




The
      Company intends to continue vigorously defending its rights in this manner,
      as
      it believes such allegations are without merit. We also believe that the Company
      and all named third-party defendants have meritorious defenses to Mirador’s
      Counterclaims, for the reasons set forth in our filings.




In
      May
      2008, Matthew T. Henninger (“Henninger”), a former officer and director of the
      Company, filed a civil action claim in the Superior Court of Fulton County,
      State of Georgia against the Company and William J. Bosso, our Chief Executive
      Officer and a director. Additionally, Robin Smith (“Smith”) filed a civil claim
      in the State of New York against the Company. Henninger held certain shares
      of
      the Company’s common stock that were pledged to Smith and upon a default of the
      pledge, the shares were surrendered to Smith. Smith attempted to have the
      certificates transferred to her name but was denied by the Company’s transfer
      agent per instruction of the Company. Henninger and Smith have filed their
      claims to require the Company’s transfer agent to transfer the shares in the
      name of Henninger to Smith.




The
      Company strongly disagrees with the claims and responded to the claims by
      providing evidence that Henninger had breached a contract made with the Company
      whereby Henninger would sell his common stock to a third-party for a purchase
      price of $200,000. The Company has asked the court to enter a judgment against
      Henninger in favor of the Company compelling Henninger to sell his shares to
      the
      third-party for $200,000 per the contract.




The
      Company has and intends to continue vigorously defending its rights in this
      manner, as it believes such allegations are without merit. We also believe
      that
      the Company and all named third-party defendants have meritorious defenses
      to
      the claims, for the reasons set forth in our filings.




Due
      to
      the nature of the Company’s business, the Company may be at risk of being
      classified as an investment company under the Investment Company Act of 1940.
      Currently, the Company holds 1,250,000 shares of Knight Energy Corp. (“Knight”),
      and the shares have been valued at $875,000 in the accompanying financial
      statements as of April 30, 2008. (On July 15, 2008, the closing high bid
      and low ask prices on the Pink Sheets for Knight common stock were $1.76 and
      $1.55 per share, respectively.) However, in March 2007 the Company entered
      into
      a voting trust agreement (“VTA”) whereby the Company is the trustee and has
      voting control for 12,200,000 shares of Knight common stock or approximately
      60%
      of the outstanding shares. As a result of the VTA, and because the Company
      has
      voting control over approximately 60% of the Knight outstanding shares, the
      Company believes that the Knight shares it holds are not “investment securities”
as defined by the 1940 Act. However, if the SEC disagrees with the Company’s
      position on the Knight securities, the Company may be subject to potential
      enforcement action by the SEC to additional liability.


15


In
      March
      2007, the Atlanta District office of the SEC requested that the Company
      voluntarily produce certain documents and information relating in principal
      part
      to the April 2005 Private Placement Offering of the Company’s common stock.
      Management has cooperated fully with the SEC in this matter and provided all
      requested documents and information to the SEC. Although it may be possible
      that
      the Company will be subject to additional liability, an amount cannot be
      reasonably estimated and therefore no liability has been recorded at April
      30,
      2008.




**Item
                4.**
            **Submission
                of Matters to a Vote of Security
                Holders**




None




**PART
      II**




**Item
                5.**
            **Market
                for Common Equity****and****Related
                Stockholder Matters and Small Business Issuer Purchases of Equity
                Securities**




**Market
      Information**




Our
      common stock is quoted by Pink Sheets LLC under the symbol “NCPN.” The following
      table sets forth the high and low bid prices for our common stock for the
      periods indicated, as reported by Pink Sheets LLC. Such quotations reflect
      inter-dealer prices, without retail mark-up, mark-down or commissions, and
      may
      not necessarily represent actual transactions.




**High**
            
            **Low**Fiscal
                Year Ended April 30, 2008First
                Quarter
            
            $
            0.85
            
            $
            0.33Second
                Quarter
            
            $
            0.74
            
            $
            0.28Third
                Quarter
            
            $
            0.70
            
            $
            0.28Fourth
                Quarter
            
            $
            0.40
            
            $
            0.17Fiscal
                Year Ended April 30, 2007First
                Quarter
            
            $
            3.35
            
            $
            1.24Second
                Quarter
            
            $
            1.90
            
            $
            0.86Third
                Quarter
            
            $
            0.89
            
            $
            0.30Fourth
                Quarter
            
            $
            0.80
            
            $
            0.30


On
      August
      12, 2008, the closing bid price for a share our common stock, as reported by
      Pink Sheets LLC, was $0.06.




**Holders**




As
      of
      August 13, 2008, there were approximately 193 stockholders of record of our
      common stock, which does not include shareholders whose shares are held in
      street or nominee names. No shares of our preferred stock were issued or
      outstanding as of August 13, 2008.


16


**Dividends**




No
      cash
      dividends have been declared or paid on our common stock since our inception.
      No
      restrictions limit our ability to pay cash dividends on our common stock. We
      do
      not expect to pay any cash dividends in the near future.




**Securities
      Authorized For Issuance Under Equity Compensation Plans**




The
      Company has no shares of our common stock authorized for issuance under any
      equity compensation plan.




**Recent
      Sales of Unregistered Securities**




None.




**Item
                6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**




The
      following discussion and analysis of our financial condition and results of
      operations is qualified by reference to, and should be read in conjunction
      with,
      our audited consolidated financial statements included in this Annual Report
      (the “ *Financial
      Statements* ”),
      and
      the accompanying notes thereto, and the other financial information appearing
      elsewhere in this Annual Report. The analysis set forth below is provided
      pursuant to applicable SEC regulations and is not intended to serve as a basis
      for projections of future events. As discussed above, our actual results may
      differ materially from those anticipated in our forward-looking statements.
      Please also refer to “SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS”
beginning on page 4 of this Annual Report and “RISK FACTORS” beginning on page 8
      of this Annual Report.




**OVERVIEW**




For
      a
      description of the historical development of our business, please refer to
“Item
      1. Description of Business – History of Company Development” beginning on
      page 5 of this Annual Report.




**RECENT
      DEVELOPMENTS**




Between
      December 28, 2007 and March 21, 2008, the Company received $349,530 of net
      proceeds from the exercise of 1,398,120 warrants at an exercise price of $.25
      per share.




**Critical
      Accounting Policies**




The
      methods, estimates and judgment we use in applying our most critical accounting
      policies have a significant impact on the results we report in our financial
      statements. The SEC has defined the most critical accounting policies as the
      ones that are most important to the portrayal of our financial condition and
      results, and require us to make our most difficult and subjective judgments,
      often as a result of the need to make estimates of matters that are inherently
      uncertain. Based upon this definition, our most critical estimates include
      the
      valuation of investments, valuation of accounts receivable, stock based
      compensation, revenue recognition and the valuation of goodwill,. We also have
      other key accounting estimates and policies, but we believe that these other
      policies either do not generally require us to make estimates and judgments
      that
      are as difficult or as subjective, or it is less likely that they would have
      a
      material impact on our reported results of operations for a given period. For
      additional information, see Note 3 “Summary of Significant Accounting Policies”
in the notes to our audited consolidated financial statements contained in
      this
      Annual Report. Although we believe that our estimates and assumptions are
      reasonable, they are based upon information presently available. Actual results
      may differ significantly from these estimates.


17


Investments




The
      Company invests in various marketable equity instruments and accounts for such
      investments in accordance with SFAS 115.




Certain
      securities that the Company may invest in may be determined to be
      non-marketable. Non-marketable securities where the Company owns less than
      20%
      of the investee are accounted for at cost pursuant to APB No. 18, “The Equity
      Method of Accounting for Investments in Common Stock” (“APB 18”).




Management
      determines the appropriate classification of its investments at the time of
      acquisition and reevaluates such determination at each balance sheet date.
      Trading securities that the Company may hold are treated in accordance with
      SFAS
      115 with any unrealized gains and losses included in earnings.
      Available-for-sale securities are carried at fair value, with unrealized gains
      and losses, net of tax, reported as a separate component of stockholders’
equity. Investments classified as held-to-maturity are carried at amortized
      cost. In determining realized gains and losses, the cost of the securities
      sold
      is based on the specific identification method.




The
      Company periodically reviews its investments in marketable and non-marketable
      securities and impairs any securities whose value is considered non-recoverable.
      The Company’s determination of whether a security is other than temporarily
      impaired incorporates both quantitative and qualitative information. GAAP
      requires the exercise of judgment in making this assessment for qualitative
      information, rather than the application of fixed mathematical criteria. The
      Company considers a number of factors including, but not limited to, the length
      of time and the extent to which the fair value has been less than cost, the
      financial condition and near term prospects of the issuer, the reason for the
      decline in fair value, changes in fair value subsequent to the balance sheet
      date, and other factors specific to the individual investment. The Company’s
      assessment involves a high degree of judgment and accordingly, actual results
      may differ materially from the Company’s estimates and judgments. The Company
      recorded no impairment charges for securities during the years ended April
      30,
      2008 and 2007, respectively.




Accounts
      Receivable





The
      Company performs ongoing credit evaluations of its customers’ financial
      condition and extends credit to virtually all of its customers. Credit losses
      to
      date have not been significant and have been within management’s expectations.
      In the event of complete non-performance by the Company’s customers, the maximum
      exposure to the Company is the outstanding accounts receivable balance at the
      date of non-performance.





Stock-Based
      Compensation




Effective
      May 1, 2006, the Company adopted SFAS No. 123 (R), entitled Share-Based Payment.
      This revised Statement eliminates the alternative to use APB 25’s intrinsic
      value method of accounting that was provided in SFAS No. 123 as originally
      issued. Under APB 25, issuing stock options to employees generally resulted
      in
      recognition of no compensation cost if the exercise price equaled or exceeded
      the fair value of the stock on the measurement date. This Statement requires
      entities to recognize the cost of employee services received in exchange for
      awards of equity instruments based on the grant-date fair value of those awards.


18




In
      adopting SFAS 123 (R), the Company used the modified prospective application
      (“MPA”). MPA requires the Company to account for all new stock compensation to
      employees using fair value. The fair value for these awards is based on the
      grant date. There was no cumulative effect for applying SFAS 123 (R) at May
      1,
      2006.




For
      periods prior to May 1, 2006, the Company accounted for stock options or
      warrants issued to employees using APB 25 and issued to non-employees for goods
      or services in accordance with the fair value method of SFAS 123. Under the
      SFAS
      123 method, the Company records an expense equal to the fair value of the
      options or warrants issued. The fair value is computed using an options pricing
      model.




Revenue
      Recognition




The
      Company recognizes revenues in accordance with the guidance in the SEC Staff
      Accounting Bulletin (“SAB”) 104. Revenue is recognized when persuasive evidence
      of an arrangement exists with a fixed or determinable selling price, as services
      are provided and when collection is reasonably assured.




The
      Company follows EITF 00-8 “Accounting by a Grantee for an Equity Instrument to
      be Received in Conjunction with Providing Goods or Services” when determining
      the measurement date to value securities received for services.




Revenues
      earned during the years ended April 30, 2008 and 2007 were derived from services
      and recognized as the services were completed.




Goodwill
      and other Intangible Assets




The
      Company accounts for goodwill in a purchase business combination as the excess
      of the cost over the fair value of net assets acquired. Business combinations
      can also result in other intangible assets being recognized. Amortization of
      intangible assets, if applicable, occurs over their estimated useful lives.
      Statement of Financial Accounting Standard No. 142, “Goodwill and Other
      Intangible Assets” (“SFAS 142”) requires testing goodwill for impairment on an
      annual basis (or interim basis if an event occurs that might reduce the fair
      value of a reporting unit below its carrying value). The Company conducts the
      annual review during the fourth quarter of each fiscal year. No impairment
      was
      recognized during the year ended April 30, 2008.


19


**Results
      of Operations**




**Year
                Ended****April
                30,****2008**
            
            **2007****Revenues**Third
                Party
            
            $
            159,987
            
            $
            -Related
                Party
            
            
            240,000
            
            
            185,000**Total
                Revenues**
            
            
            399,987
            
            
            185,000**Cost
                of Goods**Third
                Party
            
            
            45,384
            
            
            -**Total
                Cost of Goods**
            
            
            45,384
            
            
            -**Gross
                Profit**
            
            
            354,603
            
            
            185,000**Operating
                Expenses**Contributed
                executive services
            
            
            75,000
            
            
            -Compensation
            
            
            622,424
            
            
            711,867General
                and administrative
            
            
            139,447
            
            
            210,615Depreciation
            
            
            1,008
            
            
            837Bad
                debt
            
            
            25,045
            
            
            -Rent
            
            
            1,400
            
            
            12,254Consulting
            
            
            20,650
            
            
            575,591Professional
                fees
            
            
            252,360
            
            
            195,940**Total
                Operating Expenses**
            
            
            1,137,334
            
            
            1,707,104**Operating
                Loss**
            
            
            (782,731
            )
            
            (1,522,104
            )**Other
                Income (Expense)**Gain
                on sale of available for sale securities - previously
                impaired
            
            
            -
            
            
            50,000Interest
                expense
            
            
            -
            
            
            (5,324
            )Interest
                income
            
            
            91
            
            
            2,967**Other
                Income**
            
            
            91
            
            
            47,643**Net
                Loss**
            
            **$**
            **(782,640**
            **)**
            **$**
            **(1,474,461**
            **)****Comprehensive
                Income (Loss)**Unrealized
                gain (loss) on available for sale securities - net
            
            
            (375,627
            )
            
            1,248,750**Total
                Comprehensive Loss**
            
            **$**
            **(1,158,267**
            **)**
            **$**
            **(225,711**
            **)**





**Year
      Ended April 30, 2008 (“2008”) compared to year ended April 30, 2007
      (“2007”)**




*Revenues* *:*




Revenues
      increased $214,987, or 116%, to $399,987 for 2008, from $185,000 for 2007.
      The
      increase was $55,000 from client companies and $159,987 from third-party clients
      of our newly acquired subsidiaries, FIE and HOTS.




*Cost
      of Goods* *:*




Cost
      of
      Goods increased $45,384, or 100%, to $45,384 for 2008, from zero for 2007.
      The
      increase was all from third-party clients of our newly acquired subsidiary
      FIE
      related to costs associated with hosting and sponsoring events for customers.




*Operating
      Expenses* *:*




Operating
      expenses decreased $569,771 or 33%, to $1,137,334 for 2008 from $1,707,104
      for
      2007. The decrease was primarily composed of a $554,941 decrease in consulting
      expense, a $89,443 decrease in compensation expense and a $71,168 decrease
      in
      general and administrative expense, offset by a $75,000 increase in contributed
      executive services expense and a $56,420 increase in professional fees. The
      decrease in consulting expenses primarily related to $520,000 of expense in
      2007
      for stock issued to consultants with no corresponding amount in 2008. In 2007,
      the Company issued 500,000 shares of stock to the CFO for services provided
      and
      utilized a fair value of $1.10 per share or $550,000. The decrease in general
      and administrative expense was primarily from a decrease in travel and
      entertainment expense from 2007 when the Company was changing from being a
      BDC
      to its new business model. The decrease in compensation expense was primarily
      related to a decrease in non-cash expense for stock issued to employees in
      2008
      as compared to 2007. The increase in contributed services expense represents
      the
      fair market value of contributed executive services provided by the CEO and
      CFO
      to us at no cost. The increase in professional fees was primarily from the
      acquisitions of FIE and HOTS.


