U.S. Securities and Exchange Commission
                           Washington D.C.  20549

                                 FORM 10-KSB

(Mark One)

    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended April 30, 2004
                                  --------------

    [ ] TRANSITION REPORT PURSUANT TO 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

             Florida                               65-0913582
        ---------------------------------------------------------
        (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization)        Identification No.)

       400 Hampton View Court, Alpharetta, Georgia     30004
       --------------------------------------------------------
       (Address of principal executive offices)      (Zip Code)

            (Issuer's telephone number)  (770) 777-6795

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

Title of each class           Name of exchange on which registered
-------------------           ------------------------------------

    None                                      None

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

                    Common Stock, $0.001 Par Value
                    ------------------------------
                           (Title of Class)

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 registrant  was
required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days. Yes [ ]    No [X]


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<PAGE>



Check  if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is not contained in this form, and
no  disclosure  will  be contained, to the best  of  registrant'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  [ ]

State issuer's revenues for its most recent fiscal year.......$ 146,301

State  the  aggregate market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked prices of such common equity, as of a specified date within
the  past 60 days. (See definition of affiliate in Rule 12b-2  of
the Exchange Act).

As  of the date of this report, the aggregate market value of our
common  stock,  $0.001  par  value, held  by  non-affiliates  was
approximately $66,000 (825,000 shares at $0.08, which is the last
price which the registrant's common equity was sold).

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State  the  number of shares outstanding of each of the  issuer's
classes   of   common   equity,  as  of  the   latest   practical
date................

   As of September 30, 2004, there were approximately 5,725,000
   shares of common stock, $0.001 par value, issued and outstanding.


Transitional Small Business Disclosure Format (check one)

Yes [ ]     No [X]

                                     2
<PAGE>



                        TABLE OF CONTENTS

PART I

Item 1.        Description of Business............................ 4
Item 2.        Description of Property............................ 10
Item 3.        Legal Proceedings.................................. 10
Item 4.        Submission of Matters to a Vote of
                 Security Holders................................. 10

PART II

Item 5.        Market for Common Equity, Related Stockholder
               Matters, and Small Business Issuer Purchases
               of Equity Securities............................... 11
Item 6.        Management's Discussion and Analysis or Plan
               of Operation....................................... 12
Item 7.        Financial Statements............................... 22
Item 8.        Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure............. 22
Item 8.A.      Controls and Procedures............................ 24
Item 8.B       Other Information.................................. 24

PART III

Item 9.        Directors, Executive Officers, Promoters
               and Control Persons; Compliance with
               Section 16(a) of the Exchange Act.................. 26
Item 10.       Executive Compensation............................. 30
Item 11.       Security Ownership of Certain Beneficial
               Owners and Management and Related
               tockholder Matters................................. 31
Item 12.       Certain Relationships and Related Transactions..... 31
Item 13.       Exhibits........................................... 33
Item 14.       Principal Accounting Fees And Services............. 33

SIGNATURES........................................................ 35

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                             PART I

Item 1.     Description Of Business.

                         Forward-Looking Statements

     This Report on Form 10-KSB contains statements that plan for
or anticipate the future. Forward-looking statements include
statements about our future business plans and  strategies, and
most other statements that are not historical in nature.  In this
report, forward-looking statements are generally  identified by
the words "anticipate", "plan", "believe", "expect", "estimate",
and the like. 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.  For example,  a few of the uncertainties that could
affect the accuracy of forward-looking statements include.

 1.  Changes in general economic and business conditions affecting
     our Company;
 2.  Legal or policy developments that diminish the appeal of our
     Company; and
 3.  Changes in our business strategies.

    The  Private  Securities Litigation Reform Act of 1995, which
provides  a  "safe  harbor" for similar  statements  by  existing
public companies, does not apply to our Company.

                    Our Business Development

     Nortia  Capital Partners, Inc. (the "Company") 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. We registered
our Company's common stock, par value $0.001 (the "Common Stock")
pursuant to Securities   and  Exchange Commission  ("SEC")
registration statement Form 10-SB on a voluntary basis in order
to become a reporting "shell" company, and on March 24, 2000 the
SEC approved our Form 10-SB registration  statement.  Due to
capital constraints, however, we were unable to continue with our
business plan. In March 2001, we ultimately ceased our business
activities and became dormant through May 2003, whereby we
incurred only minimal administrative expenses. Effective August
2, 2004, the Company changed its name to Nortia Capital Partners,
Inc. Unless the context otherwise requires, all references to the
"Company" "we" "our" and other similar terms means Nortia Capital
Partners, Inc., a Florida corporation.

     During June 2003, we engaged present management, began to
raise  additional capital, and initiated activities to re-
establish our business.  During our  fiscal quarterly period
ending July 31, 2003, we re-entered  the  development stage.
During the development stage, we have raised additional capital
and commenced preparations to register our Company as a "Business
Development  Company" ("BDC") with the SEC whereby we will be
regulated pursuant to the requirements of the Investment  Company
Act of 1940, as amended (the "1940 Act").  We anticipate that we
will file a Form N-54 with the SEC pursuant to the provisions of
section 54(a) of 1940 Act, to be subject to the  provisions of
section 55 through 65 of the Act as the Company has determined
that its operating model best approximates that of an investment
company and we intend to make investments into eligible portfolio
companies.  As of the date hereof, we have not yet registered  as
a BDC.


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<PAGE>



       Prior  to  the issuance of this Form 10-KSB, we have not
filed in a timely manner our required reports with the Securities
and Exchange Commission ("SEC") for the quarterly periods ended
July 31, 2003, October 31, 2003, January 31, 2004, July 31, 2004
and this annual report on form 10-KSB for the period ended April
30, 2004.

                          Our Business

     To  date, our planned principal BDC operations have not yet
commenced, and management is devoting most of its efforts to
general business planning, raising  capital, and developing
business opportunities.

     A  BDC is  considered  to be a closed-end, non-diversified
investment company as those terms are defined in the 1940 Act.
Generally, to be eligible to elect BDC status, a company must
engage in the business of furnishing capital and offering
significant managerial assistance to companies that do not  have
ready  access to capital through conventional financial channels.
A  BDC must be operated for the purpose of making investments in
securities  of  the types required by the 1940 Act, which types
include certain present and former "eligible portfolio companies"
and certain bankrupt or insolvent companies.

     As a BDC, we expect to derive our revenues through direct
investments into private companies, start-up companies, and
through the opportunities provided by turn around companies.  We
also intend to invest in the commercial and  residential real
estate  market.  Additionally, we will provide fee based business
expertise through in-house consultants and contract consultants.

     As a BDC, we expect to substantially adopt the following
fundamental investment policies:

  1. We will at all times operate within the limits and
     restrictions imposed upon a BDC by the 1940 Act and the rules
     and regulations thereunder. Accordingly, we will make available
     significant  managerial assistance to the portfolio  company
     issuers that we invest in. We will offer significant guidance
     and counsel concerning the management, operations, or business
     objectives and policies of any portfolio company that we invest
     in.  We may promote, organize, manage, exercise a controlling
     influence, aid or assist, financially or otherwise, individually
     or as part of a group, any portfolio company that we invest in.
     We reserve the right to engage in any activities permitted to
     BDC's.

  2. We  may borrow money from banks, insurance companies and
     other institutional investors on an unsecured basis, issue senior
     debt securities and guarantee debts of portfolio companies when
     and as, in the opinion of our board of directors, such action
     will serve the best interests of our Company and may make any
     other  utilization of its assets or expertise on  behalf of
     portfolio companies.  Such securities may be in series, with such
     interest rates and sinking or purchase funds and other terms and
     provisions, including conversion rights and conversion prices, as
     may be deemed advisable by our board of directors.  Borrowings
     and issuance of senior debt securities by our Company will be


                                     5
<PAGE>



     subject to the limitations of the 1940 Act and rules and
     regulations thereunder. Borrowings and senior debt securities of
     our Company will be limited to amounts which will have an asset
     coverage of at least 200%, or such percentage as is required by
     law, rule or regulation.




  3. We will not purchase securities on margin or make short sales.

  4. We  will not engage in underwriting securities of issuers
     other than our portfolio companies and only as and to the extent
     permitted by law.  Where portfolio companies are in need  of
     further financing, we may, to facilitate such financing, assist,
     participate  in,  or affect a sale or other distribution of
     securities.  In engaging in such activities, the Company may be
     deemed to be an underwriter within the meaning of the Securities
     Act of 1933 ("Securities Act").  In no event will more than 25%
     of the value of the Company's assets be committed at any given
     time  to  the underwriting of additional securities  of  the
     portfolio companies being offered to the public.

  5. We  intend  to invest our assets principally in  eligible
     portfolio  companies, which, in the opinion  of  management,
     demonstrate the potential for long-term capital growth, including
     start-up and development-stage companies. We may also organize
     and provide management for and provide most or all of the capital
     to portfolio companies. We may assist any portfolio company to
     originate one or more lines of business. We may also  assist
     portfolio companies to seek businesses or business interests to
     acquire, whether by merger, stock exchange, cash investment,
     exchange of assets or otherwise.

  6. We expect to distribute securities of selected portfolio
     companies to shareholders of the Company pursuant to registration
     under the Securities Act. Such distribution will broaden the
     shareholder base of portfolio companies and potentially create a
     public market for the securities of the portfolio companies.

  7. We do not expect to purchase or sell commodities  or
     commodity contracts, except where necessary to hedge risk or
     otherwise protect an investment previously made in the regular
     course of business.

  8. We may make loans to businesses and it is expected that some
     form  of equity position, or the rights to acquire an equity
     position in the business will usually accompany such loans. We
     may also acquire an equity interest in businesses we deem to
     represent good investments.