20


*Other
      Income* *:*




Other
      income decreased $47,552 of income or approximately 100%, to $91 of income
      for
      2008 from $47,643 of income for 2007. The decrease was primarily from a $50,000
      decrease in gain on sale of available-for-sale securities-previously impaired
      recorded in 2007 with no comparable amount recorded in 2008. Additionally,
      the
      decrease was from a $2,876 decrease in interest income, offset by a $5,324
      decrease in interest expense. The decrease in interest income was because in
      2007, the Company received interest income on the deposit of $291,229 of cash
      proceeds from a private placement with no such amount in 2008.




*Comprehensive
      Loss* *:*




Comprehensive
      loss decreased from $1,248,750 of gain for 2007 to $375,627 of loss for 2008.
      The change was primarily due to an unrealized gain on available for sale equity
      securities - related party recorded during 2007 as compared to an unrealized
      loss on available for sale equity securities - related party during
      2008.




*Liquidity
      and Capital Resources:*




Cash
      and
      cash equivalents were $11,086 at April 30, 2008 as compared to $1,706 at April
      30, 2007 and working capital deficit was $48,740 at April 30, 2008 as compared
      to a working capital deficit of $95,036 at April 30, 2007.




We
      cannot
      provide assurance that we will generate sufficient cash flow from operations
      or
      obtain additional financing to meet our merchant banking business plan
      requirements. The consolidated financial statements do not include any
      adjustments to reflect the possible effects on recoverability and classification
      of assets or the amounts and classification of liabilities, which may result
      from the lack of our ability to continue as a going concern.




Operating
      Activities: Net cash used in operating activities was $281,754 for 2008, as
      compared to net cash used of $319,052 for 2007. The change was primarily due
      to
      the decrease in the net loss from 2008 to 2007, offset by $75,000 of contributed
      services expense, $25,045 of bad debt expense and a decrease from $520,000
      of
      stock consulting expense in 2007 to zero in 2008.




Investing
      Activities: Net cash used in investing activities was $58,396 for 2008 compared
      to net cash used in investing activities of $2,872 for 2007. The change was
      primarily due to purchases of marketable securities in 2008 with no such amounts
      for 2007 and purchases of property and equipment in 2007 with no comparable
      amount in 2008.




Financing
      Activities: Net cash provided by financing activities was $349,530 for 2008
      compared to net cash provided by financing activities of $291,229 for 2007.
      In
      2008, the cash provided was entirely from the exercise of warrants; in 2007
      the
      cash provided was entirely from the sale of common stock.


21


**Debt**




We
      have
      no debt outstanding at April 30, 2008.




**Equity
      Financing**




Between
      December 28, 2007 and April 30, 2008, the Company received $349,530 of net
      proceeds from the exercise of 1,398,120 warrants at an exercise price of $.25
      per share.




As
      of
      April 30, 2008, the Company has 562,290 warrants outstanding with a two-year
      exercise period that expires on January 31, 2009.




**Liquidity**




Our
      principal uses of cash to date have been for operating activities and we have
      funded our operations since entering a new development stage on May 1, 2006
      by
      the sale of our common stock. Presently, our source of cash is from consulting
      agreements with our client companies, new client revenue from our recent
      acquisition and external financing in the form of the sale of our common stock.
      We cannot assure you that we can obtain sufficient proceeds, if any, and that
      the revenue from consulting agreements with client companies or the sale of
      our
      common stock under any financing structures will be sufficient, to meet our
      projected cash flow needs.




Our
      ability to obtain additional financing depends on many factors beyond our
      control, including the state of the capital markets, the implied market value
      of
      our Common Stock as compared with the price at which any equity financing is
      offered, and the prospects for our business. The necessary additional financing
      may not be available to us or may be available only on terms that would result
      in further dilution to the current owners of our Common Stock. Failure to obtain
      commitments for financing would have a material adverse effect on our business,
      results of operations and financial condition. If the financing we require
      to
      sustain our working capital needs is unavailable or insufficient or we do not
      receive the necessary financing, we may be unable to continue as a going
      concern.




We
      are
      planning on obtaining additional cash proceeds from consulting agreements with
      client companies, new clients from our recent acquisition, the sale of our
      common stock and the sale of client company common stock that we own. As a
      result, we believe that we will have sufficient operating cash to meet our
      required expenditures for the next twelve months.




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.




**Item
                7.**
            **Financial
                Statements**




Our
      Financial Statements are attached as Appendix A (following the Exhibits) and
      are
      hereby incorporated by reference and included as part of this Annual Report.
      An
      index to our Financial Statements is provided in response to Item 13 of this
      Annual Report.


22


**Item
                8.**
            **Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure**




None.




**Item 8A (T).**
            **Controls and Procedures**




**Disclosure Controls
      and Procedures**




We
      maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), that are designed to ensure that information required to be disclosed by
      us in reports we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms, and that such information is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, as appropriate, to allow timely decisions regarding required
      disclosure. In designing and evaluating our disclosure controls and procedures,
      management recognized that disclosure controls and procedures, no matter how
      well conceived and operated, can provide only reasonable assurance of achieving
      the desired control objectives, and we necessarily are required to apply our
      judgment in evaluating the cost-benefit relationship of possible disclosure
      controls and procedures.




Our
      management, including our principal executive officer and principal financial
      officer, evaluated the effectiveness of the design and operation of our
      disclosure controls and procedures as of April 30, 2008 and concluded that
      the
      disclosure controls and procedures were not effective, because certain
      deficiencies involving internal controls constituted a material weakness as
      discussed below. The material weakness identified did not result in the
      restatement of any previously reported financial statements or any other related
      financial disclosure, nor does management believe that it had any effect on
      the
      accuracy of the Company’s financial statements for the current reporting
      period.




**Management’s
      Annual Report on Internal Control over Financial
      Reporting.**




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Rules 13a-15(f)
      and
      15d-15(f) of the Exchange Act. Our internal control system was designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes, in accordance
      with generally accepted accounting principles. Because of inherent limitations,
      a system of internal control over financial reporting may not prevent or detect
      misstatements. Also, projections of any evaluation of effectiveness to future
      periods are subject to the risk that controls may become inadequate due to
      change in conditions, or that the degree of compliance with the policies or
      procedures may deteriorate.




Our
      management, including our principal executive officer and principal accounting
      officer, conducted an evaluation of the effectiveness of our internal control
      over financial reporting using the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control—Integrated Framework. Based on its evaluation, our management concluded
      that there is a material weakness in our internal control over financial
      reporting. A material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a
      reasonable possibility that a material misstatement of the Company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis.


23


The
      material weakness(s) identified are:




1.
            The
                Company does not have a full-time accounting controller and utilizes
                a
                part-time consultant to perform these critical responsibilities.
                This lack
                of full-time accounting staff results in a lack of segregation of
                duties
                and accounting technical expertise necessary for an effective system
                of
                internal control.




Additionally,
      management determined during its internal control assessment that the following
      weakness(s), while not considered material, are items that should be considered
      by the Board of Directors for resolution in the near future:




2.
            The
                Company should take steps to enhance the security for bank wire transfers.
                Currently, the CFO and CEO provide instruction to the part-time consultant
                to initiate a wire transfer. As a security enhancement, the Bank
                should be
                required to obtain approval from the CEO or CFO to make the wire
                transfer.




3.
            The
                Company should take steps to implement a written policies and procedures
                manual.




4.
            The
                Company utilizes an IT remote access server to store of all of the
                Company’s financial data. Although the data has proper firewall and other
                security measures implemented, the information is critical for the
                Company
                and an internal server at the Company headquarters should be
                considered.




In
      order
      to mitigate all of the above weaknesses(s), to the fullest extent possible,
      all
      financial reports are reviewed by the Chief Executive Officer as well as the
      Board of Directors for reasonableness. All unexpected results are investigated.
      At any time, if it appears that any control can be implemented to continue
      to
      mitigate such weaknesses, it is immediately implemented. As soon as our finances
      allow, we will hire sufficient accounting staff and implement appropriate
      procedures as described above.




This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s independent
      registered public accounting firm pursuant to temporary rules of the SEC that
      permit the Company to provide only management’s report in this annual
      report.




The
      report contained in this section shall not be deemed to be filed for purposes
      of
      Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
      the
      liabilities of that section, and is not incorporated by reference into any
      filing of the Company, whether made before or after the date hereof, regardless
      of any general incorporation language in such filing.




**Changes
      in Internal Control over Financial Reporting**




There
      were no changes in our internal control over financial reporting that occurred
      during the quarter ended April 30, 2008 that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**Item
                8B.**
            **Other
                Information**




None.


24


**PART
      III**




**Item
                9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) Of the Exchange
                Act**




**Directors
      and Executive Officers**


**Name**
              
              **Age**
              
              **Positions
                  Held With The Company**
              
              **Director
                  Since**William
                  J. Bosso
              
              59
              
              Chief
                  Executive Officer, President and Director
              
              October
                  2004Bruce
                  A. Hall
              
              52
              
              Chief
                  Financial Officer, Treasurer, Secretary and Director
              
              January
                  2006J.P.
                  Baron
              
              47
              
              Director
              
              October
                  2004John
                  Benton
              
              55
              
              Director
              
              October
                  2004




Each
      director of the Company holds such position until the next annual meeting of
      the
      Company’s stockholders and until his successor is duly elected and qualified.
      The officers hold office until the first meeting of the board of directors
      following the annual meeting of stockholders and until their successors are
      chosen and qualified, subject to early removal by the board of
      directors.




The
      principal occupations of each of our executive officers and directors for at
      least the past five years are as follows:




*William
      J. Bosso* has
      served as Chief Executive Officer of the Company since December 2004 and has
      served as one of Company’s directors since October 2004. In July 2004, Mr. Bosso
      became a director and president of the Company but resigned from both positions
      in October 2004. Later that month, he was reappointed as a director of the
      Company and in December 2004 he was appointed as Chief Executive Officer of
      the
      Company. Previously, he served as a director and president of Nortia Capital
      Partners, Inc., a Florida corporation (“Nortia Florida”), from April 2003 until
      December 2004, when it merged into the Company. Since March 2006, Mr. Bosso
      has
      also served as Chief Executive Officer and a Director of Knight Energy Corp.,
      a
      publicly reporting oil and gas exploration company. Mr. Bosso has served as
      a
      consultant to privately and publicly held corporations for the past 15 years.
      From 1992 to 1993, he served as vice-president of OCG Technologies, Inc., a
      medical appliance, healthcare software and medical billing company, and from
      1994 to 1997, he served as President and CEO of Affinity Entertainment, Inc.,
      a
      television and movie company. Prior to that, Mr. Bosso was an Account Executive
      with Paine Webber. Mr. Bosso has been a consultant to businesses in the
      telecommunications, insurance, airline, medical, entertainment, stock transfer,
      financial communications, restaurant and golf equipment industries.




*Bruce
      A. Hall* has
      served as the Company’s Chief Financial Officer and a Director of the Company
      since January 2006. Since May 2003, Mr. Hall has been a consultant providing
      financial and management services for several privately-held and
      publicly-reporting companies. Since March 2006, Mr. Hall has also served as
      the
      Chief Financial Officer and a Director of Knight Energy Corp., a publicly
      reporting oil and gas exploration and production company. From May 2004 to
      June
      2007, Mr. Hall, as a consultant, was the interim Chief Financial Officer of
      RG
      America, Inc., a publicly traded company that provides a broad array of
      synergistic products and services that address several key financial aspects
      of
      the commercial real estate market. From January 2005 to March 2006, Mr. Hall,
      as
      a consultant, was the interim Chief Executive Officer and Chief Financial
      Officer of Dent Zone International, Inc., a privately-held company providing
      after market services for the automobile market. From May 1999 through May
      2003,
      Mr. Hall was the Chief Financial Officer of Probex Corp., a formerly
      publicly-traded used-oil recycling company that filed for protection under
      Chapter 7 of the United States Bankruptcy Code in May 2003. Previously, he
      held
      senior level positions at Recognition Equipment, Inc. , and Harris
      Adacom Corporation, and
      he was
      a
      multi-family housing developer .
      Mr.
      Hall began
      his career in public accounting with Arthur Young & Company, a predecessor
      of Ernst & Young LLP.


25


*J.P.
      Baron, II* has
      served as a Director of the Company since October 2004, and he currently serves
      on the Company’s Audit Committee. He also served as a director of Nortia Florida
      from April 2003 until December 2004, when it merged with the Company.
      Additionally he currently serves as Managing Director of JP Baron Inc., and
      CEO
      of Better Building Innovations Inc., both privately held companies.  He
      sits on the board of directors of RdR Trust, a private trust.




He
      currently holds substantial interests in a privately held investment company
      with over $200 million in assets; and a privately held wood products
      manufacturing company.  He has held interests in a airline; a steel
      erection company; a construction company; a Caribbean resort and casino; and
      various real-estate holdings.




*John
      W. Benton, III* has
      served as a Director of the Company since October 2004, and he currently serves
      as Chairman of on the Company’s Audit Committee.  He also served as a
      director of Nortia Florida from April 2003 until December 2004, when it merged
      with the Company.  Since 2004, Benton has served as Managing Director of
      Real Estate Strategies, Inc **.,
      o** verseeing
      key client projects with focus on strategies to improve performance, service,
      efficiency and profitability, Including, strategic planning, financial structure
      and cost/profitability studies, acquisitions, operations, systems selection
      and
      valuation, investment recovery, organizational management and
      growth.     Previously, he served as a Vice-President of
      Hatfield Philips, Inc. as a LIHTC Section 42 team leader responsible for all
      aspects of team direction, loan and property workouts and investor
      communication. Mr. Benton joined Hatfield Philips (a Special Services of Lehman
      Brothers’ Principal Transaction Group Debt and Equity Commercial Real Estate
      Portfolios) as a senior asset manager, in the Special Servicing and Workout
      Group.  Mr. Benton has over 20 years of multifamily and commercial real
      estate experience.  Mr. Benton came to Hatfield Philips, Inc. from Allied
      Capital Corporation where he was a Vice-President in charge of asset management
      and workouts.




**The
      Audit Committee**




The
      Audit
      Committee operates pursuant to a charter approved by the Board of Directors.
      The
      charter sets forth the responsibilities of the Audit Committee. The primary
      function of the Audit Committee is to serve as an independent and objective
      party to assist the Board of Directors in fulfilling its responsibilities for
      overseeing and monitoring the quality and integrity of the Company ’s
      financial statements, the adequacy of the Company ’s
      system
      of internal controls, the review of the independence, qualifications and
      performance of the Company ’ s
      independent registered public accounting firm, and the performance of the
      Company ’ s
      internal audit function. The
      Audit
      Committee is presently composed of two persons - Messrs. Baron and Benton
      (Chair), each of whom is considered independent. The Company’s Board of
      Directors has determined that J.P. Baron is the “audit committee financial
      expert” as defined under Item 407 of Regulation S-B of the 1934 Act. Messrs.
      Baron and Benton each meet the current independence and experience requirements
      of Rule 10A-3 of the 1934 Act.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Pursuant
      to Section 16(a) of the 1934 Act, the Company’s directors and executive
      officers, and any persons holding more than 10% of its common stock, are
      required to report their beneficial ownership and any changes therein to the
      SEC
      and the Company. Specific due dates for those reports have been established,
      and
      the Company is required to report herein any failure to file such reports by
      those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such
      persons, the Company believes that during the fiscal year ended April 30, 2008,
      all Section 16(a) filing requirements applicable to such persons were met in
      a
      timely manner.