     As a BDC, we expect to substantially adopt the following non-
fundamental investment policies:

  1. Our primary  objective  will be investment for capital
     appreciation.  Our investments will ordinarily consist primarily
     of common stocks and securities convertible into or exchangeable
     for  common stocks or debt securities accompanied  by  stock
     purchase warrants, options or similar rights.  In addition, as
     noted above, we may to a lesser extent purchase and sell real
     estate, purchase and sell commodities or commodity contracts, and


                                     6
<PAGE>



     make loans to other persons.  Funds not required for current
     operations may be used for the purchase of investment grade debt
     securities or preferred stocks, U.S. Government securities, high-
     grade commercial paper, certificates of deposit, and other short
     term investment media affording relative safety and liquidity, or
     may be held in cash, all without limitations.

  2. We will not limit the percentage of voting securities of any
     business concern we may acquire, and in some instances, we may
     acquire a majority stock position in such business concerns.

  3. We do not expect to make investments in concerns other than
     portfolio  companies for the purpose of exercising  control;
     however, in some instances we may participate in or control the
     management of a business concern that we invested in.  We may be
     represented on the boards of directors of some of the business
     concerns we finance, and to this extent, we will participate in
     management decisions of such concerns.

  4. We will not make investments in securities of other
     investment companies, except of wholly or majority-owned
     subsidiaries or other companies of which we are affiliates.

  5. We will acquire our portfolio securities primarily for
     investment and not for trading purposes. We anticipate that most
     portfolio securities will be restricted as to resale, and for
     this reason, along with the nature of our Company's business of
     making investments in unseasoned business concerns, the turn-over
     rate of securities in our portfolio may be low. We may, however,
     dispose of portfolio securities without limitation if our
     management determines such action to be in our Company's best
     interests.  If we are deemed to be an underwriter with respect to
     such securities, we may be required to register them under the
     Securities Act.

  6. We may at any time voluntarily withdraw our election of BDC
     status if such action is, in the opinion of our  board  of
     directors, in the best interest of the shareholders.  The 1940
     Act requires that such withdrawal of BDC status must be
     authorized by the vote of a majority of the outstanding voting
     securities of our Company.

                         Our Facilities

     Our executive and business offices are located at 400
Hampton View Court, Alpharetta, Georgia 30004. We believe this
office space is adequate to serve our present needs. We currently
do not have a lease on this space and we are not paying rent on
this space. It is being provided to our Company by chief
executive officer 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 office space in the near
future and that the cost of the space may be material to our
operations.

                          Our Employees

     During  the period covered by this report, we had  two  part
time  employees, William Bosso, who served as our President,  and
William  R.  Colucci,  who  served  as  our  Vice  President  and
Treasurer.


                                     7
<PAGE>



         Government Regulations That Affect Our Business

     During the period covered by this report, our business was
not subject to direct regulation by any  domestic or foreign
governmental agency, other than regulations generally applicable
to businesses, and we believe that we have complied with these
laws and regulations in all material respects. Once we make the
election to become a BDC, we will be subject to the Investment
Company Act of 1940, as amended (the "1940 Act").

                           Competition

     We expect to encounter competition from other entities and
individuals  having similar investment  objectives.  Primary
competition  for  desirable  investments  comes  from  investment
partnerships, venture capital affiliates of large industrial  and
financial    companies,   investment   companies   and    wealthy
individuals. Some of the competing entities and individuals  have
investment   managers   or  advisers  with  greater   experience,
resources  and  managerial capabilities  than  we  have  and  may
therefore  be in a stronger position than our Company  to  obtain
access  to attractive investments. To the extent that our Company
can compete for such investments, it may not be able to do so  on
terms  as favorable as those obtained by larger, more established
investors.

     Additional Risk Related to our Business and Our Company

Going Concern Risk

     We have had and could have losses, deficits and deficiencies
in liquidity, which could impair our ability to continue as  a
going  concern. Our independent auditors have indicated that
certain factors raise substantial doubt about our ability to
continue as a going concern and these factors are discussed in
Note 2 to our audited financial statements. Since its inception,
the Company has suffered recurring losses from operations and has
been dependent on existing stockholders and new  investors  to
provide the cash resources to sustain its operations.

     We have incurred net losses in prior years and the current
year and this has resulted in an accumulated deficit and deficit
accumulated during the development stage at April 30,  2004.  We
had  net losses of $163,464 for the year ended April 30, 2004 and
$4,026 for the year ended April 30, 2003.  In addition, we are in
the development  stage with minimal revenues from one customer
only and we had negative cash flows from operations of $111,288
for the year ended April 30, 2004 and zero for the year ended
April 30,  2003.  At April 30, 2004, we had a working capital
deficit of $183,720,  an accumulated deficit of $12,398 from
previous business operations and a deficit accumulated during the
development stage for our new business operations of $163,464. At
August 31, 2004, the Company is also in default on $37,500 of
debentures as the term was for one (1) year. The debenture
provisions include a penalty of five percent (5%) for any default
that occurs and this would total $1,875. The Company is in
discussions with the debenture holders concerning the default.


                                     8
<PAGE>



     The time  required  for us to become profitable is highly
uncertain, and  we  cannot assure you that we will achieve  or
sustain profitability or generate sufficient cash flow from
operations to meet our planned capital  expenditures, working
capital and debt service requirements. If required, our ability
to obtain additional financing from other sources also depends on
many  factors  beyond our control, including the state of the
capital markets 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.

     We  have  substantial current obligations in the form of
$250,000 of debentures at April 30, 2004.  Although at April 30,
2004, our assets were greater than liabilities, subsequently the
temporary unrealized gains  from available-for-sale securities
decreased significantly.  In June and July of 2004, we sold all
of  the current securities that were liquid at a substantial loss
and  the remaining securities are restricted as to resale.  As a
result of these items, the Company does not have sufficient cash
resources to pay these obligations.

Our substantial debt obligations pose risks to our business and
stockholders by:

1.   Making it more difficult for us to satisfy our obligations;

2.   Requiring us to dedicate a substantial portion of our cash
     flow to principal and interest payments on our debt obligations,
     thereby reducing the availability of our cash flow to fund
     working capital, capital expenditures and other corporate
     requirements;

3.   Impeding us from obtaining additional financing in the
     future for working capital, capital expenditures and general
     corporate purposes; and

4.   Making us more vulnerable to a downturn in our business and
     limit our flexibility to plan for, or react to, changes in our
     business.

     We cannot assure you that we will generate sufficient cash
flow from operations or obtain additional financing to meet
scheduled debt payments and financial covenants. If we fail to
make any required payment under the agreements and related
documents governing our indebtedness or fail to comply with the
financial and operating covenants contained in them, we would be
in default.

No Current Relevant Operating History

     We have no current relevant operating history, and we are  a
development stage company with minimal revenues.  Our  Company
faces all of the risks of a new business and those risks
specifically inherent in the investigation, acquisition, or
involvement in a new business opportunity.  The purchase of any
of our securities must be regarded as placing funds at a high
risk in a new or "start-up" venture with all of the unforeseen
costs, expenses, problems, and difficulties to which  such
ventures are subject.


                                     9
<PAGE>



No Assurance of Success or Profitability

     We cannot assure you that our Company will acquire  a
favorable business opportunity.  In addition, even if the Company
becomes involved in a business opportunity, there is no assurance
that  it  will generate revenues or profits, or that the market
price of the Company's Common Stock will be increased thereby.

Lack of Diversification

     Our Company has limited financial resources and it is
unlikely that we will be able to diversify its acquisitions or
operations.  Our probable inability to diversify our activities
into more than one area will subject us to economic fluctuations
within a particular business or industry and therefore increase
the risks associated with our Company's operations.

Need for Additional Financing

     Our Company's current funds are not adequate to take
advantage of any available business opportunities.  Even if the
Company were to obtain sufficient funds to acquire an interest in
a business opportunity, it may not have sufficient capital to
exploit the opportunity. The ultimate success of the  Company
will depend upon its ability to raise additional capital.  The
Company  has not investigated the availability, source, or terms
that might govern the acquisition of additional capital and will
not do so until it evaluates its needs for additional financing.
When additional capital is needed, there is no  assurance that
funds will be available from any source or, if available,  that
they can be obtained on terms acceptable to the Company.  If not
available, the Company's operations will be limited to those that
can be financed with its modest capital.

Item 2.    Properties.

     Our executive and  business offices are located at 400
Hampton View  Court, Alpharetta, Georgia 30004. We believe this
office space is adequate to serve our present needs. We currently
do not have a lease on this space and we are not paying rent  on
this space. It is being provided to our Company by chief
executive officer 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 office space in the near
future and that  the cost of the space may be material to our
operations.

Item 3.    Legal Proceedings.

     During the period covered by this report, and as of the date
hereof, we  were/are  not a party to any material legal
proceedings, nor were/are we aware of any threatened litigation
of a material nature.

Item 4.    Submission Of Matters To A Vote Of Security Holders.

     No matter was submitted to a vote of our security  holders
during the fourth quarter of the fiscal year covered by this
report.


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<PAGE>



                             PART II

Item 5.    Market For Common Equity And Related Stockholders
Matters.

     (a) Market Information

     No  public trading market presently exists for the Company's
Common  Stock  and the Company cannot assure you that  a  trading
market for the Company's Common Stock will ever develop.

     (b) Holders

     During  the period covered by this report, approximately  19
holders  of  record held our Common Stock. As of  the  date  this
report  is  filed, approximately 20 holders of  record  hold  our
Common Stock.

     (c) Dividends

     No cash dividends were declared or paid on our Common Stock
since our inception. No restrictions limit our ability  to  pay
dividends on  our  Common Stock. We do not  expect  to  pay  any
dividends in the near future.

     (d) Securities  Authorized  For  Issuance   Under   Equity
Compensation Plans.

     Not applicable.

Recent Sales of Unregistered Securities

     In  March 2004, the Company authorized the issuance of  (i)
1,150,000 shares of unregistered Common Stock to a Company
officer and director in exchange for his services for serving  as
such, which  totals $92,000, or $0.08 per share; and (ii)
1,000,000 shares of Common Stock of the Company to  our then
President as a bonus for his services as the President of the
Company, which totals $80,000, or $0.08 per share. These persons
were the only offerees in connection with this transaction. The
Company relied on Section 4(2), Rule 506 of Regulation D and Rule
701 of the Securities Act since the transaction did not involve
any public offering. At April 30, 2004, the shares had not been
issued and were classified as Common Stock Issuable in the
accompanying Financial Statements.