26


**Code
      of Ethics**




On
      August
      29, 2005, the Company adopted a Code of Ethics for its Principal Executive
      Officer and Principal Financial Officer (the “Code of Ethics”). A copy of the
      Code of Ethics was filed as Exhibit 10.1 to the Company’s Form 10-K for the
      fiscal year ended April 30, 2005. The Code of Ethics is also available free
      of
      charge by writing to the Company at 400 Hampton View Court, Alpharetta, Georgia
      30004. The Code of Ethics establishes procedures for personal investment and
      restricts certain transactions by our personnel. The Code of Ethics generally
      does not permit investment by our employees in securities that may be purchased
      or held by us. Any updates to the Code of Ethics will be disclosed by the
      Company on a Form 8-K.




**Family
      Relationships**




We
      are
      unaware of any family relationships within the Company.




**Item
      10.**  **Executive
      Compensation**




We
      provide our named executive officers and other employees with a salary to
      compensate them for services rendered during the fiscal year. Salary amounts
      for
      the named executive officers are determined for each executive based on his
      or
      her position and responsibility, and based on past individual performance.
      Salary levels are typically considered annually as part of our performance
      review process. Merit based increases to salaries of the named executive
      officers are based on our board of directors’ assessment of the individual’s
      performance.




The
      following table shows the
      compensation awarded (earned) or paid by the Company to its
      named
      executive officers as that term is defined in Item 402(a)(2) of Regulation
      S-B for the years
      ended April 30, 2008 and 2007 .




**Summary
      Compensation Table**




Name and
              Principal
              Position
            
            Year
            
            Salary
              ($) (4)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-
              Equity
              Incentive
              Plan
              Compensation
              ($)
            
            Change in
              Pension Value
              and
              Nonqualified
              Deferred
              Compensation
              Earnings
            
            All Other
              Compensation
              ($) (6)
            
            Total
              ($)William J.
                Bosso, Chief
              Executive
                Officer (1)
            
            
            2008
              2007
            
            
            51,833
              64,777
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            3,000
              -
            
            
            54,833
              64,777Bruce
                A. Hall, Chief
              Financial
                Officer
            
            
            2008
              2007
            
            
            12,500
              45,000
            
            
            -
              -
              -
            
            $
              $
            320,000
                (3
              550,000
                (2
            )
              )
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            3,000
              -
            
            
            335,500
              595,000Matthew
                Henninger,
              Former
                President(5)
            
            
            2008
              2007
            
            
            -
              46,667
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            -
              -
            
            
            -
              46,667




(1)
            Although
                each of Mr. Bosso and Mr. Hall served as directors of the Company
                in 2007
                and 2008, neither individual received any type of compensation for
                service
                in this capacity during the years ended April 30, 2008 or 2007.


27


(2)
            In
                August 2006, the Company granted 500,000 shares of its $0.001 par
                value
                Common Stock to BHDH Family, L.P., Bruce A. Hall’s family limited
                partnership, as compensation for his services to the Company and
                as an
                inducement for him to continue in that role and to serve as a consultant
                to the Company.




(3)
            In
                January 2008, the Company granted 1,000,000 shares of its $0.001
                par value
                Common Stock to BHDH Family, L.P., Bruce A. Hall’s family limited
                partnership, as compensation for his services to the Company and
                as an
                inducement for him to continue in that role and to serve as a consultant
                to the Company.




(4)
            Salary
                is total base salary earned, either unpaid and accrued or
                paid.




(5)
            Mr.
                Henninger resigned as president and a director of the Company on
                July 30,
                2007.




(6)
            Represents
                expense allowance for Mr. Bosso and Mr.
                Hall.




We
      do not
      have a stock option, stock warrant, retirement, pension, or profit-sharing
      program for the benefit of directors, officers or other employees.




**Option
      Grants in Last Fiscal Year**




We
      did
      not grant any stock options during the fiscal year ended April 30, 2008 and
      we
      do not have a stock option program for the benefit of directors, officers or
      other employees.




**Aggregated
      Option Exercises** **in
      Last Fiscal Year and Fiscal Year End Option Values**




No
      stock
      options were exercised during the fiscal year ended April 30, 2008 and no stock
      options are outstanding at April 30, 2008.




**Outstanding
      Equity Awards at Fiscal Year-End**




We
      do not
      have a stock option, stock warrant, retirement, pension, or profit-sharing
      program for the benefit of directors, officers or other employees, and no equity
      awards are outstanding at April 30, 2008.




**Director** **Compensation**




We
      do not
      have a formal plan for director compensation.  No
      director received any type of compensation from the Company for serving in
      such
      capacity for the years ended April 30, 2008 or 2007.




**Employment
      Contracts and Termination of Employment, and Change-in-Control Arrangements**




We
      have
      no employment agreements with any of our employees.




**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**




**Security
      Ownership of Certain Beneficial Owners**




The
      following table summarizes certain information as of July 15, 2008 **** with
      respect to the beneficial ownership of our common stock by (1) our directors
      and
      executive officers, (2) stockholders known by us to own 5% or more of the shares
      of our common stock, and (3) all of our executive officers and directors as
      a
      group.




Beneficial
      ownership is determined in accordance with the Rule 13d-3(a) of the
      Securities Exchange Act of 1934, as amended, and generally includes voting
      or
      investment power with respect to securities. Except as indicated by footnote,
      and subject to community property laws, where applicable, the person named
      below
      has voting and investment power with respect to all shares of our common stock
      shown as beneficially owned by him.


28


**Title
                  of Class**
              
              **Name
                  and Address of**
                **Beneficial
                  Owner**(a)
              
              **Amount
                  and Nature of**
                **Beneficial
                  Ownership**
              
              **Percent
                  of**
                **Class**Common
                  Stock
              
              
              William
                  J. BossoNortia
                  Capital Partners, Inc. 400 Hampton View Court Alpharetta GA
                  30004
              
              
              5,100,000
                  (b) (c)
              
              
              15
              %Common
                  Stock
              
              
              Bruce
                  A. HallNortia
                  Capital Partners, Inc. 400 Hampton View Court Alpharetta GA
                  30004
              
              
              1,500,000
                  (d)
              
              
              4
              %Common
                  Stock
              
              
              J.P.
                  Baron, IINortia
                  Capital Partners, Inc. 400 Hampton View Court Alpharetta GA
                  30004
              
              
              500,000
              
              
              1
              %Common
                  Stock
              
              
              John
                  W. Benton, IIINortia
                  Capital Partners, Inc. 400 Hampton View Court Alpharetta GA
                  30004
              
              
              440,000
              
              
              1
              %Common
                  Stock
              
              
              All
                  officers and directors as a group (four persons)
              
              
              7,540,000
              
              
              21
              %Common
                  Stock
              
              
              Eckerd
                  Kirsch Verlaengerte Triebstrasse 1 Heddesheim, 68542
                  Germany
              
              
              1,696,400
              
              
              5
              %Common
                  Stock
              
              
              Harrysen
                  Mittler 16-1375 Southdown Road, #126 Mississauga, Ontario L5J 2Z1
                  Canada
              
              
              3,553,668
              
              
              10
              %Common
                  Stock
              
              
              Matthew
                  Henninger 555 West 5th Street Los Angeles, California
                  90013
              
              
              2,898,000
                  (c)
              
              
              8
              %





(a)
            Under
                Rule 13d-3 under the Securities Exchange Act of 1934, a beneficial
                owner of a security includes any person who, directly or indirectly,
                through any contract, arrangement, understanding, relationship, or
                otherwise has or shares: (i) voting power, which includes the power
                to vote, or to direct the voting of shares; and (ii) investment
                power, which includes the power to dispose or direct the disposition
                of
                shares. Certain shares may be deemed to be beneficially owned by
                more than
                one person (if, for example, persons share the power to vote or the
                power
                to dispose of the shares). In addition, shares are deemed to be
                beneficially owned by a person if the person has the right to acquire
                the
                shares (for example, upon exercise of an option) within 60 days of
                the
                date as of which the information is provided. In computing the percentage
                ownership of any person, the number of shares outstanding is deemed
                to
                include the number of shares beneficially owned by such person (and
                only
                such person) by reason of these acquisition rights. As a result,
                the
                percentage of outstanding shares of any person as shown in this table
                does
                not necessarily reflect the person’s actual ownership or voting power with
                respect to the number of shares of common stock actually outstanding
                on
                the date of this Annual Report. As of July 15, 2008, the Company
                had
                35,099,721 shares of common stock issued, issuable and outstanding


29




(b)
            Includes
                200,000 shares held by Mr. Bosso's children who live at the same
                address
                as Mr. Bosso.




(c)
            Excludes
                125,000 shares for Mr. Bosso and 125,000 shares for Mr. Henninger
                that are
                in the process of being cancelled.




(d)
            Includes
                1,500,000 shares held by BHDH Family, L.P., Mr. Hall’s family limited
                partnership.




We
      do not
      have any outstanding equity security plans. We currently have no outstanding
      options or rights outstanding.




**Item
      12.**  **Certain
      Relationships and Related Transactions, and Director
      Independence**




Effective
      March 1, 2007, the Company entered into a one-year consulting agreement with
      Knight Energy Corp. (“Knight”), a related company. Pursuant
      to the consulting agreement , Nortia provides financial consulting services to Knight for a consulting fee of $20,000
      monthly .
      For the year
      ended April 30, 2008, Knight paid Nortia $240,000 for consulting services.
      In
      March 2008, the consulting agreement was extended for one year with the same
      terms through March 2009. The Company’s Chief Executive Officer and Chief
      Financial Officer are the Chief Executive Officer and the Chief Financial
      Officer, respectively, and are both directors of, Knight. The Company and Knight
      are also parties to a voting trust agreement (“VTA”) whereby the Company is the
      trustee and has voting control for 12,200,000 shares of Knight common stock
      or
      approximately 60% of Knight’s outstanding shares.




We
      currently do not have a lease and we are not paying rent for one of our offices,
      which is located in our Chief Executive Officer’s home in Georgia. With the
      exception of direct out-of-pocket costs, such as long distance telephone costs,
      these offices are being provided to the Company free of charge. The value of
      the
      use of this office space and the related value is de minimis. Therefore, with
      the exception of the direct out-of-pocket expenses being reimbursed by the
      Company, no expense has been recorded in the consolidated financial statements
      for the years ended April 30, 2008 and 2007.





In
      April
      2007, the Company entered into a consulting agreement with Eckard Kirsch
      (“Kirsch”), a related party. Kirsch is one of the original investors of Knight
      and owns approximately 5% of the outstanding shares of Knight. Additionally,
      Mr.
      Kirsch has provided consulting services for both Knight and the Company.
      Pursuant to the agreement, Nortia issued 1,000,000 shares of common stock to
      Kirsch for financial consulting services. The shares were valued at $0.52 per
      share, or $520,000, the closing trading price of the common stock on the date
      of
      grant. There was no specific term for the consulting agreement except that
      both
      parties can terminate by giving the other party thirty (30) days written notice
      and therefore the Company recorded the entire $520,000 as consulting expense
      on
      the date of grant.




As
      of
      April 30, 2008, the Company owed an employee of FIE $16,567 for expenses
      incurred by the employee on behalf of the Company. This amount is classified
      as
      accounts payable - related party in the accompanying unaudited consolidated
      financial statements.


30




Other
      than the transactions described above, we have not entered into any agreements
      with our officers, directors or stockholders owning five percent or more of
      our
      outstanding common stock.




**Director
      Independence**




Our
      common stock trades on the Pink Sheets. As such, we are not currently subject
      to
      corporate governance standards of NASDAQ or the American or New York Stock
      Exchange, which require, among other things, that the majority of the board
      of
      directors be independent.




We
      are
      not currently subject to corporate governance standards defining the
      independence of our directors, and we have chosen to define an “independent”
director in accordance with the NASDAQ Global Market’s requirements for
      independent directors (NASDAQ Marketplace Rule 4200). Under this definition,
      we
      have determined that two of our directors, Messrs Baron and Benton, currently
      qualify as independent directors. We do not list the “independent” definition we
      use on our Internet website.




**Item
      13.**  **Exhibits**




Exhibits
      are incorporated herein by reference or are filed with this Form 10-KSB as
      indicated below (numbered in accordance with Item 601 of
      Regulation S-B):


**Exhibit
                  No.**
              **Exhibit
                  Description**3.1
              Articles
                  of Incorporation of Nortia Capital Partners, Inc.13.2
              Bylaws
                  of Nortia Capital Partners, Inc.14.1
              Specimen
                  Stock Certificate *10.1
              Consulting
                  Agreement by and between Nortia Capital Partners, Inc. and Knight
                  Energy
                  Corp. dated March 1, 2007.310.2
              Voting
                  Trust Agreement by and between Nortia Capital Partners and Knight
                  Energy
                  Corp. dated January 1, 2007.310.3
              Consulting
                  Agreement dated April 26, 2007 by and between Nortia Capital Partners,
                  Inc. and Eckard Kirsch.310.4
              Consulting
                  Agreement by and between Nortia Capital Partners, Inc. and Knight
                  Energy
                  Corp. dated March 1, 2008.*14
              Code
                  of Ethics221.1
              Subsidiaries
                  of Nortia Capital Partners, Inc.*31.1
              Certification
                  of the Chief Executive Officer of Nortia Capital Partners, Inc.
                  pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
              Certification
                  of the Chief Financial Officer of Nortia Capital Partners, Inc.
                  pursuant
                  to Section 302 of the Sarbanes-Oxley Act of
                  2002.*


31
   **Exhibit
                  No.**
              **Exhibit
                  Description**


32.1
            Certification
                of the Chief Executive Officer of Nortia Capital Partners, Inc. pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
            Certification
                of the Chief Financial Officer of Nortia Capital Partners, Inc. pursuant
                toSection
                906 of the Sarbanes-Oxley Act of
                2002.*




*  Filed
      herewith


1  Incorporated
      by reference to the Company’s Form 8-K filed December 8, 2004.


2  Incorporated
      by reference to the Company’s Form 10-K filed November 23, 2005 .


3
        Incorporated by reference to the Company’s Form 10-K filed on July 30,
        2008.




**Item
      14.**  **Principal
      Accountant Fees And Services**




Our
      audit
      committee selected Salberg & Company, PA as the independent registered
      public accounting firm for the Company for the fiscal year ending April 30,
      2008. Salberg & Company, PA, has advised the Company that neither the firm
      nor any present member or associate of it has any material financial interest,
      direct or indirect, in the Company or its subsidiaries.




**Audit
      Fees** :
      Audit
      fees consist of fees billed for professional services rendered for the audit
      of
      our year-end financial statements and services that are normally provided by
      Salberg & Company, PA, in connection with statutory and regulatory filings.
      For the fiscal years ended April 30, 2008 and 2007, fees incurred by the Company
      were an aggregate of $43,000 and $39,500 respectively, for each quarterly review
      associated with our Form 10-QSB filings and any amendments thereto and for
      the
      annual audit of the Company’s financial statements included as part of our Form
      10-KSB filing.




**Audit-Related
      Fees** :
      Audit-related services consist of fees billed for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements and are not reported under “Audit Fees.” These services
      include attest services that are not required by statute or regulation and
      consultations concerning financial accounting and reporting standards. For
      the
      fiscal years ended April 30, 2008 and 2007, Audit-related fees incurred by
      the
      Company were $1,100 and $800 respectively.




**Tax
      Fees** :
      Tax
      fees consist of fees billed for professional services for tax compliance. These
      services include assistance regarding federal, state and local tax compliance.
      There were no tax service fees incurred by the Company during the fiscal years
      ended April 30, 2008 and 2007.