     No underwriters were utilized and no commissions or fees
were  paid with respect to any of the above transactions. During
the  period  covered by this report, no other  shares  of  Common
Stock  have been issued or authorized for issuance by the Company
in any other transaction.


                                     11
<PAGE>



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

                            Overview

     The following discussion "Management's Plan of  Operation"
contains  forward-looking  statements.  The words  "anticipate,"
"believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"will,"  "could," "may" and similar expressions are intended to
identify forward-looking statements. Such statements reflect our
current  views  with  respect  to  future  events  and  financial
performance  and involve risks and uncertainties. Should one or
more risks or uncertainties  occur, or should underlying
assumptions prove incorrect, actual results may vary materially
and adversely  from  those  anticipated,  believed, expected,
planned,  intended, estimated, projected or otherwise indicated.
We caution you not to place undue reliance on these forward-
looking  statements, which we have made as of the date of this
Annual Report on Form 10-KSB.

     The  following is qualified by reference to, and should be
read  in conjunction with our audited financial statements
("Financial  Statements"), and the notes thereto, included
elsewhere in this Form 10-KSB, as well as the discussion
hereunder "Management's Plan of Operation".

      Effective August 2, 2004, Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.) ("Nortia", the "Company",
"we", "us") changed its name from BF Acquisition Group I, Inc. to
Nortia Capital Partners, Inc.

     Our Company was initially organized as a "shell"  company,
with plans to seek business partners or acquisition candidates;
however, due to capital constraints, we were unable to continue
with our business plan. In March 2001, we ultimately ceased our
business activities and became dormant through May 2003, whereby
we incurred only minimal administrative expenses.  During June
2003, we brought in present  management, raised additional
capital, and initiated activities to re-establish our business.

     Prior to the issuance of this Form 10-KSB, we have not filed
in  a timely manner our required reports with the Securities and
Exchange Commission ("SEC") for the quarterly periods ended July
31, 2003, October 31, 2003, January 31, 2004, July 31, 2004 and
the  annual report on form 10-KSB for the period ended April 30,
2004.  No provision has been recorded in the accompanying
financial statements for the cost of actions, if any, that may be
taken by the SEC against the Company for its non-compliance
during this period.

     During our fiscal quarterly period ending July 31, 2003,  we
re-entered the development stage. At that time present management
raised capital and commenced preparations to register our Company
as a "Business Development Company" ("BDC") with the Securities
and Exchange Commission whereby we will be regulated pursuant to
the requirements of the Investment Company Act of 1940. As of the
date hereof, we have not yet registered as a BDC. As a BDC, we
expect to derive our revenues through direct investments  into
private companies, start-up companies, and through the
opportunities provided by turn around companies.  We also intend
to  invest in the commercial and residential real estate market.
Additionally, we will provide fee based business expertise
through in-house consultants and contract consultants. To date,
our planned principal BDC operations have not yet commenced, and
management is devoting most of its efforts to general  business
planning, raising capital, and developing business opportunities.


                                     12
<PAGE>



     As described above, we were dormant for a period of time due
to the lack of capital. We incurred a loss from operations, and
presently do not have sufficient revenues to cover our incurred
expenses.  Our management recognizes that we must generate
additional resources to enable us to pay our obligations as they
come due, and that we must ultimately implement our BDC business
plan and achieve profitable operations. We cannot assure you
that we will be successful in any of these activities.  Should
any of these events not occur, our financial condition will  be
materially adversely affected.

     Presently, our Company expects to meet its current capital
requirements for the next twelve months pursuant to a combination
of third party loans made to our Company, future sales of our
Common Stock, and from revenues derived from the commencement of
our business operations.

OVERVIEW OF COMPANY.

   Since its inception, the Company has suffered losses from
operations and has been dependent on existing stockholders and
new  investors to provide the cash resources to sustain its
operations.  During the year ended April 30, 2004 and  2003, the
Company  reported net losses of $163,464 and $4,026 respectively.
The  Company is a development stage company and has had minimal
revenues and not implemented its business plan to become a
Business Development Company.

The Company's long-term viability as a going concern is dependent
on certain key factors, as follows:
  -  The  Company's ability to continue to obtain source  of
     outside financing to support near term operations and to allow
     the Company to continue to make investments
  -  The Company's ability to increase profitability and sustain
     a cash  flow level that will ensure support for continuing
     operations.

RECENT DEVELOPMENTS

     In May 2004, we entered into a consulting agreement with  a
third  party  whereby the consultant will provide corporate
business development and consulting services for us.  The term of
the agreement is  twenty-four (24) months and  consultant will
receive a total of two hundred forty thousand (240,000) shares of
the Common Stock of the Company.  One hundred twenty thousand
(120,000) shares were granted upon the execution of the agreement
and the remaining shares will be earned at the rate of 5,000
shares monthly  and issued on a quarterly basis.  None  of  the
shares have been issued at the date of the financial statements.
The initial shares are vested and thus valued at the vesting date
at $4,050 or $0.03 per share. Due to the immaterial amount of the
valuation, the Company will elect to expense the entire $4,050
rather than recognize the amount evenly over the agreement term.
The remaining 120,000 shares will be valued at each issuance date
and such value recognized over the remaining term.


                                     13
<PAGE>



     In May 2004, we transferred 7,500 of our available-for-sale
securities  to  a  third party for payment of public relations
services for another publicly held company, the company mentioned
previously that  we  have  an investment  in and a consulting
agreement with.  The  fair market value of the  stock on the
transfer date was $0.28 per share or $2,100 and the Company will
record this  amount  as general and administration  expense and
record a $3,525 loss on the disposal of the securities.

     In  June 2004, we appointed our then President as the Chief
Executive Officer and the Chairman of the Board.

     In June 2004, we appointed a new President and a director of
the Company. The President will be compensated in the form  of
one  million (1,000,000) shares of Common Stock of the Company.
Additionally, the President will be compensated one hundred fifty
thousand (150,000) shares of Common Stock of the Company for
director services.  In  total, one million one hundred fifty
thousand (1,150,000) shares of Common Stock were granted  to  the
President in June 2004 and valued on the grant date at $0.001 per
share or $1,150  to be recognized immediately as compensation
expense  as  there was no formal employment agreement or stated
term.   None of the shares have been issued as of the date of
these financial statements.

     In June and July of 2004, we sold 97,500 shares representing
all  of  the  remaining available-for-sale securities-current at
April  30,  2004.  As a result, the Company received $14,405 of
proceeds and will recognize a $61,213 realized loss on the sale
of the securities.

     In  July  2004, our Chief Executive Officer and Chairman of
the  Board,  was  elected President and  a  director  of another
publicly held company, the company mentioned previously that  we
have  an  investment in and  a  consulting  agreement  with.
Additionally, our President and a director was also elected Chief
Executive  Officer  and a director of this  other publicly held
company,  thereby  making  this investment, an investment  in
affiliate commencing July 2004.

     In August and September 2004, we received $180,000 of
proceeds from the issuance of Debentures.

     In September 2004, our Company issued Company Common  Stock
certificates to respective shareholders representing 3,330,000
shares of previously authorized but unissued shares of our Common
Stock.

CRITICAL ACCOUNTING ESTIMATES AND 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
Securities and Exchange Commission 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 going concern, the evaluation of the
beneficial conversion  feature in debentures, valuation of
investments in available-for-sale securities, valuation of common
stock issued for services and valuation allowance for deferred
tax  assets and liabilities.  We also have other key accounting
estimates and policies, but we believe that these other policies


                                     14
<PAGE>



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  financial statements
contained in our annual report on Form 10-KSB for the fiscal year
ended April 30, 2004 and April 30, 2003. 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.

GOING CONCERN
     The independent auditors' reports to  our financial
statements for the year ended April 30, 2004 and April 30, 2003,
include an explanatory paragraph in addition to their audit
opinion stating that our recurring losses from operations, cash
used in operations, $37,500 of our debentures being in default as
of  August 31, 2004 and being in the development stage  with
minimal revenues raise substantial doubt about our ability to
continue as a going concern.  Our 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 that may result from our  inability
to continue as a going concern.


EVALUATION OF BENEFICIAL CONVERSION FEATURE IN DEBENTURES

     In accordance with EITF Issue 98-5, as amended by EITF 00-
27, we  must evaluate the potential effect of any beneficial
conversion terms related  to convertible  instruments such as
convertible debt or convertible preferred stock.  The Company has
issued several debentures and a beneficial conversion may exist
if the holder, upon conversion, may receive  instruments that
exceed the value of the convertible instrument. Valuation of the
benefit is determined based upon various factors including the
valuation of equity instruments, such as warrants, that may have
been issued with the convertible instruments, conversion  terms,
value of the instruments to which the convertible instrument is
convertible, etc.  Accordingly, the ultimate value of the
beneficial feature is considered an estimate due to the partially
subjective nature of valuation techniques.

VALUATION OF INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES

     Investments  in available-for-sale securities are accounted
for in accordance  with  FAS  115  "Accounting  for Certain
Investments in Debt and Equity Securities".  Per FAS  115, the
securities are stated at their  fair  market value and any
difference between cost and market value is recorded as an
unrealized gain or loss classified as a separate  component of
stockholders' equity - accumulated other comprehensive income.

VALUATION OF NON-CASH ISSUANCES OF COMMON STOCK

     The Company issued common stock to two individuals in non-
cash transactions during the year ended April 30, 2004. There is
no active trading market for the Company's common stock and we
analyzed several methodologies to determine the value per share
for the stock issuance.  As a result of our research, we
determined that the appropriate methodology was to utilize the
net asset value of the Company immediately preceding the issuance
of the shares.


                                     15
<PAGE>



VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS AND LIABILITIES

     In assessing the recoverability of deferred tax assets and
liabilities, management considers whether it is more likely than
not that some portion or all of the deferred tax assets and
liabilities will be realized.