**All
      Other Fees** :
      Other
      fees would include fees for products and services other than the services
      reported above. There were no other fees during the fiscal years ended April
      30,
      2008 and 2007.


32


The
      Audit
      Committee of our board of directors operates under a written charter adopted
      by
      our board of directors. Management is responsible for our internal controls
      and
      the financial reporting process. The independent registered public accounting
      firm is responsible for performing an independent audit of our financial
      statements in accordance with auditing standards generally accepted in the
      United States and expressing an opinion on the conformity of those audited
      financial statements in accordance with accounting principles generally accepted
      in the United States. The Audit Committee’s responsibility is to monitor and
      oversee these processes. The Audit Committee is also directly responsible for
      the appointment, compensation and oversight of the Company’s independent
      registered public accounting firm.




The
      Audit
      Committee has established a pre-approval policy that describes the permitted
      audit, audit-related, tax and other services to be provided by Salberg &
Company, PA, the Company’s independent registered public accounting firm. The
      policy requires that the Audit Committee pre-approve the audit and non-audit
      services performed by the independent registered public accounting firm in
      order
      to assure that the provision of such service does not impair the auditor’s
      independence.




Any
      requests for audit, audit-related, tax and other services that have not received
      general pre-approval must be submitted to the Audit Committee for specific
      pre-approval, and cannot commence until such approval has been granted.
      Normally, pre-approval is provided at regularly scheduled meetings of the Audit
      Committee. However, the Audit Committee may delegate pre-approval authority
      to
      one or more of its members. The member or members to whom such authority is
      delegated shall report any pre-approval decisions to the Audit Committee at
      its
      next scheduled meeting. The Audit Committee does not delegate its
      responsibilities to pre-approve services performed by the independent registered
      public accounting firm to management.




The
      Audit
      Committee has reviewed the audited consolidated financial statements as of
      and
      for the years ended April 30, 2008 and 2007, and has met and held
      discussions with management regarding the audited financial statements.
      Management has represented to the Audit Committee that the Company’s
      consolidated financial statements were prepared in accordance with accounting
      principles generally accepted in the United States. The Audit Committee has
      discussed with Salberg & Company, PA, the Company’s independent registered
      public accounting firm, matters required to be discussed by Statement of
      Auditing Standards No. 61 (Communication with Audit Committees). The Audit
      Committee received and reviewed the written disclosures and the letter from
      the
      independent registered public accounting firm required by Independence Standard
      No. 1, Independence Discussions with Audit Committees, as amended by the
      Independence Standards Board, and has discussed with the auditors the auditors’
independence.




Based
      on
      the Audit Committee’s discussion with management and the independent registered
      public accounting firm, the Audit Committee’s review of the audited consolidated
      financial statements, the representations of management and the report of the
      independent registered public accounting firm to the Audit Committee, the Audit
      Committee recommends that the board of directors include the audited
      consolidated financial statements in the Company’s Annual Report on Form 10-KSB
      for the fiscal year ended April 30, 2008


33


**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the small business
      issuer caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




NORTIA
                CAPITAL PARTNERS, INC.By:
            /s/
                William J. BossoWilliam
                J. BossoChief
                Executive OfficerBy:
            /s/
                Bruce A. HallBruce
                A. HallChief
                Financial OfficerDate:
            August
                13, 2008





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the small business issuer and in the capacities
      and on the dates indicated.


**Signature**
              
              **Title**
              
              **Date**/s/
                  William J. Bosso
              
              Chief
                  Executive Officer (Principal Executive Officer) and
                  Director
              
              August
                  13, 2008William
                  J. Bosso/s/
                  Bruce A. Hall
              
              Chief
                  Financial Officer (Principal Financial Officer) and
                  Director
              
              August
                  13, 2008Bruce
                  A. HallDirector
              
              August
                  13, 2008J.P.
                  Baron, II/s/
                  John W. Benton, III
              
              Director
              
              August
                  13, 2008John
                  W. Benton


34




Page No.Report
                of Independent Registered Public Accounting Firm
            F-2Consolidated
                Balance Sheet at April 30, 2008
            F-3Consolidated
                Statements of Operations for the years ended April 30, 2008 and 2007
                and
                the period from May 1, 2006 (Inception of Development Stage) to April
                30,
                2008
            F-4Consolidated
                Statements of Changes in Stockholders’ Equity for the years ended April
                30, 2008 and 2007
            F-5Consolidated
                Statements of Cash Flows for the years ended April 30, 2008 and 2007
                and
                for the period from May 1, 2006 (Inception of Development Stage)
                to April
                30, 2008
            F-6Notes
                to Consolidated Financial Statements
            F-7


F-1





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders


Nortia
      Capital Partners, Inc. (a development stage company)





We
      have
      audited the accompanying consolidated balance sheet of Nortia Capital Partners,
      Inc. and Subsidiaries as of April 30, 2008, and the related consolidated
      statements of operations, changes in stockholders’ equity and cash flows for the
      years ended April 30, 2008 and 2007 and the period from May 1, 2006 (inception
      of development stage) to April 30, 2008. These consolidated financial statements
      are the responsibility of the Company’s management. Our responsibility is to
      express an opinion on these consolidated financial statements based on our
      audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall consolidated financial statement
      presentation. We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Nortia Capital Partners,
      Inc. and Subsidiaries at April 30, 2008, and the results of their operations
      and
      their cash flows for the years ended April 30, 2008 and 2007 and for the period
      from May 1, 2006 (inception of development stage) to April 30, 2008, in
      conformity with accounting principles generally accepted in the United States
      of
      America.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 2 to the
      consolidated financial statements, the Company has a net loss of $782,640 and
      net cash used in operations of $281,754 for the year ended April 30, 2008.
      Additionally, the Company has an accumulated deficit and deficit accumulated
      during the development stage of $6,412,035 and $2,257,101, respectively at
      April
      30, 2008. These matters raise substantial doubt about its ability to continue
      as
      a going concern. Management’s plans as to these matters are also described in
      Note 2. The consolidated financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





/s/ SALBERG
      & COMPANY, P.A.


Boca
      Raton, Florida


August
      11, 2008


F-2


**Nortia
      Capital Partners, Inc. and Subsidiaries**


**(A
      Development Stage Company)**


**Consolidated
      Balance Sheet**





**April 30,****2008****ASSETS****Current
                Assets**Cash
            
            $
            11,086Restricted
                cash
            
            
            9,845Accounts
                receivable, net of allowance for doubtful accounts of
                $15,545
            
            
            25,515Accounts
                receivable - related party
            
            
            70,998**Total
                Current Assets**
            
            
            117,444**Property
                and Equipment, net**
            
            
            3,770**Investments**Available-for-sale
                marketable equity securities
            
            
            67,323Available-for-sale
                marketable equity securities - related party
            
            
            972,500**Total
                Investments**
            
            
            1,039,823**Other
                Assets**Goodwill
            
            
            522,870**Total
                Other Assets**
            
            
            522,870**Total
                Assets**
            
            **$**
            **1,683,907****LIABILITIES****Current
                Liabilities**Bank
                overdraft liability
            
            $
            7,525Accounts
                payable
            
            
            97,590Accounts
                payable – related party
            
            
            16,476Accrued
                expenses
            
            
            44,593**Total
                Current Liabilities**
            
            
            **166,184****Commitments
                and Contingencies (Note 8)****STOCKHOLDERS'
                EQUITY**Preferred
                stock, Series A, $0.001 par value, 5,000,000 shares
                authorizedzero
                shares issued and outstanding
            
            
            -Common
                stock, $0.001 par value, 50,000,000 shares authorized33,117,056
                and 31,414,874 shares issued and outstanding
            
            
            33,117Common
                stock issuable, 1,402,665 shares
            
            
            1,403Additional
                paid in capital
            
            
            9,279,216Accumulated
                deficit
            
            
            (6,412,035
            )Deficit
                accumulated during development stage
            
            
            (2,257,101
            )Accumulated
                other comprehensive income
            
            
            873,123**Total
                Stockholders' Equity**
            
            
            **1,517,723****Total
                Liabilities and Stockholders' Equity**
            
            **$**
            **1,683,907**




The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-3





**Nortia
      Capital Partners, Inc. and Subsidiaries**


**(A
      Development Stage Company)**


**Consolidated
      Statements of Operations**





**Period from****May 1, 2006****Year**
            
            **(Inception of****Ended**
            
            **Development Stage) to****April 30,**
            
            **April 30,****2008**
            
            **2007**
            
            **2008****Revenues**Third
                Party
            
            $
            159,987
            
            $
            -
            
            $
            159,987Related
                Party
            
            
            240,000
            
            
            185,000
            
            
            425,000**Total
                Revenues**
            
            
            399,987
            
            
            185,000
            
            
            584,987**Cost
                of Goods**Third
                Party
            
            
            45,384
            
            
            -
            
            
            45,384**Total
                Cost of Goods**
            
            
            45,384
            
            
            -
            
            
            45,384**Gross
                Profit**
            
            
            354,603
            
            
            185,000
            
            
            539,603**Operating
                Expenses**Contributed
                executive services
            
            
            75,000
            
            
            -
            
            
            75,000Compensation
            
            
            622,424
            
            
            711,867
            
            
            1,334,291General
                and administrative
            
            
            139,447
            
            
            210,615
            
            
            350,062Depreciation
            
            
            1,008
            
            
            837
            
            
            1,845Bad
                debt
            
            
            25,045
            
            
            -
            
            
            25,045Rent
            
            
            1,400
            
            
            12,254
            
            
            13,654Consulting
            
            
            20,650
            
            
            575,591
            
            
            596,241Professional
                fees
            
            
            252,360
            
            
            195,940
            
            
            448,300**Total
                Operating Expenses**
            
            
            1,137,334
            
            
            1,707,104
            
            
            2,844,438**Operating
                Loss**
            
            
            (782,731
            )
            
            (1,522,104
            )
            
            (2,304,835
            )**Other
                Income (Expense)**Gain
                on sale of available for sale securities - previously
                impaired
            
            
            -
            
            
            50,000
            
            
            50,000Interest
                expense
            
            
            -
            
            
            (5,324
            )
            
            (5,324
            )Interest
                income
            
            
            91
            
            
            2,967
            
            
            3,058**Total
                Other Income**
            
            
            91
            
            
            47,643
            
            
            47,734**Net
                Loss**
            
            **$**
            **(782,640**
            **)**
            **$**
            **(1,474,461**
            **)**
            **$**
            **(2,257,101**
            **)****Comprehensive
                Income (Loss)**Unrealized
                gain (loss) on available for sale securities - net
            
            
            (375,627
            )
            
            1,248,750
            
            
            873,123**Total
                Comprehensive Loss**
            
            **$**
            **(1,158,267**
            **)**
            **$**
            **(225,711**
            **)**
            **$**
            **(1,383,978**
            **)****Net
                Loss Per Share - Basic and Diluted**
            
            **$**
            **(0.02**
            **)**
            **$**
            **(0.05**
            **)**
            **$**
            **(0.07**
            **)****Weighted
                Average Shares**
            
            
            **32,365,659**
            
            
            **28,272,180**
            
            
            **30,314,292**





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-4





**Nortia
      Capital Partners, Inc. and Subsidiaries**


**(A
      Development Stage Company)**


**Consolidated
      Statements of Cash Flows**


**For
      the Years Ended April 30, 2008 and 2007**


DeficitAccumulated
              
              AccumulatedCommon Stock
              
              Additional
              
              
              
              During
              
              Other
              
              TotalCommon Stock
              
              Issuable
              
              Paid-In
              
              Accumulated
              
              Development
              
              Comprehensive
              
              Stockholders’Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Stage
              
              Income
              
              Equity**BALANCE
                  AT APRIL 30, 2006**
              
              
              22,813,254
              
              $
              22,813
              
              
              4,874,855
              
              $
              4,875
              
              $
              6,500,828
              
              $
              (6,412,035
              )
              $
              -
              
              $
              -
              
              $
              116,480Common
                  stock issued from private placement - $1.10 per share
              
              
              264,755
              
              
              265
              
              
              -
              
              
              -
              
              
              290,964
              
              
              -
              
              
              -
              
              
              -
              
              
              291,229Common
                  stock issued that was issuable
              
              
              4,876,455
              
              
              4,877
              
              
              (4,874,855
              )
              
              (4,875
              )
              
              (2
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Common
                  stock issued for revision of private placement - $.52 per
                  share
              
              
              1,960,410
              
              
              1,960
              
              
              -
              
              
              -
              
              
              (1,960
              )
              
              -
              
              
              -
              
              
              -
              
              
              -Common
                  stock issued for compensation
              
              
              500,000
              
              
              500
              
              
              -
              
              
              -
              
              
              549,500
              
              
              -
              
              
              -
              
              
              -
              
              
              550,000Common
                  stock issued for consulting
              
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              -
              
              
              519,000
              
              
              -
              
              
              -
              
              
              -
              
              
              520,000Common
                  stock issuable for conversion of accounts payable
              
              
              -
              
              
              -
              
              
              4,545
              
              
              5
              
              
              4,995
              
              
              -
              
              
              -
              
              
              -
              
              
              5,000Unrealized
                  gain on available for sale equity securities
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,248,750
              
              
              1,248,750Net
                  loss, year ended April 30, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,474,461
              )
              
              -
              
              
              (1,474,461
              )**BALANCE
                  AT APRIL 30, 2007**
              
              
              31,414,874
              
              $
              31,415
              
              
              4,545
              
              $
              5
              
              $
              7,863,325
              
              $
              (6,412,035
              )
              $
              (1,474,461
              )
              $
              1,248,750
              
              $
              1,256,999Contributed
                  executive services
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              75,000
              
              
              -
              
              
              -
              
              
              -
              
              
              75,000Common
                  stock issued for acquisition – 1,000,000 shares at $0.537 per
                  share
              
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              -
              
              
              535,667
              
              
              -
              
              
              -
              
              
              -
              
              
              536,667Common
                  stock issued for employment agreement - 200,000 shares at
                  $0.537
              
              
              200,000
              
              
              200
              
              
              -
              
              
              -
              
              
              107,133
              
              
              -
              
              
              -
              
              
              -
              
              
              107,333Share
                  based compensation for restricted stock grant
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              30,461
              
              
              -
              
              
              -
              
              
              -
              
              
              30,461Common
                  stock issued for compensation – 1,000,000 shares at $0.32
              
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              -
              
              
              319,000
              
              
              -
              
              
              -
              
              
              -
              
              
              320,000Common
                  stock rescinded share agreement
              
              
              (497,818
              )
              
              (498
              )
              
              -
              
              
              -
              
              
              498
              
              
              -
              
              
              -
              
              
              -
              
              
              -Unrealized
                  loss on available for sale securities -net
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (375,627
              )
              
              (375,627
              )Common
                  stock issuable from exercise of warrants – 1,398,120 shares at
                  $0.25
              
              
              -
              
              
              -
              
              
              1,398,120
              
              
              1,398
              
              
              348,132
              
              
              -
              
              
              -
              
              
              -
              
              
              349,530Net
                  loss, year ended April 30, 2008
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (782,640
              )
              
              -
              
              
              (731,640
              )**BALANCE
                  AT APRIL 30, 2008**
              
              
              33,117,056
              
              $
              33,117
              
              $
              1,402,665
              
              $
              1,403
              
              $
              9,279,216
              
              $
              (6,412,035
              )
              $
              (2,257,101
              )
              $
              873,123
              
              $
              1,517,723





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-5




**Nortia
      Capital Partners, Inc. and Subsidiaries**


**(A
      Development Stage Company)**


**Consolidated
      Statements of Cash Flows**





**Period from****May 1, 2006****Year**
            
            **(Inception of****Ended**
            
            **Development Stage) to****April 30,**
            
            **April 30,****2008**
            
            **2007**
            
            **2008****Cash
                Flows From Operating Activities:**Net
                loss
            
            $
            (782,640
            )
            $
            (1,474,461
            )
            $
            (2,257,101
            )Adjustments
                to reconcile net loss to net cash used
              in
                operating activities:Stock
                compensation expense
            
            
            457,793
            
            
            550,000
            
            
            1,007,793Contributed
                services expense
            
            
            75,000
            
            
            -
            
            
            75,000Bad
                debt expense
            
            
            25,045
            
            
            -
            
            
            25,045Stock
                consulting expense
            
            
            -
            
            
            520,000
            
            
            520,000Gain
                on available-for-sale securities - previously impaired
            
            
            -
            
            
            (50,000
            )
            
            (50,000
            )Depreciation
            
            
            1,008
            
            
            837
            
            
            1,845Changes
                in operating assets and liabilities:Increase
                in restricted cash
            
            
            (9,845
            )
            
            -
            
            
            -Increase
                in accounts receivable - related party
            
            
            (70,998
            )
            
            -
            
            
            (70,998
            )Increase
                in accounts receivable
            
            
            (46,560
            )
            
            -
            
            
            (46,560
            )Decrease
                in other receivable
            
            
            -
            
            
            54,150
            
            
            54,150Increase
                in bank overdraft liability
            
            
            7,525
            
            
            -
            
            
            7,525Increase
                (decrease) in accounts payable
            
            
            88,234
            
            
            (2,838
            )
            
            85,396Increase
                in accounts payable – related party
            
            
            16,476
            
            
            -
            
            
            16,476Decrease
                (increase) in deferred revenue - related party
            
            
            (18,906
            )
            
            18,906
            
            
            -Decrease
                (increase) in accrued expenses
            
            
            (23,886
            )
            
            64,354
            
            
            40,468**Net
                Cash Used In Operating Activities**
            
            
            (281,754
            )
            
            (319,052
            )
            
            (590,961
            )**Cash
                Flows From Investing Activities:**Net
                Cash received in acquisition, net of bank overdraft
                assumed
            
            
            (85
            )
            
            -
            
            
            (85
            )Legal
                costs in acquisition of business
            
            
            (16,567
            )
            
            -
            
            
            (16,567
            )Available-for-sale
                securities acquired for services rendered
            
            
            (39,000
            )
            
            -
            
            
            (39,000
            )Purchase
                of property and equipment
            
            
            (2,744
            )
            
            (2,872
            )
            
            (5,616
            )**Net
                Cash Used In Investing Activities**
            
            
            (58,396
            )
            
            (2,872
            )
            
            (71,113
            )**Cash
                Flows From Financing Activities:**Proceeds
                from exercise of warrants
            
            
            349,530
            
            
            -
            
            
            349,530Proceeds
                from sale of common stock
            
            
            -
            
            
            291,229
            
            
            291,229**Net
                Cash Provided By Financing Activities**
            
            
            349,530
            
            
            291,229
            
            
            640,759**Net
                Increase (Decrease) in Cash**
            
            
            9,380
            
            
            (30,695
            )
            
            (21,315
            )Cash
                at Beginning of Period
            
            
            1,706
            
            
            32,401
            
            
            32,401**Cash
                at End of Period**
            
            $
            11,086
            
            $
            1,706
            
            $
            11,086





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-6




**Nortia
      Capital Partners, Inc. and Subsidiaries**


**(A
      Development Stage Company)**


**Consolidated
      Statements of Cash Flows** ***(Continued)***





**Period from****May 1, 2006****(Inception of****Years Ended**
            
            **Development Stage) to****April 30,**
            
            **April 30,****2008**
            
            **2007**
            
            **2008****Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid during the period for:Interest
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**Taxes
            
            $
            -
            
            $
            -
            
            $
            -**Supplemental
                Disclosure of Non-Cash Investing and Financing
                Transactions:**Conversion
                of loan receivable to non-marketable equity security
              at
                cost
            
            $
            -
            
            $
            100,000
            
            $
            100,000Common
                stock issuable for conversion of accounts payable
            
            $
            -
            
            $
            5,000
            
            $
            5,000Net
                assets acquired from acquisition, net of cash acquired
            
            $
            22,195
            
            $
            -
            
            $
            22,195Goodwill
                from acquisition
            
            $
            522,870
            
            $
            -
            
            $
            522,870Unrealized
                gain (loss) on available for sale securities
            
            $
            (375,627
            )
            $
            1,248,750
            
            $
            873,123





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-7


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**
  **1.**  **HISTORY
        AND NATURE OF BUSINESS**





**Nature
      of Operations**





Nortia
      Capital Partners, Inc. (“Nortia,” “we,” “us,” “our,” “its”, or the “Company”) is
      an Atlanta, Georgia based m erchant
      banking company that provides access to capital and advisory services for
      management buyouts, recapitalizations and the expansion needs of emerging growth
      companies.





We
      elected to become a Business Development Company (“BDC”) in January 2005,
      pursuant to the provisions of the 1940 Act. The Company operated as a BDC for
      regulatory oversight and reporting purposes throughout the period covered by
      its
      Form 10-K for the periods ended April 30, 2006 and 2005. Effective May 2, 2006,
      the Company filed a Form N-54C with the United States Securities and Exchange
      Commission (“SEC”) withdrawing its election to be regulated as a BDC.
      T he
      Company has commenced a new business model whereby it provides merchant
      banking-type services to small, private companies seeking to become publicly
      held and traded, as discussed further below.




*History
      of Company Development*




Nortia
      was organized as BF Acquisition Group I, Inc. under the laws of the State of
      Florida on April 15, 1999, as a “shell” company with plans to seek business
      partners or acquisition candidates. Due to capital constraints, however, we
      were
      unable to continue with our original business plan. In March 2001, we ceased
      our
      business activities and became dormant through May 2003, whereby we incurred
      only minimal administrative expenses.




During
      June 2003, present management was engaged to raise additional capital, and
      initiate business activities. During the fiscal quarter ending July 31, 2003,
      the business re-entered the development stage. At that time, management raised
      capital and commenced preparations to operate as a Business Development Company
      (“BDC”), intending to be regulated pursuant to certain requirements of the 1940
      Act applicable to BDCs.




Effective
      August 2, 2004, BF Acquisition Group I, Inc. changed its name to Nortia Capital
      Partners, Inc.




On
      October 15, 2004, we entered into a definitive share Exchange Agreement with
      Global Life Sciences, Inc. (“Global”), a publicly traded Nevada corporation,
      which then changed its name to “Nortia Capital Partners, Inc.” On December 2,
      2004, the Exchange Agreement was consummated. On December 3, 2004, the business
      was merged into the Nevada corporation with the Nevada corporation surviving.
      As
      a result of the recapitalization, we are now organized under the laws of the
      State of Nevada.




On
      January 4, 2005, we filed a Form N-54A with the SEC pursuant to which we elected
      to be regulated as a BDC pursuant to Section 54 of the 1940 Act. As a result,
      we
      operated as an investment company with a plan to build an investment portfolio
      and enhance the Company's shareholder value. It was our intention to provide
      capital and advisory services for management buyouts, recapitalizations, and
      the
      growth and capital needs of emerging growth companies.




In
      June
      2005, we determined to commence an offering of shares of our common stock as
      a
      BDC in accordance with the exemption from the registration requirements of
      the
      Securities Act of 1933 as provided by Regulation E. In connection with that
      prospective offering, we filed a Form 1-E with the SEC, which was reviewed
      in
      the ordinary course, and with respect to which a comment letter was issued
      by
      the SEC staff to the Company. As a result, we understood we were out of
      compliance with certain of the rules and regulations governing the business
      and
      affairs, financial status, and financial reporting items required of BDCs. Ultimately,
      the Board of Directors of the Company (the “Board”) directed the Company to take
      immediate and substantial steps to remediate certain of the compliance failures,
      and the Company informed the SEC staff of these steps.




F-8


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




Accordingly,
      after careful consideration of the 1940 Act requirements applicable to BDCs,
      an
      evaluation of the Company's ability to operate as a going concern in an
      investment company regulatory environment, the cost of 1940 Act compliance
      needs
      and a thorough assessment of potential alternative business models, the Board
      determined that continuation as a BDC was not in the best interest of the
      Company and its shareholders. O n
      February 10, 2006, upon the recommendation of the Board, a majority of the
      then
      outstanding shares voted to approve withdrawal of our election as a
      BDC.




On
      May 2,
      2006, we filed form N-54C with the SEC formally withdrawing our election to
      be
      subject to the 1940 Act, pursuant to the provisions of section 54(c) of the
      Act.
      As of that date, the Company was no longer a BDC and now intends to at all
      times
      conduct its activities in such a way that it will not be deemed an “investment
      company” subject to regulation under the 1940 Act. Thus, we do not hold
      ourselves out as being engaged primarily in the business of investing,
      reinvesting or trading in securities. In addition, the Company intends to
      conduct its business in such a manner as to ensure that it will at no time
      own
      or propose to acquire investment securities having a value exceeding 40 percent
      of the Company's total assets at any one time. See Note 8 – Commitments and
      Contingencies.




*New
      Business Model*




Subsequent
      to our withdrawal as a BDC, Nortia changed the nature of its business focus
      from
      investing, owning, holding or trading in investment securities to that of an
      operating company intending to provide merchant banking-type services to small,
      private companies seeking to become publicly held and traded. Specifically,
      we
      intend to identify small private companies and assist them with managerial,
      accounting and financial advice and help them to raise necessary capital by
      introducing them to potential investors. As compensation for these services,
      Nortia proposes to receive restricted shares of these companies’
stock.




The
      withdrawal of the Company's election to be regulated as a BDC resulted in a
      change in its method of accounting. BDC financial statement presentation and
      accounting use the “fair value” method of accounting, which allows BDCs to value
      their investments at market value as opposed to historical cost and to recognize
      unrealized gains or losses in operations. As an operating company, the Company
      will use either the fair-value (“SFAS 115 – *Accounting
      for Certain Investments In Debt and Equity Securities* ”)
      or
      historical-cost methods (“APB 18 – *The
      Equity Method of Accounting for Investments in Common Stock* ”)
      of
      accounting for financial statement presentation and accounting for securities
      held, depending on how the investment is classified and how long the Company
      intends to hold the investment and recognize unrealized gains or losses as
      a
      component of stockholders’ equity. In light of its limited assets, the effect of
      the change in method of accounting was not material. In accordance with SFAS
      154
      - *Accounting
      Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB
      Statement No. 3* ” ,
      the
      change from a BDC to an operating company has been retrospectively applied
      to
      prior periods.




With
      the
      new business model, effective May 2, 2006, the Company has commenced a new
      development stage
      and has not generated any significant revenue to date from its new business
      model. Activities during the new development stage include raising capital
      and
      implementing the new business plan. The results of operations for May 1, 2006
      through May 2, 2006 were not material and therefore, the Company will utilize
      May 1, 2006 as the inception date for the new development stage. As discussed
      below, the Company has acquired two companies, of which one is operating and
      generating revenues. Through April 30, 2008, the majority of revenues generated
      by the Company were from related party transactions. Although the Company
      anticipates that revenues from its new business strategy as defined previously
      will increase in the future, the Company is still classified as development
      stage as of April 30, 2008.




F-9




**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




On
      January 8, 2008, Nortia acquired Friedland Investment Events LLC (FIE) and
      Herd
      on the Street LLC (HOTS), both privately-held companies, and their associated
      brands in exchange for 1,000,000 shares of Nortia's common stock. The
      acquisitions are the first step in a strategic shift for Nortia to
      that
      of an operating company intending to provide merchant banking-type services
      to
      small, private companies seeking to become publicly held and traded. With
      the
      FIE/HOTS acquisition, Nortia will be able to offer clients a broad range of
      financial communications products and services.




FIE,
      headquartered in Denver, Colorado with offices in Pennington, New Jersey, is
      the
      one of the world's largest sponsors of financial and investment events,
      sponsoring events annually throughout the United States. These events include
      all-day conferences, luncheons, breakfasts, VIP cocktail receptions, and other
      special events. Most notably, the company's bi-annual Alternative Energy and
      Clean Tech Conference and Global Equities Conference series have developed
      a
      strong following within the investment community and among
      investors.





HOTS,
      which is also headquartered in Denver, Colorado is an Internet based marketing
      platform for publicly-traded companies and independent equity research
      providers.




**2.
      GOING CONCERN**




As
      reflected in the accompanying consolidated
      financial statements, the Company had a net loss of $782,640 and net cash used
      in operations of $281,754 for the year ended April 30, 2008. The Company
      recorded a $375,627 unrealized loss on available-for-sale securities and had
      a
      comprehensive loss of $1,158,267 for the year ended April 30, 2008. The Company
      has an accumulated deficit of $6,412,035 and a deficit accumulated during the
      development stage of $2,257,101 at April 30, 2008.




The
      ability of the Company to continue as a going concern is dependent on the
      Company's ability to further implement its new business model, raise capital
      through obtaining additional debt or selling additional securities, and generate
      revenues. The financial statements do not include any adjustments that might
      be
      necessary if the Company is unable to continue as a going concern.




We
      plan
      on generating revenues from our new business model by providing merchant
      banking-type services to small, private companies seeking to become publicly
      held and traded. Specifically, the Company intends to identify small, private
      companies and assist them with managerial, accounting and financial advice
      and
      help them to raise necessary capital by introducing them to potential investors.
      As compensation for these services, the Company proposes to receive shares
      of
      the companies, which we expect will then be registered in their initial public
      offerings.




**3.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




Accounting
      Estimates




When
      preparing financial statements in conformity with United States Generally
      Accepted Accounting Principles (“U.S. GAAP”), our management must make estimates
      based on future events that affect the reported amounts of assets and
      liabilities, the disclosure of contingent assets and liabilities as of the
      date
      of the consolidated financial statements, and revenues and expenses during
      the
      reporting period. Actual results could differ from these estimates. Significant
      estimates in the accompanying financial statements includes valuation of the
      fair value of financial instruments, the valuation of accounts receivable,
      valuation of investments, valuation of goodwill, valuation of common stock
      and
      warrants issued for services or other non-cash services, valuation for common
      stock received for services rendered and the valuation allowance for deferred
      tax assets.




F-10


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




*Principles
      of Consolidation*





The
      accompanying consolidated financial statements include the general accounts
      of
      Nortia Capital Partners, Inc. as of April 30, 2008, and its wholly-owned
      subsidiaries from acquisition as of January 8, 2008 through April 30, 2008,
      and
      all significant intercompany transactions, accounts and balances have been
      eliminated in consolidation.




Reclassifications




Certain
      amounts in the 2007 financial statements have been reclassified to conform
      to
      the 2008 presentation.




Cash
      and Cash Equivalents




Cash
      and
      cash equivalents include all highly liquid investments with a maturity date
      of
      three months or less when purchased.




Accounts
      Receivable





The
      Company performs ongoing credit evaluations of its customers’ financial
      condition and extends credit to virtually all of its customers. Credit losses
      to
      date have not been significant and have been within management’s expectations.
      In the event of complete non-performance by the Company’s customers, the maximum
      exposure to the Company is the outstanding accounts receivable balance at the
      date of non-performance.