RESULTS OF OPERATIONS

Fiscal year ended April 30, 2004 compared to fiscal year ended April 30, 2003


<TABLE>
<CAPTION>

                                                              Year Ended April 30,
                                                              2004           2003
                                                              ----           ----
<S>                                                         <C>           <C>

Revenues                                                    $  146,301    $       -

Operating Expenses
General and administrative                                      75,133          4,026
Compensation                                                   186,799            -
Directors fees                                                  12,000            -
Professional                                                    20,000            -
                                                             -------------------------
Total Operating Expenses                                       293,932          4,026
                                                             -------------------------

Income (Loss) from Operations                                 (147,631)        (4,026)

Other Income (Expense)
Interest expense                                               (11,447)           -
Interest income                                                     11            -
                                                             -------------------------

Total Other Income (Expense)                                   (11,436)           -
                                                             -------------------------

Net Loss Before Income Tax                                    (159,067)        (4,026)
                                                             -------------------------
Income tax expense                                              (4,397)           -
                                                             -------------------------

Net loss                                                    $ (163,464)    $   (4,026)
                                                             =========================

Comprehensive Income (Loss)
Unrealized gains on available-for-sale securities, net         139,052            -
                                                             -------------------------

Total Comprehensive Income (Loss)                           $  (24,412)    $   (4,026)
                                                             =========================

</TABLE>


                                     16
<PAGE>



Revenues:
---------

     In September 2003, we entered into a consulting contract
with a publicly traded company. We are  providing consulting
services to this company in exchange for $240,000 to be paid to
us in the form of one million two hundred thousand (1,200,000)
restricted shares of their common stock, valued at $0.20 per
share. The term of the consulting agreement is for twelve (12)
months and the common stock will be payable on a quarterly basis.
In January 2004, we received three hundred thousand (300,000)
shares as compensation for services and have accounted for
$146,301 of consulting fees earned during the year ended April
30, 2004 as revenue,  pro-rata over the contract term in
accordance with EITF 00-8 "Accounting by a Grantee for an Equity
Instrument to be Received in conjunction with Providing Goods or
Services" based on the $0.20 fair value on the contract date.

Operating Expenses:
-------------------

     Operating expenses increased $289,907, or 2066%, to $293,933
for 2004 from $4,026 for 2003.  The increase was primarily the
result of an $186,799 increase in compensation, a $12,000
increase in directors' fees and a $71,107 increase in general and
administrative.  The increase in compensation was primarily from
$160,000 of stock issued for compensation to two individuals and
the increase in director's fees of $12,000 was from stock issued
for these services.  For the issuance of this stock, they were
expensed immediately as compensation expense and director's fees
as there was no formal employment agreement or stated term.

     The increase in general and administrative was primarily the
result of $26,282 of accounting fees and $20,000 of legal fees.
These expenses have been incurred as the Company has emerged from
being dormant and entered a new development stage.

Other Expense:
--------------

     Other expense increased $11,436, or 100% to $11,436 for 2004
from zero in 2003.  The increase was primarily due to the accrual
for interest expense on debentures issued in 2004.

Income Tax Expense:
-------------------

Income  tax expense increased $4,397, or 100% to $4,397 for 2004
from  zero in 2003.  The increase was due to non-deductible stock
issuances putting the Company into a net income position and  the
recoding of the applicable income tax expense.

Other Comprehensive Income:
---------------------------

Other comprehensive income increased $139,052, or 100%  to
$139,052 for 2004 from zero in 2003. The increase was due to
unrealized gains on available-for-sale securities of $185,000,
offset by unrealized losses of $45,948.
                                     17
<PAGE>



Liquidity and Capital Resources:
--------------------------------

     Cash was $8,764 at April 30, 2004 as compared to $0 at April
30, 2003 and working capital deficit was $183,721 at April 30,
2004 as compared to $5,007 at April 30, 2003.  The increase in
the working capital deficit primarily the result of the Company
issuing $250,000 of debentures during the year ended April 30,
2004.

Operating Activities
--------------------

     Cash used in operating activities was $111,288 for the year
ended April 30, 2004 compared to zero for the year ended April
30,  2003. The increase in cash used resulted primarily from a
$146,301 increase in non-cash revenue and a $159,438 increase in
the net loss offset by a $160,000 increase in stock issued for
compensation, $12,000 increase in stock issued for director's
fees and a $5,000 increase in debentures issued for legal
services.

Investing Activities
--------------------

     Cash  used in investing activities was $49,948 for the  year
ended  April  30, 2004 compared to zero for the year ended  April
30, 2003. The increase in cash used resulted from the purchase of
available-for-sale securities.

Financing Activities
--------------------

     Cash flows provided by financing activities was $170,000 for
the year ended April 30, 2004 while there were no cash financing
activities  for the year ended April 30, 2003.  The increase in
cash provided by financing activities was due to $170,000 of cash
proceeds received by the Company from the issuance of debentures.

     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, 2003 by incurring indebtedness from
the issuance of debentures.

     The debenture obligations pose a significant liquidity risk
to our business and stockholders by requiring us to dedicate  a
substantial portion of our cash flow to principal and interest
payments on our debt obligations, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures and other corporate requirements.  Additionally,
these debt obligations may impede us from obtaining additional
financing in the future for working capital, capital expenditures
and other corporate requirements and may make us more vulnerable
to a downturn in our business and limit our flexibility to plan
for, or react to, changes in our business.


                                     18
<PAGE>



The following summarizes our debt obligations at April 30, 2004:

SHORT-TERM DEBT

Debentures:
-----------

$250,000  Debentures, dated May 2003 through March 2004,  bearing
interest at 10% per annum and due in 12 months

                                                         $250,000
                                                         ========

     From May through March of 2003, we received $170,000 of cash
proceeds from the issuance of debentures to several parties.  The
debenture terms  are interest at ten percent (10%) per annum,
payable in twelve (12) months from the date of the debenture and
include a five percent (5%) penalty for any event of default.  As
previously discussed, we anticipate filing to become a BDC in the
near future.  Upon SEC acceptance of our BDC election, the
debenture holders may be granted the option of converting the
debenture into common stock of the Company at an exchange rate of
twenty-five cents ($0.25) per share.

     We have evaluated the debenture to determine if a beneficial
conversion feature  exists in accordance with EITF 98-5, as
amended by EITF 0027. We have determined that the debentures are
not a convertible instrument in that the potential conversion
feature outlined in the debentures is not binding.

     In November 2003, we issued $75,000 of debentures in
exchange for 100,000 shares of freely trading common stock in a
publicly held company.

     In January  2004, we issued a $5,000 debenture to a third
party for legal services.  We accounted for the issuance as legal
expense in the accompanying statement of operations.

     At April 30, 2004, we had $250,000 of debentures
outstanding.  As of August 31, 2004, $37,500 of the Debentures
discussed  previously is in default as the term was for one (1)
year.  The debenture provisions include a penalty of five percent
(5%) for any default that occurs and this would total $1,875.
The Company is in discussions with the debenture holders
concerning the default.

Equity Financing

None

Liquidity

     To continue with our business plan, we will require
additional short-term working capital and we have not generated
sufficient cash from operations to fund our operating activities
through the end of fiscal 2005.  Presently, we have only one
source of revenues and we cannot assure you that we can obtain
sufficient proceeds, if any, and borrowings under any interim
financing we are able to secure that will be sufficient to meet
our projected cash flow needs.


                                     19
<PAGE>

     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 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 interim 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 obtained $170,000 of proceeds from the issuance of
Debentures for the twelve months ended April 30, 2004 and in
August and September 2004, we have received another $180,000 of
proceeds from the issuance of Debentures. We will utilize those
funds to cover our current obligations.  Additionally,  we
determined that it was necessary to raise additional capital to
carry out the Company's business plan and the Company anticipates
the  issuance of up to $1,000,000 of the Company's common stock.
Additionally, we are planning on obtaining additional cash
proceeds in the next twelve months from the issuance  of
securities to be determined.

     As a result of the above items, we believe that we will have
sufficient operating cash to meet our required expenditures for
the next twelve months.

Contractual Obligations and Commercial Commitments

     The  following table highlights, as of April 30,  2004,  our
contractual obligations and commitments by type and period:

<TABLE>
<CAPTION>

                                Payments Due by Period
                                ----------------------
                                          Less than               4-5       After 5
                                          ---------               ---       -------
Contractual Obligations       Total        1 year    1-3  years   years      years
-----------------------       -----        ------    ----------   -----      -----
<S>                           <C>          <C>       <C>          <C>        <C>

Short-Term Debt:
----------------

Debentures                  $  250,000   $ 250,000    $    -      $    -    $    -
                            ----------   ---------    ------      ------    ------
Total Short-Term Debt       $  250,000   $ 250,000    $    -      $    -    $    -
                            ==========   =========    ======      ======    ======

</TABLE>

Recent Accounting Developments

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

     In  May  2003,  the FASB issued SFAS No. 149;  Amendment  of
Statement  133  on Derivative Instruments and Hedging  Activities
("SFAS 149") which provides for certain changes in the accounting
treatment  of  derivative contracts.  SFAS 149 is  effective  for
contracts  entered into or modified after June 30,  2003,  except
for certain provisions that relate to SFAS No. 133 Implementation
Issues  that have been effective for fiscal quarters  that  began
prior  to  June 15, 2003, which should continue to be applied  in
accordance  with their respective effective dates.  The  guidance
should  be applied prospectively.  The adoption of SFAS  149  did
not  have  a material impact on the Company's financial position,
results of operations or liquidity.


                                     20
<PAGE>



     In  May  2003, the FASB issued SFAS No. 150, Accounting  for
Certain  Financial  Instruments  with  Characteristics  of   both
Liabilities and Equity ("SFAS 150").  This new statement  changes
the  accounting  for  certain financial instruments  that,  under
previous  guidance,  issuers could account  for  as  equity.   It
requires  that those instruments be classified as liabilities  in
balance  sheets.  Most of the guidance in SFAS 150  is  effective
for  all financial instruments entered into or modified after May
31,  2003,  and  otherwise is effective at the beginning  of  the
first interim period beginning after June 15, 2003.  The adoption
of  SFAS  150  did  not have a material impact on  the  Company's
financial position, results of operations or liquidity.

     In  November  2002, the FASB issued FASB Interpretation  No.
45,  "Guarantor's  Accounting  and  Disclosure  Requirements  for
Guarantees,  Including  Indirect Guarantees  of  Indebtedness  of
Others" ("FIN 45").  FIN 45 requires that a liability be recorded
in  the  guarantor's balance sheet upon issuance of a  guarantee.
In  addition,  FIN 45 requires disclosures about  the  guarantees
that  an entity has issued, including a reconciliation of changes
in  the  entity's  product  warranty  liabilities.   The  initial
recognition  and initial measurement provisions  of  FIN  45  are
applicable  on  a  prospective  basis  to  guarantees  issued  or
modified after December 31, 2002, irrespective of the guarantor's
fiscal  year-end.   The disclosure requirements  of  FIN  45  are
effective  for  the Company for financial statements  of  interim
periods  beginning July 1, 2003.  The adoption of FIN 45 did  not
have  a  material  impact  on the Company's  financial  position,
results of operations, or liquidity.

     In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN  46"),  which
represents an interpretation of Accounting Research Bulletin  No.
51  ("ARB  51"),  "Consolidated Financial  Statements".   ARB  51
requires   that   a   Company's  financial   statements   include
subsidiaries  in  which  the Company has a controlling  financial
interest.    That  requirement  usually  has  been   applied   to
subsidiaries in which the Company has a majority voting interest.
However,  the  voting  interest  approach  is  not  effective  in
identifying controlling financial interests in entities (referred
to  as  "  variable interest entities") that are not controllable
through voting interests or in which the equity investors do  not
bear  the  residual economic risks. FIN 46 provides  guidance  on
identifying variable interest entities and on assessing whether a
Company's  investment  in  a variable  interest  entity  requires
consolidation  thereof.   FIN  46 is  effective  immediately  for
investments made in variable interest entities after January  31,
2003  and  it  is effective in the first fiscal year  or  interim
period  beginning after June 15, 2003 for investments in variable
interest  entities made prior to February 1, 2003.  The  adoption
of  FIN  46  did  not  have a material impact  on  the  Company's
financial position, results of operations, or liquidity.

2004 OUTLOOK

     Our  Company's  ability to invest further  will  be  heavily
dependent  on  our  Company  securing  additional  capital   from
investors  or debt. There is no assurance that additional  equity
or  debt financing will be available on terms acceptable  to  our
management.


                                     21
<PAGE>



Item 7.    Financial Statements.

     Our  Financial  Statements  are  attached  as  Appendix   A
(following  Exhibits) and included as part of  this  Form  10-KSB
Report.   A  list  of  our Financial Statements  is  provided  in
response to Item 13 of this Form 10-KSB Report.

Item 8. Changes In And Disagreements With Accountants On
        Accounting and Financial Disclosure.

     On  March  15,  2004,  the  Company's  audit  committee  was
notified  by  Ahearn,  Jasco + Company,  P.A.,  certified  public
accountants  ("Ahearn") that Ahearn will  decline  to  stand  for
reappointment as the Company's auditors for its year ending April
30, 2004. Ahearn also resigned as the independent accountants for
the  review  of our quarterly information for the quarters  ended
during  the  fiscal  year  ending April  30,  2004.   Ahearn  has
reported  on our financial statements as the independent  auditor
of  the  Company from April 15, 1999 (our inception) through  our
year  ended April 30, 2003.  As of the date hereof, the Company's
Board  of  Directors has not yet voted to replace its independent
accountant.

     The  issued  reports  did not contain any  adverse  opinion,
disclaimer  or opinion, or modification as to uncertainty,  audit
scope   or  accounting  principles;  except  that,  such  reports
contained an explanatory paragraph relating to substantial  doubt
regarding the uncertainty of the Company's ability to continue as
a  going  concern. From April 15, 1999 through  March  15,  2004,
there were no disagreements between the Company and Ahearn on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

     The Company is in the process of filing its past due reports
with  the Securities and Exchange Commission ("SEC") in order  to
be current in connection with the Company's reporting obligations
to  the  SEC. As of January 28, 2004, the Company was current  in
its  filing  obligations up to its fiscal year  ended  April  30,
2003,  but  has  not filed with the SEC its required  reports  on
Forms  10-QSB  for  the quarterly periods ended  July  31,  2003,
October 31, 2003 and January 31, 2004, and did not provide Ahearn
with  the  materials  and  information necessary  for  Ahearn  to
perform their required reviews.  As a result, Ahearn notified the
Company on March 15, 2004 that Ahearn was of the belief that  the
Company  has neither the resources nor the desire to  maintain  a
current  reporting  status,  and  therefore  believed  that   the
operation of the Company's disclosure controls and procedures was
ineffective,  which is contrary to what the Company  reported  in
its  April  30,  2003  Form 10-KSB. Neither the  Company's  audit
committee  nor the board of directors discussed this matter  with
Ahearn. The Company has authorized Ahearn to respond fully to the
inquiries  of  the Company's successor accountant concerning  the
above.

     As  of  the  date  this report is filed, our  Company's  new
principal  executive officers and financial  officers  have  made
significant  changes in the Company's internal  controls  and  in
other  factors that could significantly affect internal  controls
subsequent to the date of the above-described evaluation  period.
In  particular,  the  Company has adopted  an  independent  audit
committee, has committed funds for legal and accounting work  and
the  preparation  of  financial statements and  audits,  and  has
brought the Company out of its dormant period as of May 2003, all
of  which enables our Company's principal executive officers  and


                                     22
<PAGE>



financial officers to maintain our Company as current pursuant to
its  Exchange Act reporting obligations and provide  our  Company
with an effective design and operation of disclosure controls and
procedures.  We  are  currently in the process  of  bringing  the
Company  current with all of its filing obligations with the  SEC
and  once  we  accomplish that objective, the  Company  considers
itself  to  be  in a favorable position to maintain  its  current
reporting status to the SEC.

     On  May 6, 2004, the Company engaged De Leon & Company,  P.A
as  its  new  independent accountants for its fiscal year  ending
April  30,  2004 and for the review of its quarterly  information
for  the  quarters ended during the fiscal year ending April  30,
2004.  The  Company's audit committee of the board  of  directors
approved this engagement. In the Company's two most recent fiscal
years  and  any  subsequent interim period to  the  date  hereof,
neither  the  Company, nor anyone on behalf of the  Company,  has
consulted with De Leon & Company, P.A. regarding either: (i)  the
application of accounting principles to a specified completed  or
contemplated transaction, or the type of audit opinion that might
be  rendered on the Company's  financial statements, and  neither
written nor oral advice was provided that was an important factor
considered  by  the  Company in reaching a  decision  as  to  the
accounting,  auditing or financial reporting issue; or  (ii)  any
matter  that was the subject of a "disagreement," or  "event"  as
defined  in Item 304(a)(1)(iv) of Regulation S-B and the  related
instructions to Item 304 of Regulation S-B.

     On  June  15, 2004, the Company dismissed De Leon & Company,
P.A  ("De  Leon ") as the Company's independent certified  public
accountants.  The decision to change accountants was  unanimously
approved  by the Company's board of directors. De Leon issued  no
reports   on   behalf  of  the  Company  during  its   short-term
engagement.  Therefore, De Leon issued no report  that  contained
any adverse opinion, disclaimer or opinion, or modification as to
uncertainty, audit scope or accounting principles.  From  May  6,
2004  through June 15, 2004, there were no disagreements  between
the Company and De Leon on any matter of accounting principles or
practices, financial statement disclosure, or auditing  scope  or
procedure.  From May 6, 2004 through June 15, 2004, the  date  of
dismissal  and  termination of the engagement of De  Leon,  there
were  no  disagreements with De Leon on any matter of  accounting
principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of De Leon, would have caused De Leon to make
reference  thereto in, or in connection with,  their  reports  on
financial statements for the period from May 6, 2004 through June
15, 2004.

     Also,  on  June  15,  2004, the Company  engaged  Salberg  &
Company,  P.A as its new independent accountants for  its  fiscal
year  ending  April 30, 2004 and for the review of its  quarterly
information for the quarters ended during the fiscal year  ending
April  30,  2004.  The  Company's board of directors  unanimously
approved this engagement. In the Company's two most recent fiscal
years  and  any  subsequent interim period to  the  date  hereof,
neither  the  Company, nor anyone on behalf of the  Company,  has
consulted with Salberg & Company, P.A. regarding either: (i)  the
application of accounting principles to a specified completed  or
contemplated transaction, or the type of audit opinion that might
be  rendered on the Company's  financial statements, and  neither
written nor oral advice was provided that was an important factor
considered  by  the  Company in reaching a  decision  as  to  the
accounting,  auditing or financial reporting issue; or  (ii)  any
matter  that was the subject of a "disagreement," or  "event"  as
defined  in Item 304(a)(1)(iv) of Regulation S-B and the  related
instructions to Item 304 of Regulation S-B.


                                     23
<PAGE>



Item 8A. Controls And Procedures.

      As  of  the  date this report is filed, an  evaluation  was
performed under the supervision and with the participation of the
Company's principal executive officers and financial officers  of
the  effectiveness of the design and operation of  the  Company's
disclosure  controls and procedures (as such term is  defined  in
Rules  13a-15(e) and 15d-15(e) under the Exchange Act) as of  the
end of the period covered by this report. During that period, our
Company  experienced  significant  capital  constraints,  and  we
ultimately  ceased  our business activities  and  became  dormant
through  May 2003. During the period covered by this report,  our
Company  was  unable  to comply with its Exchange  Act  reporting
requirements  because  no  accounting  work  was  completed,   no
financial  statements were prepared, and no audits were obtained.
The  evaluation  revealed  to the Company's  principal  executive
officers  and  financial officers that,  as  a  result  of  those
circumstances,  the  design  and  operation  of   the   Company's
disclosure controls and procedures were not effective as  of  the
end of the period covered by this report.