Derivative
      Instruments





In connection with the sale of debt or equity instruments, we may sell options
      or
      warrants to purchase our common stock. In certain circumstances, these options
      or warrants may be classified as derivative liabilities, rather than as equity.
      Additionally, the debt or equity instruments may contain embedded derivative
      instruments, such as variable conversion options, which in certain circumstances
      may be required to be bifurcated from the host instrument and accounted for
      separately as a derivative instrument.




In
      accordance with SFAS 133 – “ *Accounting
      for Derivative Instruments and Hedging Activities* ”
and
      released interpretations, t he
      identification of, and accounting for, derivative instruments is complex.
      Derivative instrument liabilities are re-valued at the end of each reporting
      period, with changes in fair value of the derivative liability recorded as
      charges or credits to income in the period in which the changes occur. For
      options, warrants and bifurcated conversion options that are accounted for
      as
      derivative instruments, we determine the fair value of these instruments using
      the Black-Sholes option pricing model, binomial stock price probability trees,
      or other valuation techniques whichever is more practical under the
      circumstance. These models require assumptions not limited to the following
      examples: the remaining term of the instruments and risk-free rates of return,
      our current common stock price and expected dividend yield, and the expected
      volatility of our common stock price based on not only the history of our stock
      price but also the experience of other entities considered comparable to us.
      The
      identification of, and accounting for, derivative instruments and the
      assumptions used to value them can significantly affect our financial
      statements.




F-11


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




Fair
      Value of Financial Instruments





We
      define
      the fair value of a financial instrument as the amount at which the instrument
      could be exchanged in a current transaction between willing parties. The
      carrying value of current assets and current liabilities approximates fair
      value
      because of the short maturity of those instruments. The estimated fair value
      of
      our other obligations is estimated based on the current rates offered to us
      for
      similar maturities. Based on prevailing interest rates and the short-term
      maturity of all of our indebtedness, management believes that the fair value
      of
      our obligations approximates book value at April 30, 2008. The Company will
      adopt the provisions of SFAS 157 “Fair Value Measurements” beginning on May 1,
      2008 and does not anticipate that it will have a significant impact on the
      Company’s consolidated financial statements.




I nvestments





The
      Company invests in various marketable equity instruments and accounts for such
      investments in accordance with SFAS 115.




Certain
      securities that the Company may invest in may be determined to be
      non-marketable. Non-marketable securities where the Company owns less than
      20%
      of the investee are accounted for at cost pursuant to APB No. 18, "The Equity
      Method of Accounting for Investments in CommonStock" ("APB 18").




Management
      determines the appropriate classification of its investments at the time of
      acquisition and reevaluates such determination at each balance sheet date.
      Trading securities that the Company may hold are treated in accordance with
      SFAS
      115 with any unrealized gains and losses included in earnings.
      Available-for-sale securities are carried at fair value, with unrealized gains
      and losses, net of tax, reported as a separate component of stockholders'
      equity. Investments classified as held-to-maturity are carried at amortized
      cost. In determining realized gains and losses, the cost of the securities
      sold
      is based on the specific identification method.




The
      Company periodically reviews its investments in marketable and non-marketable
      securities and impairs any securities whose value is considered non-recoverable.
      The Company's determination of whether a security is other than temporarily
      impaired incorporates both quantitative and qualitative information. GAAP
      requires the exercise of judgment in making this assessment for qualitative
      information, rather than the application of fixed mathematical criteria. The
      Company considers a number of factors including, but not limited to, the length
      of time and the extent to which the fair value has been less than cost, the
      financial condition and near term prospects of the issuer, the reason for the
      decline in fair value, changes in fair value subsequent to the balance sheet
      date, and other factors specific to the individual investment. The Company's
      assessment involves a high degree of judgment and accordingly, actual results
      may differ materially from the Company's estimates and judgments. The Company
      recorded no impairment charges for securities during the years ended April
      30,
      2008 and 2007, respectively.




F-12


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




Property
      and Equipment




Fixed
      assets greater than $1,000 are recorded at cost and depreciated over their
      useful lives, which range from three to five
      years, using the straight-line method. Maintenance and repair expense are
      expensed as incurred. At April 30, 2008, property and equipment consisted of
      office and computer equipment of $2,872 and $2,743 respectively, with
      accumulated depreciation of $1,845. Depreciation expense for the years ended
      April 30, 2008 and 2007 was $1,008 and 837, respectively.





Goodwill
      and Other Intangibles





The
      Company accounts for goodwill in a purchase business combination as the excess
      of the cost over the fair value of net assets acquired. Business combinations
      can also result in other intangible assets being recognized. Amortization of
      intangible assets, if applicable, occurs over their estimated useful lives.
      Statement of Financial Accounting Standard No. 142, “Goodwill and Other
      Intangible Assets” (“SFAS 142”) requires testing goodwill for impairment on an
      annual basis (or interim basis if an event occurs that might reduce the fair
      value of a reporting unit below its carrying value). The Company conducts the
      annual review during the fourth quarter of each fiscal year. Based upon the
      Company’s annual review, no impairment was recognized during the year ended
      April 30, 2008.





Stock-Based
      Compensation




Effective
      May 1, 2006, the Company adopted SFAS No. 123 (R), entitled Share-Based Payment.
      This revised Statement eliminates the alternative to use APB 25’s intrinsic
      value method of accounting that was provided in SFAS No. 123 as originally
      issued. Under APB 25, issuing stock options to employees generally resulted
      in
      recognition of no compensation cost if the exercise price equaled or exceeded
      the fair value of the stock on the measurement date. This Statement requires
      entities to recognize the cost of employee services received in exchange for
      awards of equity instruments based on the grant-date fair value of those awards.




In
      adopting SFAS 123 (R), the Company used the modified prospective application
      (“MPA”). MPA requires the Company to account for all new stock compensation to
      employees using fair value. The fair value for these awards is based on the
      grant date. There was no cumulative effect for applying SFAS 123 (R) at May
      1,
      2006.




For
      periods prior to May 1, 2006, the Company accounted for stock options or
      warrants issued to employees using APB 25 and issued to non-employees for goods
      or services in accordance with the fair value method of SFAS 123. Under the
      SFAS
      123 method, the Company records an expense equal to the fair value of the
      options or warrants issued. The fair value is computed using an options pricing
      model.




Revenue
      Recognition




The
      Company recognizes revenues in accordance with the guidance in the SEC Staff
      Accounting Bulletin (“SAB”) 104. Revenue is recognized when persuasive evidence
      of an arrangement exists with a fixed or determinable selling price, as services
      are provided and when collection is reasonably assured.




F-13


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




The
      Company follows EITF 00-8 "Accounting by a Grantee for an Equity Instrument
      to
      be Received in Conjunction with Providing Goods or Services" when determining
      the measurement date to value securities received for services.





Revenues
      earned during the years ended April 30, 2008 and 2007 were derived from services
      and recognized as the services were completed.





Income
      Taxes




Income
      taxes are accounted for under the asset and liability method of SFAS No. 109, *Accounting
      for Income Taxes* (“SFAS
      109”). Under SFAS 109, deferred tax assets and liabilities are recognized for
      the future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax bases. Deferred tax assets and liabilities are measured using
      enacted tax rates expected to apply to taxable income in the years in which
      those temporary differences are expected to be recovered or settled. Under
      SFAS
      109, the effect on deferred tax assets and liabilities of a change in tax rates
      is recognized in income in the period that includes the enactment
      date.




Net
      Loss per Share of Common Stock




Basic
      loss per common share (Basic EPS) excludes dilution and is computed by dividing
      net loss by the weighted average number of common shares outstanding or
      subscribed during the period. Diluted loss per share (Diluted EPS) reflects
      the
      potential dilution that could occur if stock options or other contracts to
      issue
      common stock, such as warrants or convertible notes, were exercised or converted
      into common stock. Common stock equivalents were not utilized to compute diluted
      loss per share as their effect would have been anti-dilutive in 2008 and 2007.
      Therefore, diluted EPS equals basic EPS.




At
      April
      30, 2008, there were warrants to purchase 562,290 shares respectively of the
      Company’s common stock which may dilute future earnings per share.




Comprehensive
      Loss




Comprehensive
      loss includes net loss as currently reported by the Company adjusted for other
      comprehensive items. Other comprehensive items for the Company consists of
      an
      unrealized gain related to the Company's equity securities accounted for as
      available-for-sale with changes in fair value recorded through stockholders’
equity.





Recent
      Accounting Developments




The
      Financial Accounting Standards Board (“FASB”) has recently issued several new
      accounting pronouncements, which may apply, to the Company.




In
      2006,
      the FASB issued Interpretation No. 48 (FIN 48), “ Accounting
      for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109
      Accounting for Income Taxes.” FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in an enterprise’s financial statements in accordance
      with SFAS 109. FIN
      48
      also prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of a tax position taken or
      expected to be taken in a tax return. FIN
      48
      provides guidance on de-recognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. The
      Company adopted FIN 48 as of May 1, 2007, as required.




F-14


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




The
      current Company policy classifies any interest recognized on an underpayment
      of
      income taxes as interest expense and classifies any statutory penalties
      recognized on a tax position taken as selling, general and administrative
      expense. There
      were no interest or selling, general and administrative expenses accrued or
      recognized related to income taxes for the year ended April 30, 2008. The
      Company has not taken a tax position that would have a material effect on the
      financial statements or the effective tax rate for the year ended April 30,
      2008
      or during the prior three years applicable under FIN 48. It
      is
      determined not to be reasonably possible for the amounts of unrecognized tax
      benefits to significantly increase or decrease within twelve months of the
      adoption.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS
      157 defines fair value, establishes a market-based framework or hierarchy for
      measuring fair value, and expands disclosures about fair value measurements.
      SFAS 157 is applicable whenever another accounting pronouncement requires or
      permits assets and liabilities to be measured at fair value. SFAS 157 does
      not
      expand or require any new fair value measures; however the application of this
      statement may change current practice. The requirements of SFAS 157 are first
      effective for the Company’s fiscal year beginning May 1, 2008. However, in
      February 2008 the FASB decided that an entity need not apply this standard
      to
      nonfinancial assets and liabilities that are recognized or disclosed at fair
      value in the financial statements on a nonrecurring basis until the subsequent
      year. Accordingly, the Company’s adoption of this standard on May 1, 2008, is
      limited to financial assets and liabilities. The Company does not believe the
      initial adoption of SFAS 157 will have a material effect on its financial
      condition or results of operations. However, the Company is still in the process
      of evaluating this standard with respect to its effect on nonfinancial assets
      and liabilities and therefore has not yet determined the impact that it will
      have on the Company’s financial statements upon full adoption.




In
      February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities Including an Amendment of FASB Statement No.
      115.” The fair value option permits entities to choose to measure eligible
      financial instruments at fair value at specified election dates. The entity
      will
      report unrealized gains and losses on the items on which it has elected the
      fair
      value option in earnings. SFAS 159 is effective for the Company beginning May
      1,
      2008. The Company is currently evaluating the effect of adopting SFAS 159,
      but
      does not expect it to have a material impact on its consolidated results of
      operations or financial condition.




In
      December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 Share-Based
      Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14,
      “Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of
      Section D.2 of Topic 14 expresses the views of the staff regarding the use
      of
      the “simplified” method in developing an estimate of the expected term of “plain
      vanilla” share options and allows usage of the “simplified” method for share
      option grants prior to December 31, 2007. SAB 110 allows public companies which
      do not have historically sufficient experience to provide a reasonable estimate
      to continue use of the “simplified” method for estimating the expected term of
“plain vanilla” share option grants after December 31, 2007. SAB 110 is
      effective January 1, 2008. The Company currently uses the “simplified” method to
      estimate the expected term for share option grants to employees as it does
      not
      have enough historical experience to provide a reasonable estimate. The Company
      will continue to use the “simplified” method until it has enough historical
      experience to provide a reasonable estimate of expected term in accordance
      with
      SAB 110. The Company does not expect SAB 110 will have a material impact on
      its
      consolidated balance sheets, statements of operations and cash
      flows.




F-15


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




In
      December 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement No. 141R, Business Combinations, and Statement No. 160,
      Non-controlling Interests in Consolidated Financial Statements, an amendment
      of
      ARB No. 51. Statement No. 141R modifies the accounting and disclosure
      requirements for business combinations and broadens the scope of the previous
      standard to apply to all transactions in which one entity obtains control over
      another business. Statement No. 160 establishes new accounting and reporting
      standards for non-controlling interests in subsidiaries. The Company will be
      required to apply the provisions of the new standards in the first quarter
      of
      2010. Early adoption is not permitted for these new standards.




**4.
      ACQUISITION**




On
      January 8, 2008, Nortia acquired from Friedland Capital, Inc. (“Seller”), the
      membership interest in Friedland Investment Events, LLC (FIE) and Herd on the
      Street LLC (HOTS), both privately-held companies, and their associated brands
      in
      exchange for 1,000,000 restricted shares of Nortia’s $0.001 par value common
      stock. The total purchase price was $5 53,234
      based upon the 1,000,000 restricted shares at a share price of fifty four cents
      ($0.537) per share plus $16,567 of legal costs incurred for the transaction.
      In
      accordance with EITF 99-12, paragraph 4, the $0.537 per share price used for
      the
      Common Stock was reflective of an average closing price for the common stock
      utilizing three days immediately before the January 8, 2008 acquisition and
      three days immediately after publicly announcing the acquisition.





The
      Company accounted for the acquisitions using the purchase method of accounting
      under SFAS 141. The results of operations for FIE and HOTS are included in
      the
      consolidated results of operations from the acquisition date. The Company
      recorded goodwill for the excess of the cost over the fair value of the net
      assets acquired and determined that there were no intangible assets from the
      acquisition to allocate to under SFAS 141.





FIE,
      headquartered in Denver, Colorado with offices in Pennington, New Jersey, is
      a
      sponsor of financial and investment events, sponsoring events annually
      throughout the United States. These events include all-day conferences,
      luncheons, breakfasts, VIP cocktail receptions, and other special events. Most
      notably, the company's bi-annual Alternative Energy and Clean Tech Conference
      and Global Equities Conference series have developed a strong following within
      the investment community and among investors.





HOTS,
      which is also headquartered in Denver, Colorado is an Internet based marketing
      platform for publicly-traded companies and independent equity research
      providers.





The
      acquisitions are the first step in a strategic shift for the Company as it
      is
      expanding its services to better meet the needs of emerging companies navigating
      the financial marketplace. With the FIE/HOTS acquisition, the Company will
      be
      able to offer clients a broad range of financial communications products and
      services.





As
      a
      result of the transaction discussed above, FIE and HOTS are now 100%
      wholly-owned subsidiaries of Nortia. The aggregate $553,234 acquisition cost
      was
      allocated to the fair value assets acquired and liabilities assumed as
      follows:




F-16


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




Current
                assets
            
            $
            30,519Current
                liabilities
            
            
            (155
            )Goodwill
            
            
            522,870Total
                acquisition cost
            
            $
            553,234





Goodwill
      is expected to be deductible for tax purposes over a fifteen (15) year period.





Unaudited
      pro forma financial information presents the combined results of Nortia FIE
      and
      HOTS, and was prepared as if the transactions had occurred at the beginning
      of
      the periods presented. The pro forma data presented is based on numerous
      assumptions and is not necessarily indicative of future results of
      operations.