      As  of  the  date this report is filed, our  Company's  new
principal  executive officers and financial  officers  have  made
significant  changes in the Company's internal  controls  and  in
other  factors that could significantly affect internal  controls
subsequent to the date of the above-described evaluation  period.
In  particular,  the  Company has adopted  an  independent  audit
committee, has committed funds for legal and accounting work  and
the  preparation  of  financial statements and  audits,  and  has
brought the Company out of its dormant period as of May 2003, all
of  which enables our Company's principal executive officers  and
financial officers to maintain our Company as current pursuant to
its  Exchange Act reporting obligations and provide  our  Company
with an effective design and operation of disclosure controls and
procedures.

Item 8B. Other Information.

     At   April   30,   2004,  we  had  $250,000  of   debentures
outstanding.   As of August 31, 2004, $37,500 of  the  debentures
are  in  default as the term was for one (1) year. The  debenture
provisions include a penalty of five percent (5%) for any default
that  occurs  and  this would total $1,875.  The  Company  is  in
discussions with the debenture holders concerning the default.

     In  June 2004, we appointed our then President as the  Chief
Executive Officer and the Chairman of the Board.

     In June 2004, we appointed a new President and a director of
the  Company.  The President will be compensated in the  form  of
one  million  (1,000,000) shares of Common Stock of the  Company.
Additionally, the President will be compensated one hundred fifty
thousand  (150,000)  shares of Common Stock of  the  Company  for
director  services.   In  total, one million  one  hundred  fifty
thousand (1,150,000) shares of Common Stock were granted  to  the
President in June 2004 and valued on the grant date at $0.001 per
share  or  $1,150  to be recognized immediately  as  compensation
expense  as  there was no formal employment agreement  or  stated
term.


                                     24
<PAGE>



     In  July  2004, our Chief Executive Officer and Chairman  of
the  Board,  was  elected President and  a  director  of  another
publicly  held  company  that we have  an  investment  in  and  a
consulting  agreement with.  Additionally, our  President  and  a
director  was also elected Chief Executive Officer and a director
of   this  other  publicly  held  company,  thereby  making  this
investment, an investment in affiliate commencing July 2004.

     In  August  and  September  2004, we  received  $180,000  of
proceeds from the issuance of  Debentures.

     In  September 2004, our Company issued Company Common  Stock
certificates  to  respective shareholders representing  3,330,000
shares of previously authorized but unissued shares of our Common
Stock.


                                     25
<PAGE>



                                 PART III

Item 9.   Directors, Executive Officers, Promoters And Control Persons;
          Compliance With Section 16(A) Of The Exchange Act.

(a) Identity of directors and executive officers during the
period covered by this report.

<TABLE>
<CAPTION>


Name                    Age     Position               Term/Period Served
----                    ---     --------               ------------------
<S>                     <C>     <C>                    <C>


William  J.  Bosso,     54      Director, President    1yr./April 2003

Harrysen    Mittler     51      Director, Chief        1yr/March 2004
                                Financial Officer

William  R.  Colucci    65      Director,  Treasurer,  1yr./since inception
                                Secretary

John W. Benton, III     52      Director               1yr./April 2003

J.P. Baron, II          43      Director               1yr./April 2003

</TABLE>


(b)  Business  experience  of directors  and  executive  officers
during the period covered by this report.

     Mr.  Bosso  has  served as a director and president  of  the
Company since April 2003. Mr. Bosso has served as a consultant to
privately  and publicly held corporations for the past 12  years.
From  1992-1993, he served as Vice President of OCG Technologies,
Inc. a medical appliance, healthcare software and medical billing
company,  and from 1994-1997, 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. Mr. Bosso brings 15+ years  experience  in
the  public markets with him, including numerous contacts in  all
aspects of operating a publicly held business. He has assisted in
bringing  companies  public,  through  forward  mergers,  reverse
mergers  and acquisitions.  He has provided financing personally,
and  through traditional means of private equity investment.  Mr.
Bosso   also   has  extensive  experience  in  financial   public
relations,  with access to a vast number of public relations  and
financial communications firms.

Mr. Mittler has served as a Director and Chief Financial Officer
of the company since March of 2004.  He has over twenty years of
experience in corporate finance, business administration and
commerce.  Previously he served as a corporate and management
consultant to various enterprises and functioned as an in house
accountant for Deloitte Haskins & Sells.  He has also served in a
senior executive capacity with several public companies since
1995.  Between May 2002 and September 2003, Mr. Mittler served as
Chairman of the Board and Chief Executive Officer of Too Gourmet,


                                     26
<PAGE>



Inc., an internet based retail grocer.  The company announced the
acquisition of certain patented assets and intellectual property
from a German based medical laboratory specializing in the
research, analysis, and in vitro diagnosis of live human tissue
samples for allergic and immunological related disorders in
September 2003.  During the period between March 2001 and April
2002, Mr. Mittler served as Chairman of the Board and President
of Grand Prix Sports, Inc., a publicly traded motor sports
company that owned a 40% interest in Nordic Racing Ltd., a FIA
F3000 racing team.  The title sponsor of the team was Coca-Cola
Europe, other major sponsors included:  Jet Fuels, a division of
Conoco, and Eurosport, a leading broadcaster of major sporting
events in Europe.  The FIA F3000 International Racing Series is
regarded as the auto racing support venue for the popular Formula
1 International Auto Racing Championship Series showcased
globally.  Between 1995 and 1999, Mr. Mittler served as Director,
President and Chief Financial Officer of Wordcraft Systems, Inc.,
a publicly traded software company.  The company held original
equipment manufacturer (OEM) and software distribution agreements
with several major manufacturers of automated office equipment
including:  Minolta, Mita, Copystar, Panasonic, Pitney Bowes,
Sharp Electronics and others.

     Mr.   Colucci  has  served  as  a  director,  secretary  and
treasurer  of the Company since its inception in April 1999.  Mr.
Colucci  is  the former president of the Company. Mr. Colucci  is
also   presently  a  private  business  consultant  who  provides
investment    banking    and   business   consulting    services.
Additionally,  Mr.  Colucci  is an officer  and  director  of  BF
Acquisition  Group II, Inc., BF Acquisition Group III,  Inc.,  BF
Acquisition Group IV, Inc., and BF Acquisition Group V, Inc. From
September 1997 to December 1999, Mr. Colucci served as a director
of Net Lnnx, Inc., a publicly traded corporation, which, in March
1999,  reorganized with PrintOnTheNet.Com, Inc.  a  company  that
provided printing services on the Internet via e-commerce.  Prior
to  this  reorganization,  Net Lnnx, Inc.  served  as  a  "shell"
corporation.  From June 1996 to May 1997, Mr. Colucci  served  as
Chief Operating Officer and SEC Compliance officer for Physicians
Laser Services, Inc., a publicly traded corporation.  From April
1991  to  May  1996, Mr.  Colucci  served  as a senior partner of
Decision  Dynamics, Inc.,  a private  business  and  real  estate
onsulting firm.  Prior to  this, Mr. Colucci has served in senior
management positions,  including  president and  CEO  of  various
companies.   These  companies   included  Bandak  Corporation,  a
privately  held  jewelry   and  manufacturing   company,   Inmont
Corporation,  a  publicly traded chemical and paint manufacturing
division of  United  Technologies, Inc.,  which is  traded on the
New  York Stock  Exchange,  and  Butcher & Sherrerd, a  privately
held   securities   brokerage  firm   based   in    Philadelphia,
Pennsylvania.  Mr.  Colucci  received  his  Bachelor  of  Science
egree in Economics from  St.  Joseph's University in Philadelphia
in  1964  and  has  successfully  completed  advanced courses  of
study at Stanford University's  Graduate School  of Business  for
executives of emerging growth companies.

     Mr.  Benton  has served as a director of the  Company  since
April  2003.  He  also presently serves as a  Vice  President  of
Hatfield Philips and as a Section 42 Team leader responsible  for
all  aspects of team direction and 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 Portfolio's) as a  Senior
Asset  Manager,  in  the  Special Servicing  and  Workout  Group,
managing   a   performing   and   non-performing   portfolio   of
multifamily,  office,  retail and golf course  loans  around  the
country.   Mr.  Benton has over 20 years of in depth  multifamily


                                     27
<PAGE>



and  commercial  real estate experience as both  a  developer  of
historic  tax  credit  properties and as  a  property,  loan  and
business   workout  specialist.   Mr.  Benton  came  to  Hatfield
Philips, Inc. from Allied Capital Corporation where he was a Vice
President  in charge of asset management, workouts,  assisted  in
the  public companies reorganization and initiated the companies'
efforts  in  the  CMBS "B" piece buying program.  Allied  Capital
Corporation   is   among   the   largest   Business   Development
Corporations  operating  in the USA. As an  analyst,  Mr.  Benton
completed  the Merrill Lynch Commercial Real Estate  underwriting
and  financial  analysis training program in New  York,  attended
Appraisal  Institute classes and has attended numerous commercial
real estate courses and seminars.  Mr. Benton graduated from  the
University  of Maryland and is a state board certified commercial
real estate appraiser and an inactive real estate broker.

     Mr.  Baron  has  served as a director of the  Company  since
April  2003.  He  also  presently serves as  Chairman  and  Chief
executive  officer of Cogen, Inc. He currently holds  substantial
interests  in  an  airline, steel erection company,  construction
company, Caribbean resort and casino, and real estate. Mr.  Baron
has  been  an investor, founder, developer, builder and financier
of  many  businesses during the past 20 years.  He is experienced
in  various sectors such as: Real Estate Development, Commodities
Trading,   Oil   and  Gas,  Financial  Services,  Noble   Metals,
Communications, Entertainment, and Environment/Energy.  He serves
on   the   advisory  boards  of  several  pre-public  and  public
companies. Some of Mr. Baron's accomplishments include:   turning
around a failing real estate appraisal firm which later became a
$4 Million dollar a year enterprise in 24 months and, becoming the
largest real estate appraisal firm in Ontario, Canada; as Vice
President of  a real  estate investment and syndication firm, Mr.
Baron's  team generated  over $300 Million in syndicated real
estate investment sales  to  the  public and developing a
flat-rate  long  distance telephone conduit/corridor marketed  to
university  students.  Several  major  participants  in the
telecommunication industry later emulated this concept.

     Each  Director of the Company holds such position until  the
next  annual  meeting of shareholders 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 shareholders and until their successors are chosen and
qualified, subject to early removal by the board of directors.

     Audit Committee

     Our  Company's independent directors, Mr. John W. Benton and
Mr.  J.P.  Baron,  II,  serve as the  members  of  the  Company's
standing  audit  committee. Mr. J.P. Baron, II,  qualifies  as  a
"financial  expert"  pursuant  to Item  401  of  Regulation  S-B.
Messer's  Benton  and  Baron  qualify  as  independent  directors
pursuant to NASD Marketplace Rule 4200(14).

     Section 16(a) Beneficial Ownership Reporting Compliance

     Mr.  Harrysen  Mittler and  Mr. Matthew Henninger,  each  an
officer,  director and beneficial owner of more than 10%  of  the
registrant's common stock,  did  not file their required  Form  3
in  March  2004  and  June 2004, respectively. Additionally,  Mr.
William  J. Bosso, an officer, director and beneficial  owner  of
more  than 10% of the registrant's common stock, did not to  file
his required Form 4 in March 2004.  To the best of our knowledge,
no  other officer, director and/or beneficial owner of more  than
10%  of  our Common Stock,  did not  file reports as required  by
Section  16(a) of the Exchange Act during the period  covered  by
this report.



                                     28
<PAGE>



     Code of Ethics

     The  Company  has not yet adopted a code of ethics  for  its
principal executive officer, principal financial officer  or  any
other position due to its development stage, the small number  of
executive  officers involved with the Company, and the fact  that
the Company expects to operate through strategic consultants with
few  employees. Our board of directors will continue to evaluate,
from  time  to time, whether a code of ethics should be developed
and adopted.

     Family Relationships

     None

     Certain Legal Proceedings

     None


                                     29
<PAGE>



Item 10.   Executive Compensation.


<TABLE>
<CAPTION>

                            Executive Compensation


                                                       Long Term Compensation
                                                   -----------------------------
                            Annual Compensation                            Awards                      Payouts
---------------------------------------------------------------------------------------------------  ----------
(a)                    (b)     (c)       (d)          (e)           (f)             (g)                (h)
<S>                    <C>     <C>       <C>          <C>           <C>             <C>               <C>        <C>
                                                                     Restricted       Securities
Name &                                             Other Annual       Stock          Underlying/      LTIP       All Other
Position               Year  Salary($)  Bonus($)  Compensation($)   Award(s)($)(1)  Options/SARs(#)  Payouts($)   Comp($)
--------------------------------------------------------------------------------------------------------------------------
William Bosso          2002    -0-       -0-           -0-              -0-              -0-            -0-        -0-
Director, President    2003    -0-       -0-           -0-            1,150(1)           -0-            -0-        -0-
                       2004    17,500    -0-           -0-           80,000(2)           -0-            -0-        -0-

Harrysen Mittler       2002    -0-       -0-           -0-              -0-              -0-            -0-        -0-
Director, Chief        2003    -0-       -0-           -0-              -0-              -0-            -0-
Financial Officer,     2004    -0-       -0-           -0-           92,000(3)           -0-            -0-        -0-
--------------------------------------------------------------------------------------------------------------------------


</TABLE>

(1)  In  April 2003, the Company issued 1,150,000 shares  of  its
$0.001  par  value  Common  Stock to William  J.  Bosso.  Of  the
1,150,000  shares,  1,000,000 were issued  for  his  services  as
President  of  the  Company  and 150,000  were  granted  for  his
services as a Director of the Company.  The shares were valued at
$0.001 per share or $1,150.

(2)  In  March 2004, the Company granted 1,000,000 shares of  its
$0.001  par  value  Common  Stock to William  J.  Bosso  for  his
services as President of the Company.  The shares were valued  at
$0.08  per share and $80,000 was recorded as compensation expense
in  the  accompanying Financial Statements as there was no stated
term  or  agreement.  At April 30, 2004, the shares had not  been
issued and have been recorded as Common Stock Issuable.

(3)  In  March  2004,  Mr.  Mittler was elected  Chief  Financial
Officer  and a Director of the Company.  The Company granted  Mr.
Mittler  1,150,000 shares of its $0.001 par value Common Stock  a
compensation  for  his  services, 1,000,000  as  Chief  Financial
Officer  and  150,000 as a Director.  The shares were  valued  at
$0.08  per share and $80,000 was recorded as compensation expense
and  $12,000  as  directors  fees in the  accompanying  Financial
Statements.  At April 30, 2004, these shares were not issued  and
have  been  recorded as Common Stock Issuable in the accompanying
Financial Statements.

During the period covered by this report, no other executive officer of
our Company received any type of salary or other compensation  in
connection  with  their  employment as such;  and  no  employment
agreement was entered into with any of our officers.

     Compensation of Directors

     During the fiscal year ending April 30, 2004, other than  as
described  herein, no director received any type of  compensation
from  our  Company  for  serving as such. See  "Recent  Sales  of
Unregistered Securities" and "Executive Compensation"


     Employee Stock Option Plan

     During  the period covered by this report, we had  no  stock
option,  retirement, pension, or profit-sharing programs for  the
benefit of directors, officers or other employees.


                                     30
<PAGE>



Item 11.   Security Ownership Of Certain Beneficial Owners and Management.

              Security Ownership of Certain Beneficial Owners

     The  following table sets forth, as of the end of the fiscal
year  covered  by this report, the names, addresses,  amount  and
nature  of beneficial ownership and percent of such ownership  of
each  person  or group known to the Company to be the  beneficial
owner  of  more  than five percent (5%) of the  Company's  Common
Stock:

<TABLE>
<CAPTION>

Name and Address               Amount and Nature               Percent
of Beneficial Owner            of Beneficial Ownership       of Class(1)
-------------------            -----------------------       -----------
<S>                            <C>                           <C>

William J. Bosso                  2,150,000 (2)                 48.58%
400 Hampton View Court
Alpharetta, Georgia 30004

Harrysen Mittler                  1,150,000 (3)                 25.99%
6-2400 Dundas Street West
#139 Mississauga
Ontario, Canada L5K 2R8

William R. Colucci                  300,000                      6.77%
2501 Turk Boulevard
San Francisco, California 94118

David M. Bovi                       225,000                      5.08%
319 Clematis Street, Suite 700
West Palm Beach, Florida 33401

</TABLE>

_________________________________________________________________

  1. Based  upon  4,425,000  shares of Company  Common  stock,
     consisting of 2,275,000 shares of the Company's Common Stock
     outstanding as of April 30, 2003, the end of the fiscal year
     covered by this report, and 2,150,000 shares of the Company's
     Common Stock authorized for issuance as of April 30, 2004, but
     subsequently issued thereafter.

  2. Consists  of  1,150,000 shares of Company  Common  Stock,
     outstanding as of April 30, 2003, and 1,000,000 shares of the
     Company's Common Stock authorized for issuance as of April 30,
     2004, but subsequently issued thereafter.

  3. Consists  of  1,150,000 shares of  Company  Common  Stock
     authorized for issuance as of April 30, 2004, but subsequently
     issued thereafter.



                                     31
<PAGE>



     The  following table sets forth, as of the end of the fiscal
year  covered  by this report, the names, addresses,  amount  and
nature  of beneficial ownership and percent of such ownership  of
the  Company's Common Stock of each of the officers and directors
of  the Company, and the officers and directors of the Company as
a group:

<TABLE>
<CAPTION>

Name and Address              Amount and Nature             Percent
of Beneficial Owner           of Beneficial Ownership      of Class(1)
-------------------           -----------------------     ------------
<S>                           <C>                         <C>

William J. Bosso                    2,150,000 (2)            48.58%
400 Hampton View Court
Alpharetta, Georgia 30004

Harrysen Mittler                    1,150,000 (3)            25.99%
6-2400 Dundas Street West
#139 Mississauga
Ontario, Canada L5K 2R8

William R. Colucci                    300,000                 6.77%
2501 Turk Boulevard
San Francisco, California 94118

John W. Benton, III                   150,000                 3.38%
4609 Village Green Drive
Roswell, Georgia 30075

J.P. Baron, II                        150,000                 3.38%
701 Rossland Road East, Suite 382
Whitby, Ontario Canada L1N9K3

All Officers and Directors
as a Group (4 persons).             3,900,000                 88.1%

</TABLE>
________________________________________________________________

  1. Based  upon  4,425,000  shares of Company  Common  stock,
     consisting of 2,275,000 shares of the Company's Common Stock
     outstanding as of April 30, 2003, the end of the fiscal year
     covered by this report, and 2,150,000 shares of the Company's
     Common Stock authorized for issuance as of April 30, 2004, but
     subsequently issued thereafter.

  2. Consists  of  1,150,000 shares of Company  Common  Stock,
     outstanding as of April 30, 2003, and 1,000,000 shares of the
     Company's Common Stock authorized for issuance as of April 30,
     2004, but subsequently issued thereafter.

  3. Consists  of  1,150,000 shares of  Company  Common  Stock
     authorized for issuance as of April 30, 2004, but subsequently
     issued thereafter.


                                     32
<PAGE>



     Our  Company  currently  has  no securities  authorized  for
issuance under any equity compensation plans.

Item 12.   Certain Relationships And Related Transactions.

     In  July 2004, William J. Bosso, our Chief Executive Officer
and  Chairman of the Board, was elected President and a  director
of  another  publicly held company, a company  that  we  have  an
investment  in  and  a consulting agreement with.   Additionally,
Matthew  T. Henninger, our current President, and a director  was
also elected Chief Executive Officer and a director of this other
publicly  held  company,  thereby  making  this  investment,   an
investment in affiliate commencing July 2004.