**(Unaudited)****Year Ended****April 30,****2008**
            
            **2007**Revenues
            
            $
            719,000
            
            $
            392,005Net
                Loss
            
            $
            (839,013
            )
            $
            (1,394,217
            )Net
                Loss Per Share - Basic and Diluted
            
            $
            (0.03
            )
            $
            (0.05
            )





**5.**  **INVESTMENTS**




The
      following represents information about available-for sales securities held
      with
      gain and loss positions as of April 30, 2008:




**Securities in gain**
              **positions more than**
              **12 months:**
            
            **Cost**
            
            **Aggregate**
              **Unrealized gains**
            
            **Aggregate Fair**
              **Value**Equity
                securities
            
            $
            66,700
            
            $
            875,623
            
            $
            942,323





**Securities in loss**
              **positions more than**
              **12 months:**
            
            **Cost**
            
            **Aggregate**
              **Unrealized losses**
            
            **Aggregate Fair**
              **Value**Equity
                securities
            
            $
            100,000
            
            $
            2,500
            
            $
            97,500





On
      September 15, 2006, the Company sold its entire 50,000 share interest in
      Universal Capital Management, Inc., a
      business development company that provides management and strategic growth
      resources to emerging growth companies, to an
      unrelated third party for a price of $50,000 and received a non interest bearing
      note receivable due and payable in six months. The 50,000 shares had previously
      been written off by the Company as an impairment loss during fiscal year 2005.
      Accordingly, the Company recorded the transaction as note receivable with an
      offset to gain on the sale of available-for-sale securities previously impaired.
      As a result of the sale, the financial statements for the six months ended
      October 31, 2006 reflected a reversal of the $200,000 unrealized gain on
      available for sale securities previously recorded. In November 2006, the entire
      $50,000 note receivable was paid in full and the note receivable was reduced
      to
      zero.




F-17


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**
  At
        April
        30, 2008, the Company continues to hold 2,587,983 shares of Avix Technologies,
        Inc. **** (“Avix”),
        a publicly held company that was impaired to a zero value in fiscal year
        2004.




In
      July
      2005, the Company announced the execution of a definitive Share Exchange
      Agreement by and among Holley Communications, Inc., a Delaware corporation,
      a
      newly formed wholly-owned subsidiary of the Company (the "Investment Sub"),
      Holley Communications Canada, Inc., a Canadian Corporation ("Holley Canada"),
      and us. Pursuant to the Share Exchange Agreement and subject to certain closing
      conditions, the Investment Sub would issue 28,500,000 shares of its common
      stock, equivalent to 95% of its then-issued and outstanding common stock, to
      Holley Canada. In exchange, Holley Canada would transfer and assign all of
      Holley Canada's equity interest in Holley Communications Investment, Inc.,
      a
      British Virgin Islands company (“Holley Communications”), to the Investment Sub.
      Holley Communications is a provider of wireless communication technology
      application and integrated solutions in China. Specifically, it is engaged
      in
      two segments of the mobile communications business: a handset segment and a
      system integration segment. Its handset segment focuses on research and
      development, operation, distribution and retail and provides customers with
      handset solutions, reference design, module and handset. Its system segment
      focuses on voice quality enhancement system application, integration, sales
      and
      engineering services. In October 2006, the Company made the decision to
      terminate the definitive Share Agreement and all discussions related to a
      transaction have ceased.




In
      December 2005, the Company signed a letter of intent to provide $100,000 of
      funding for All American Pet, Inc., (“AAPC”),
      a New York corporation, with its principal office in Encino, California. AAPC
      produces, markets, and sells super premium dog food primarily through
      supermarkets and grocery stores and has secured commitments to distribute
      its products through approximately 6,000 supermarkets and grocery stores. As
      of
      April 30, 2006, the Company had funded the entire $100,000 commitment and was
      working on a formal agreement for the terms of the funding. Accordingly, the
      $100,000 was recorded as a Loan Receivable in the Financial Statements as of
      April 30, 2006. In
      May
      2006, the Company formally completed an agreement related to the $100,000 of
      funding provided to AAPC. The agreement exchanges the $100,000 loan receivable
      for 750,000 common shares of AAPC, representing a non-controlling equity
      position of approximately 6% of AAPC as of October 31, 2006. Additionally,
      the
      Company received 500,000 warrants to purchase AAPC shares at $0.50 per share.
      As
      a result of the agreement, the Company’s Loan Receivable position of $100,000 as
      of April 30, 2006 was converted to an investment in common shares of AAPC.




On
      February 5, 2007, AAPC announced that its SB-2 registration statement filed
      with
      the SEC had become effective and AAPC completed the filing of a 15c-211
      registration with the NASD to begin trading over-the-counter. However, there
      has
      been minimal trading in the AAPC stock through the date of these consolidated
      financial statements. Based upon the illiquid nature of the investment, the
      Company determined that these securities are more appropriately classified
      as a
      long-term asset. The AAPC closing stock price on April 30, 2008 was $0.13 per
      share or a valuation of $97,500 for the 750,000 shares owned by the Company.
      In
      accordance with SFAS 115, the Company has valued the investment at $97,500
      and
      is classified as available for sale equity securities – related parties at fair
      value in the accompanying consolidated financial statements at April 30, 2008.
      As a result of the valuation, the Company recorded a $2,500 unrealized loss
      on
      available for sale equity securities for the adjustment in the valuation from
      $100,000 to $97,500 as discussed above.




F-18


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




In
      March
      2006, the Company acquired 1,250,000 shares, representing a non-controlling
      equity position of approximately five percent (5%) of the common shares
      outstanding of Knight Energy Corp. (“Knight”) for a purchase price of $1,250.
      The Company’s CEO and CFO are also the CEO and CFO of Knight, and accordingly,
      the Company has classified the investment separately as a related party
      transaction in the accompanying financial statements. Based upon the illiquid
      nature of the investment, the Company determined that these securities are
      more
      appropriately classified as a long-term asset. Knight is a holding company
      that
      operates and develops energy related businesses and assets. In March of 2006,
      Knight acquired a 75% equity interest in an independent oil and gas services
      company that owns an executed lease agreement among other assets in Stephens
      County, Texas. The lease agreement contains approximately 160 acres that
      includes four producing natural gas wells. Stephens County has been a successful
      producer of oil and gas over the last fifty years. Subsequently, Knight acquired
      the remaining 25% interest and now owns 100% of the independent oil and gas
      services company. Knight also owns and operates its own drilling rig that will
      be used to drill additional wells on the current leased property as well as
      other potential properties that Knight is reviewing for consideration. Knight
      is
      currently reviewing further acquisitions and investments in the oil and gas
      industry as well as other energy related businesses and assets.





Nortia
      has agreed to provide Knight with merchant banking services that include advice
      on mergers and acquisitions, capital markets, public markets strategies and
      raising capital. In exchange for these services, Knight has granted Nortia
      warrants for the purchase of additional common shares. In March 2006, Nortia
      received 1,250,000 warrants to purchase Knight common shares with an exercise
      price of $.50, as well as 1,250,000 warrants to purchase Knight common shares
      with an exercise price of $1.00. The Company evaluated the warrants in
      accordance with Statement of Financial Accounting Standards No. 123 “FASB 123”
and utilized the Black Scholes method to determine valuation. As a result of
      its
      evaluation, no value was assigned to the warrants as the exercise price was
      significantly greater than the fair value of the warrants, resulting in a fair
      value of zero under the Black-Scholes method. See Note 9 - Related Party
      Transactions. Knight’s securities are currently traded over-the-counter on the
      pink sheets under the symbol "KNEC".




During
      2006, in accordance with APB 18, the Company had classified the investment
      in
      Knight at cost or $1,250 due to a lack of an active trading market. During
      2007,
      Knight initiated a private placement offering of its securities to accredited
      investors at $1.00 per share and the offering was still outstanding as of April
      30, 2007. In accordance with SFAS 115, the Company utilized the $1.00 per share
      valuation since the offering shares and the shares held by the Company were
      both
      restricted shares and the 1,250,000 shares were valued at $1,250,000 and
      classified as an available-for-sale marketable equity securities- related
      parties at fair value as of April 30, 2007. As a result of the valuation, the
      Company recorded a $1,248,750 unrealized gain on available for sale equity
      securities in the stockholders’ equity section of the consolidated financial
      statements as of April 30, 2007.




The
      Knight closing stock price on April 30, 2008 was $0.70 per share or a valuation
      of $875,000 for the 1,250,000 shares owned by the Company and in accordance
      with
      SFAS 115, the Company has valued the investment at $875,000 and is classified
      as
      available for sale marketable equity securities – related parties at fair value
      in the accompanying consolidated financial statements at April 30, 2008. As
      a
      result of the valuation, the Company recorded a $375,000 unrealized loss on
      available for sale equity securities in the stockholders equity section of
      the
      consolidated financial statements as of April 30, 2008.




F-19


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




As
      a
      result of the acquisition of FIE and HOTS (See Note 4 – Acquisition), the
      Company acquired certain common stock investments in companies for services
      provided by FIE. Additionally, since the acquisition, FIE has performed services
      and received compensation in the form of common stock from certain companies.
      At
      April 30, 2008, the Company had $65,450 of historical cost for stock
      certificates held related to ten companies that FIE provided services for.
      In
      accordance with SFAS 115, the Company performed an evaluation and utilized
      the
      closing stock price for the common stock held as of April 30, 2008. The Company
      evaluated the common stock held and determined that the market value was $67,323
      and this amount is recorded as available for sale equity securities in the
      accompanying consolidated financial statements as of April 30, 2008. As a result
      of the valuation, the Company recorded a $1,873 unrealized gain on available
      for
      sale equity securities in the stockholders’ equity section of the consolidated
      financial statements at April 30, 2008.




**6** **.
      STOCKHOLDERS’ EQUITY**




**Capital
      Structure**




We are
      authorized to issue up to 5,000,000 shares of preferred stock, $0.001 par value
      per share, of which none were issued and outstanding at April 30, 2008.




We
      are
      authorized to issue up to 50,000,000 shares of our common stock, $0.001 par
      value per share, of which 33,117,056 were issued and outstanding at April 30,
      2008 .




The
      holders of the Company’s common stock do not have any preemptive right to
      subscribe for, or purchase, any shares of any class of stock. Additionally,
      we
      have 1,402,665 shares that are issuable and outstanding at April 30, 2008.
      Including issuable shares, we have 34,519,721 shares issuable, issued and
      outstanding as of April 30, 2008.




**Common
      Stock and Common Stock Issuable**




During
      the year ended April 30, 2008, the Company issued certain shares of common
      stock
      that were previously classified as issuable.




In
      April
      2005, the Company initiated a private placement offering for the issuance of
      up
      to 1,000,000 units at an offering price of $1.10 per share (“Unit”). Each Unit
      consisted of one share of the Company’s $0.001 par value common stock and one
      two-year warrant to purchase the Company’s common stock at an exercise price of
      $2.00 per share. The offering included an option for an over-allotment of up
      to
      200,000 units or a maximum issuance of 1,200,000 units. Effective January 16,
      2006, the offering was terminated and in total, the Company received $1,315,770
      of proceeds from the issuance of the Units ($86,350 and $1,229,420 in fiscal
      years 2005 and 2006, respectively), representing 1,196,155 shares of common
      stock and 1,196,155 two-year warrants to purchase common stock at $2.00 per
      share.




In
      January 2006, the Company initiated a new private placement offering for the
      issuance of up to 1,000,000 units at an offering price of $1.10 per share
      (“Unit”). Each Unit consisted of one share of the Company’s $0.001 par value
      common stock and one two-year warrant to purchase the Company’s common stock at
      an exercise price of $2.00 per share. The offering included an option for an
      over-allotment of up to 200,000 units or a maximum issuance of 1,200,000 units.
      Effective March 12, 2007, the January 2006 Private Placement Offering was
      terminated and in total, the Company received $840,679 of proceeds from the
      issuance of the Units ($549,450 and $291,229 in fiscal years 2006 and 2007,
      respectively), representing 764,255 shares of common stock and 764,255 two-year
      warrants to purchase common stock at $2.00 per share.




F-20


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




In
      total
      for the combined private placements, from April 2005 through March 12, 2007,
      the
      Company received $2,156,449 of proceeds from the issuance of the Units ($86,350,
      $1,778,870 and $291,229 in fiscal years 2005, 2006 and 2007, respectively),
      representing 1,960,410 shares of common stock and 1,960,410 two-year warrants
      to
      purchase common stock at $2.00 per share (see amendment below of warrant
      exercise price).




On
      March
      12, 2007, the Board of Directors approved a revision of the terms for both
      of
      the Private Placement Offerings previously discussed. Originally, each Unit
      consisted of one share of the Company’s $0.001 par value common stock and one
      two-year warrant to purchase the Company’s common stock at an exercise price of
      $2.00 per share. The revision provides each investor with one additional share
      of the Company’s $0.001 par value common stock. Additionally, the revision
      resets the exercise price for the two-year warrants from $2.00 per share to
      $0.25 per share. As a result of the revision, the Company issue d
      an
      additional 1,960,410 shares of common stock to the Private Placement Offering
      investors and adjusted the warrant exercise price for 1,960,410 two-year
      warrants from $2.00 to $0.25 per share.




The private
      placement offerings discussed above were offered without registration under
      the
      Securities Act of 1933, as amended, pursuant to the exemptions provided by
      Section 4(2) thereof and Rule 506 of Regulation D (or Rule 903 of Regulation
      S
      where investor is a non-U.S. person) promulgated by the SEC.




For
      the
      two private placement offerings discussed above, the warrants issued pursuant
      to
      each offering became exercisable at each closing date of the private placement
      offering.




In
      August
      2006, the Company granted 500,000 shares of common stock to the new Chief
      Financial Officer of the Company. Since the Company was in the process of a
      Private Placement Offering as discussed above, the shares were valued at the
      Private Placement offering price of $1.10 per share or $550,000 and recorded
      as
      compensation in accompanying consolidated
      financial statements.




In
      October 2006, the Company verbally agreed to convert a $5,000 accounts payable
      balance for previous third party legal services into common stock of the
      Company. The conversion was valued at $1.10 per share, the Private Placement
      offering price discussed above or a conversion into 4,545 shares of common
      stock. However, as of the date of these consolidated financial statements,
      the
      written agreement for the conversion has not been executed by the third party
      and is recorded as common stock issuable as of April 30, 2007. The Company
      believes that the third party will execute the agreement in the near
      future.




In
      April
      2007, the Company issued 1,000,000 shares of common stock to a consultant for
      financial consulting services. The shares were valued at $0.52 per share or
      $520,000, the closing trading price of the common stock on the date of grant.
      There was no specific term for the consulting agreement except that both parties
      can terminate by giving the other party thirty (30) days written notice and
      therefore the Company recorded the entire $520,000 as consulting expense on
      the
      date of grant.




Effective
      January 8, 2008, the Company issued 1,000,000 shares of its common stock valued
      at fifty four cents ($.537) per share or $536,667 for the acquisition of FIE
      and
      HOTS as described further in Note 4 – Acquisition. In
      accordance with EITF 99-12, paragraph 4, the $0.537 per share price used for
      the
      Common Stock was reflective of an average closing price for the common stock
      utilizing three days immediately before the acquisition of January 8, 2008
      and
      three days immediately after announcing the acquisition to the
      public.




F-21


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




Effective
      January 8, 2008, the Company issued 500,000 shares of its common stock at $.537
      per share or $268,334 for an employment agreement related to the acquisition
      discussed previously for an employee of the acquired company. The $.537 per
      share price utilized was the same price for the acquisition. Of the 500,000
      shares, 200,000 were vested immediately and the remaining 300,000 shares cliff
      vest 100,000 shares on each December 31, 2008, 2009 and 2010. In accordance
      with
      SFAS 123(R), the Company recorded $107,333 of stock compensation expense for
      the
      issuance of the 200,000 shares that were vested immediately. The remaining
      300,000 shares held in escrow were not recorded and are being amortized
      beginning February 1, 2008 to stock compensation expense over the vesting
      period. For the period February 1, 2008 to April 30, 2008, $30,461 of stock
      compensation expense was recorded for amortization of the shares over the
      vesting period.




Between
      December 28, 2007 and March 21, 2008, the Company received $349,530 of net
      proceeds from the exercise of 1,398,120 warrants at an exercise price of $.25
      per share.




Effective
      January 14, 2008, the Company approved the issuance of 1,000,000 shares of
      common stock to the Chief Financial Officer for services performed. The value
      per share was $.32 per share or $320,000 and was recorded as stock compensation
      expense. The $.32 per share was based upon the closing stock price on January
      14, 2008, the grant date.




At
      April
      30, 2008, the Company’s transfer agent cancelled common shares that were
      returnable to the Company under a prior mutual rescission agreement that were
      restricted as to transfer by the transfer agent and were properly never included
      by the Company in outstanding shares reported .
      The
      mutual rescission agreement was a component of a December 2004 transaction.
      As a
      result of an analysis performed by the Company and the transfer agent, the
      previous transfer agent for the Company made certain miscalculations in the
      amount of common stock that should have been included in the mutual rescission
      agreement. As a result, the transfer agent cancelled an additional 497,818
      shares of common stock to correct the miscalculation which resulted in a
      reduction of the shares outstanding per the Company’s records. The Company
      recorded the offset to the common stock cancelled to additional paid in capital
      at $0.001 per share, the par value of the common stock, or a total of
      $498.




**Warrants**




As
      a
      result of the two private placements discussed above, the Company issued
      1,960,410 two-year warrants to purchase common stock at a revised exercise
      price
      of $0.25 per share. The warrants issued pursuant to each offering became
      exercisable at each closing date of the private placement offering.




The
      Company evaluated the 1,196,155 warrants from the April 2005 private placement
      and utilized the Black Scholes method to determine valuation. As a result of
      its
      evaluation, a valuation of approximately $803,000 was assigned to the warrants
      and was recorded to additional paid in capital, as the warrants were a component
      of a private placement offering.




The
      Company evaluated the 764,255 warrants from the January 2006 private placement
      and utilized the Black Scholes method to determine valuation. As a result of
      its
      evaluation, a valuation of approximately $367,955 was assigned to the warrants
      and was recorded to additional paid in capital, as the warrants were a component
      of a private placement offering.




F-22


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




The
      following table summarizes activity related to warrants issued under the private
      placements during the years ended April 30, 2008 and 2007:




Number of Warrants
            
            Weighted Average
              Exercise PriceBalance
                at April 30, 2006
            
            
            1,695,655
            
            $
            0.25Granted
            
            
            264,755
            
            
            0.25Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Balance
                at April 30, 2007
            
            
            1,960,410
            
            $
            0.25Granted
            
            
            -
            
            
            0.25Exercised
            
            
            (1,398,120
            )
            
            0.25Forfeited
            
            
            -
            
            
            -Balance
                at April 30, 2008
            
            
            562,290
            
            $
            0.25




At
      April
      30, 2008, the terms of exercisable warrants to purchase our common stock are
      summarized below:


Range of Exercise
                Prices
              
              Number
                Outstanding at
                April 30, 2008
              
              Weighted
                Average
                Remaining
                Contractual
                Life
              
              Weighted
                Average
                Exercise
                Price
              
              Number
                Exercisable at
                April 30, 2008
              
              Weighted
                Average
                Exercise
                Price$
              0.25
              
              
              562,290
              
              
              0.86
                  years
              
              $
              0.25
              
              
              562,290
              
              $
              0.25




Between
      December 28, 2007 and March
      21,
      2008, the Company received $349,530 of net proceeds from the exercise of
      1,398,120 warrants at an exercise price of $.25 per share. The exercise of
      the
      warrants was comprised of all 1,196,155 warrants with an expiration date of
      January 16, 2008 and 201,965 warrants out of 764,255 warrants with an expiration
      date of March 12, 2009.




As
      of
      April 30, 2008, the Company has 562,290 warrants outstanding that have a
      two-year exercise period and expire on March 12, 2009.




**7** **.
      INCOME TAXES**




There
      was
      no income tax for the year s
      ended
      April 30, 2008 or 2007 due to the Company’s net loss. The Company’s tax expense
      differs from the “expected” tax expense for the years ended April 30, (computed
      by applying the Federal Corporate tax rate of 34% to loss before taxes), as
      follows:




******2008**
            
            **2007**Computed
                “expected” tax benefit
            
            $
            (266,098
            )
            $
            (501,317
            )Stock
                based issuances
            
            
            181,150
            
            
            363,800Goodwill
            
            
            (3,951
            )
            
            -Change
                in valuation allowance
            
            
            88,899
            
            
            137,517Income
                tax expense
            
            $
            -
            
            $
            -




F-23


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**


The
      tax
      effects of temporary differences that gave rise to significant portions of
      deferred tax assets and liabilities at April 30, 2008 are as
      follows:




Deferred
                tax assets:Net
                operating losscarryforward
            
            $
            1,110,574Total
                deferred tax assets
            
            
            1,110,574Valuation
                allowance
            
            
            (1,110,574
            )Net
                deferred tax asset
            
            $
            -




In
      assessing the recoverability of deferred tax assets, management considers
      whether it is more likely than not that some portion or all of the deferred
      tax
      assets will be realized. The valuation allowance has been increased by $88,899
      for the year ended April 30, 2008 as a result of increased net operating losses.
      Net operating loss carry-forwards aggregate approximately $3,266,393 and expire
      in years through 2028. The Company’s federal tax returns for 2005 and beyond
      remain subject to examination by the internal revenue service.




**8.
      COMMITMENTS AND CONTINGENCIES**




From
      time
      to time we may become subject to proceedings, lawsuits and other claims in
      the
      ordinary course of business including proceedings related to environmental
      and
      other matters. Such matters are subject to many uncertainties, and outcomes
      are
      not predictable with assurance.




On
      April
      21, 2005, Mirador Consulting, Inc. (“Mirador”) filed a Complaint against Nortia
      Capital Partners, a Florida corporation and predecessor to us, in the County
      Court (“County Court Litigation”) in and for Palm Beach County, Florida. Mirador
      alleged causes of action for Breach of Contract and Unjust Enrichment/Quantum
      Meruit and sought $10,000.00 in damages for payments allegedly due to Mirador
      pursuant to a consulting agreement dated December 22, 2004. Pursuant to the
      terms of that agreement, Mirador received shares in our Company. On
      December 6, 2004, 16 days prior to the execution of the consulting agreement,
      the defendant (the Florida corporation) was merged with and into us and, as
      a
      result, ceased to exist. Subsequently, the Company has filed a number of motions
      to dismiss and/or strike Mirador’s filing of amended defenses and claims. On
      June 29, 2006, Mirador filed a Motion for Declaratory Judgment and Motion for
      Judgment on the Pleadings that sought final resolution to the Company’s claims
      in Mirador’s favor. In order to address any alleged deficiencies in its claims,
      the Company filed a Motion for Leave Amended Complaint on January 22, 2007.
      The
      Court granted that Motion on January 29, 2007. On February 8, 2007, Mirador
      filed a Motion to Dismiss the Company’s complaint with prejudice and this motion
      remains pending. On March 20, 2007, the Company served Mirador with discovery
      requests and Mirador’s responses have not been received and are
      overdue.




The
      Company intends to continue vigorously defending its rights in this manner,
      as
      it believes such allegations are without merit. We
      also
      believe that the Company and all named third-party defendants have meritorious
      defenses to Mirador's Counterclaims, for the reasons set forth in our
      filings.




In
      May
      2008, Matthew T. Henninger (“Henninger”), a former officer and director of the
      Company, filed a civil action claim in the Superior Court of Fulton County,
      State of Georgia against the Company, William Bosso, our Chief Executive Officer
      and director and Knight Energy Corp. Additionally, Robin Smith (“Smith”) filed a
      civil claim in the State of New York against the Company. Henninger held certain
      shares of the Company’s common stock that were pledged to Smith and upon a
      default of the pledge, the shares were surrendered to Smith. Smith attempted
      to
      have the certificates transferred to their name but was denied by the Company’s
      transfer agent per instruction of the Company. Henninger and Smith have filed
      their claims to require the Company’s transfer agent to transfer the shares in
      the name of Henninger to Smith.




F-24


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**


The
      Company strongly disagrees with the claims and responded to the courts by
      providing evidence that Henninger had breached a contract made with the Company
      whereby Henninger would sell his common stock to a third party for a purchase
      price of $200,000. The Company has asked the court enter a judgment against
      Henninger in favor of the Company such that Henninger would sell his shares
      to
      the third party for $200,000 per the contract.




The
      Company has and intends to continue vigorously defending its rights in this
      manner, as it believes such allegations are without merit. We
      also
      believe that the Company and all named third-party defendants have meritorious
      defenses to the claims, for the reasons set forth in our filings.




Due
      to
      the nature of the Company’s business, the Company may be at risk of being
      classified as an investment company under the 1940 Act. Currently, the Company
      holds 1,250,000 shares of Knight Energy Corp. and the shares have been valued
      at
      $875,000 in the accompanying financial statements as of April 30, 2008. However,
      in March 2007, the Company entered into a voting trust agreement (“VTA”) whereby
      the Company is the trustee and has voting control for 12,200,000 shares of
      Knight common stock or approximately 60% of the outstanding shares. As a result
      of the VTA, and because the Company has voting control over approximately 60%
      of
      the Knight outstanding shares, the Company believes that the Knight shares
      it
      holds are not “investment securities” as defined by the 1940 Act. However, if
      the SEC disagrees with the Company’s position on the Knight securities, it may
      be subject to potential enforcement action by the SEC to additional liability.




In
      March
      2007, the Atlanta District office of the SEC requested that the Company
      voluntarily produce certain documents and information relating in principal
      part
      to the April 2005 Private Placement Offering of the Company’s common stock.
      Management has cooperated fully with the SEC in this matter and provided all
      requested documents and information to the SEC and although it may be possible
      the Company may be subject to additional liability, an amount cannot be
      reasonably estimated and therefore no liability has been recorded at April
      30,
      2008.




Effective
      February 18, 2008, the Company commenced a sublease for Nortia’s office in New
      York, New York. The sublease term is through April 29, 2009 with base rent
      monthly payments of $3,282 for year 1 and $3,382 thereafter through the
      expiration date of April 29, 2009. Additionally, the Company must pay its share
      of pro-rata operating expenses. The Company paid a security deposit of $9,846
      for the sublease through a letter of credit secured by a financial institution
      certificate of deposit (“CD”) and the CD is classified as restricted cash in the
      accompanying consolidated financial statements at April 30, 2008.




Rental
      expense charged to operations under operating leases for the years ended April
      30, 2008 and 2007 was $1,400 and $12,254, respectively.




The
      future minimum lease payments for the non-cancelable operating lease are as
      follows:




**Year
                ended April 30:**
            
            **Amount**2009
            
            $
            42,7662010
            
            
            -2011
            
            
            -2012
            
            
            -Thereafter
            
            
            -Total
            
            $
            42,766




F-25




**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**


**9.
      RELATED PARTY TRANSACTIONS**




Our
      corporate office is in Atlanta, Georgia and we currently do not have a lease
      and
      we are not paying rent. It is being provided to the Company by an
      officer/director free of charge. Usage of this office space and the related
      value is de minimis. Therefore, no expense has been recorded in the accompanying
      financial statements. We expect we will have to lease more substantial corporate
      office space in the near future and that the cost of the space may be material
      to our operations.




In
      March
      2006, the Company acquired 1,250,000 shares of Knight Energy Corp. (“Knight”)
      for a purchase price of $1,250. Knight
      is
      a holding company that operates and develops energy related businesses and
      assets. Nortia agreed to provide Knight with merchant banking services that
      include advice on mergers and acquisitions, capital markets, public markets
      strategies and raising capital. In exchange for these services, Knight has
      granted Nortia warrants for the purchase of additional common shares. In March
      2006, Nortia received 1,250,000 warrants to purchase Knight common shares with
      an exercise price of $.50, as well as 1,250,000 warrants to purchase Knight
      common shares with an exercise price of $1.00. Although the Nortia investment
      in
      Knight represents only approximately five percent (5%) of the outstanding shares
      of Knight, the Company’s CEO and CFO are also the CEO and CFO of Knight (see
      Note 5 – Investments).




Effective
      March 2007, Nortia and Knight executed a one year consulting agreement whereby
      Nortia would provide financial consulting services to Knight for a consulting
      fee of $20,000 monthly. Effective March 2008, Nortia and Knight renewed the
      agreement for one year through March 2009. For the year ended April 30, 2008,
      the Company recorded $240,000 of consulting revenue from Knight. Additionally,
      as of April 30, 2008, the Company had $70,998 of accounts receivable from Knight
      and is classified as accounts receivable – related party in the accompanying
      consolidated financial statements.




In
      April
      2007, the Company entered into a consulting agreement with Eckard Kirsch
      (“Kirsch”), a related party. Kirsch is one of the original investors of Knight
      and owns approximately 5% of the outstanding shares of Knight. Additionally,
      Mr.
      Kirsch has provided consulting services for both Knight and the Company.
      Pursuant to the agreement, Nortia issued 1,000,000 shares of common stock to
      Kirsch for financial consulting services. The shares were valued at $0.52 per
      share or $520,000, the closing trading price of the common stock on the date
      of
      grant. There was no specific term for the consulting agreement except that
      both
      parties can terminate by giving the other party thirty (30) days written notice
      and therefore the Company recorded the entire $520,000 as consulting expense
      on
      the date of grant.




As
      of
      April 30, 2008, the Company owed an employee of FIE $16,567 for expenses incurred
      by the employee on behalf of the Company. This amount is classified as accounts
      payable – related party in the accompanying unaudited consolidated financial
      statements.




**10.
      CONCENTRATIONS**




Our
      financial instruments that are potentially exposed to credit risk consist
      primarily of cash. At certain times during the year our demand deposits held
      in
      banks exceeded the federally insured limit of $100,000.




F-26


**Nortia
        Capital Partners, Inc. and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Consolidated Financial Statements**
 **April
        30, 2008**




The
      Company has received cash proceeds from two private placements and the exercise
      of warrants related to the two private placements. From April 2005 through
      March
      12, 2007, the Company received $2,156,449 of proceeds from the issuance of
      the
      Units ($86,350, $1,778,870 and $291,229 in fiscal years 2005, 2006 and 2007,
      respectively), representing 1,960,410 shares of common stock and 1,960,410
      two-year warrants to purchase common stock. Additionally, b etween
      December 28, 2007 and March 21, 2008, the Company received $349,530 of net
      proceeds from the exercise of 1,398,120 warrants at an exercise price of $.25
      per share. The exercise of the warrants was comprised of all 1,196,155 warrants
      with an expiration date of January 16, 2008 and 201,966 warrants out of 764,255
      warrants with an expiration date of March 12, 2009. The
      majority of these proceeds were from investors located in Europe (see Note
      6 –
Stockholders’ Equity).




Approximately
      60% of revenues during 2008 were derived from Knight, a related party.
      Additionally, accounts receivable – related party is $70,998 at April 30, 2008
      and is derived 100% from Knight. This represents approximately 74% of total
      receivables (see Note 9 – Related Party Transactions).




F-27