Item 13.  Exhibits


INDEX TO EXHIBITS.

Exhibit No.     Description of Exhibit
--------------------------------------

(10)
       10.1   Consulting Agreement dated March 31, 2004.

(31)
       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.

(32)
       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  to Section 906 of the
              Sarbanes-Oxley Act of 2002.

Item 14. Principal Accountant Fees And Services

Audit Fees

     The  aggregate fees billed for the year ended April 30, 2004
for  professional services rendered by Salberg  &  Company,  P.A.
("Salberg")  for  the  audit  of the Company's  annual  financial
statements  and  review of financial statements included  in  the
Company's  Form 10-QSB or services that are normally provided  by
the  accountant  in  connection  with  statutory  and  regulatory
filings  or  engagements for the year ended April  30,  2004  was
$27,000.

The  aggregate fees billed for the year ended April 30, 2003  for
professional  services rendered by Ahearn, Jasco + Company,  P.A.
("Ahearn")  for  the  audit  of the  Company's  annual  financial
statements  and  review of financial statements included  in  the
Company's  Form 10-QSB or services that are normally provided  by
the  accountant  in  connection  with  statutory  and  regulatory
filings  or  engagements for the year ended April  30,  2003  was
$2,550.



                                     33
<PAGE>



Audit-Related Fees.

     No  fees  were billed for the year ended April 30, 2004  for
assurance  and  related services by Salberg that  are  reasonably
related  to  the  performance  of the  audit  or  review  of  the
Company's  financial statements and are not  reported  under  the
category Audit Fees described above.

     No  fees  were billed for the year ended April 30, 2003  for
assurance  and  related services by Ahearn  that  are  reasonably
related  to  the  performance  of the  audit  or  review  of  the
Company's  financial statements and are not  reported  under  the
category Audit Fees described above.

Tax Fees

     No  fees  were billed for the year ended April 30, 2004  for
tax  compliance, tax advice, or tax planning services by  Salberg
that  are  reasonably related to the performance of the audit  or
review of the Company's financial statements and are not reported
under the category Audit Fees described above.

     The  aggregate fees billed for the year ended April 30, 2003
for  professional services rendered by Ahearn for tax compliance,
tax advice, or tax planning services for the year ended April 30,
2003 was $250.

All Other Fees

     No  fees  were billed for the year ended April 30, 2004  for
products  and  services  provided  by  Salberg,  other  than  the
services reported in the Audit Fees, Audit-Related Fees, and  Tax
Fees categories above.

     No  fees  were billed for the year ended April 30, 2003  for
products and services provided by Ahearn, other than the services
reported  in  the Audit Fees, Audit-Related Fees,  and  Tax  Fees
categories above.

Audit Committee Pre-Approval Policies

The  Company's standing audit committee currently does  not  have
any  pre-approval  policies  or  procedures  concerning  services
performed  by  Salberg or Ahearn. All the services  performed  by
Salberg and Ahearn that are described above were pre-approved  by
the  Company's  standing  audit  committee.  None  of  the  hours
expended on Salberg's engagement to audit the Company's financial
statements  for  the  year ended April 30, 2004  or  on  Ahearn's
engagement  to audit the Company's financial statements  for  the
year  ended  April 30, 2003 were attributed to work performed  by
persons  other  than  Salberg's or Ahearn's full-time,  permanent
employees.


                                     34
<PAGE>


                            SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
Company caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized:

By: /s/ William Bosso
   ----------------------------
   William Bosso, President

Dated: October 8, 2004

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

By: /s/ William Bosso
   ----------------------------
   William Bosso, Chief Executive Officer, Director

Dated: October 8, 2004

By: /s/ Matthew T. Henninger
   ----------------------------
   Matthew T. Henninger, President, Director

Dated: October 8, 2004


By: /s/ Harrysen Mittler
   ----------------------------
   Harrysen Mittler, Chief Financial Officer, director

Dated: October 8, 2004


By: /s/John W. Benton
   ----------------------------
      John W. Benton, Director

Dated: October 8, 2004


By: /s/ J.P. Baron, II
   ----------------------------
   J.P. Baron, II, Director

Dated: October 8, 2004


                                     35
<PAGE>




                                  Appendix A
                             Financial Statements.

       The following Audited Financial Statements are filed as
part of this Form 10-KSB Report:

CONTENTS

F-1       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
          ENDED APRIL 30, 2004.

F-2       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
          ENDED APRIL 30, 2003.

F-3       BALANCE SHEET AT OF APRIL 30, 2004

F-4       STATEMENTS OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2004 AND 2003

F-5       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED
          APRIL 30, 2004 AND 2003

F-6       STATEMENTS OF CASH FLOWS FOR THE YEARS APRIL 30, 2004 AND 2003

F-7-F-17  NOTES TO FINANCIAL STATEMENTS




       Report of Independent Registered Public Accounting Firm
       -------------------------------------------------------

To the Board of Directors and Shareholders of:
Nortia Capital Partners, Inc. (f/k/a BF Acquisition Group I,  Inc.)
(a development stage company)

We  have  audited the accompanying balance sheet of Nortia  Capital
Partners,  Inc. (f/k/a BF Acquisition Group I, Inc.) (a development
stage company) as of April 30, 2004, and the related statements  of
operations, changes in stockholders' equity, and cash flows for the
year  then ended and for the period from May 1, 2003 (inception  of
development stage) to April 30, 2004.   These financial  statements
are   the   responsibility   of  the  Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these   financial
statements  based  on our audit.  The financial  statements  as  of
April  30,  2003 were audited by other auditors whose report  dated
October  16,  2003  on  those statements  included  an  explanatory
paragraph describing conditions that raised substantial doubt about
the Company's ability to continue as a going concern.

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

In  our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of  Nortia
Capital  Partners,  Inc. (f/k/a BF Acquisition Group  I,  Inc.)  (a
development  stage company) at April 30, 2004, and the  results  of
its  operations and its cash flows for the year then ended and  for
the  period  from May 1, 2003 (inception of development  stage)  to
April  30,  2004 in conformity with accounting principles generally
accepted in the United States of America.

The  accompanying financial statements have been prepared  assuming
the Company will continue as a going concern.  As discussed in Note
2  to the financial statements, the Company's recurring losses from
operations  and  net  loss  in 2004 of  $163,464,  working  capital
deficit  of  $183,721  at April 30, 2004, accumulated  deficit  and
deficit accumulated during the development stage at April 30,  2004
of  $12,398 and $163,464, respectively, cash used in operations  of
$111,288  in  2004 and default on certain debentures subsequent  to
April  30,  2004  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 financial statements  do
not  include any adjustments that might result from the outcome  of
this uncertainty.


/s/ SALBERG & COMPANY, P.A.
Boca Raton, Florida
September 2, 2004



<PAGE>   F-1



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       -------------------------------------------------------

To the Board of Directors of
Nortia Capital  Partners, Inc., formerly BF Acquisition Group I, Inc.

We  have audited the accompanying statements of operations, changes
in  stockholders'  equity (deficiency), and cash  flows  of  Nortia
Capital Partners, Inc. (formerly BF Acquisition Group I, Inc.)  for
the  year ended April 30, 2003.  These financial statements are the
responsibility of the Company's management.  Our responsibility  is
to  express an opinion on these financial statements based  on  our
audit.

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

In  our opinion, the financial statements referred to above present
fairly, in all material respects, the results of the operations and
cash   flows   of  Nortia  Capital  Partners,  Inc.  (formerly   BF
Acquisition  Group I, Inc.) for the year ended April  30,  2003  in
conformity with U.S. generally accepted accounting principles.

The  accompanying year 2003 financial statements have been prepared
assuming the Company will continue as a going concern.  The Company
has limited operations, and its level of revenues is not sufficient
to  cover  all  incurred expenses.  This raises  substantial  doubt
about  the  Company's  ability  to continue  as  a  going  concern.
Management's plans in regard to these matters are described in Note
2.   The  financial statements do not include any adjustments  that
might result from the outcome of this uncertainty.


/s/ Ahearn, Jasco + Company, P.A.

AHEARN, JASCO & COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
October 16, 2003



<PAGE>   F-2



                          Nortia Capital Partners, Inc.
                     (f/k/a BF Acquisition Group I, Inc.)
                        (A Development Stage Company)
                                Balance Sheet
                              At April 30, 2004

                                   ASSETS
                                   ------

Current Assets
Cash                                               $    8,764
Investments - current:
 Available-for-sale securities
    Equities at fair market value                      84,000
                                                   ----------
Total Investments - current                            84,000
                                                   ----------
Total Current Assets                                   92,764
                                                   ==========

Other Assets
Accounts receivable                                    86,301
Investments - non-current:
 Available-for-sale securities
    Equities at fair market value                     240,000
                                                   ----------
Total Investments - non-current                       240,000
                                                   ----------
Total Other Assets                                    326,301
                                                   ----------

Total Assets                                          419,065
                                                   ==========

                                  LIABILITIES
                                  -----------
Current Liabilities
Accounts payable                                        5,000
Due to related party                                    1,113
Accrued expenses                                       20,372
Debentures                                            250,000
                                                   ----------
Total Current Liabilities                             276,484
                                                   ==========

Commitments and Contingencies (Note 9)


                              STOCKHOLDERS' EQUITY
                              --------------------

Preferred stock, Series B, $0.001 par value,
5,000,000 shares authorized, none issued and
outstanding                                        $        -
Common stock, $0.001 par value, 50,000,000
shares authorized 2,275,000 shares issued
and outstanding                                         2,275
Common stock issuable, 2,150,000 shares                 2,150
Additional paid in capital                            174,966
Accumulated deficit                                   (12,398)
Deficit accumulated during development stage         (163,464)
Accumulated other comprehensive income, net           139,052
                                                   ----------
Total Stockholders' Equity                            142,581
                                                   ==========

Total Liabilities and Stockholders' Equity         $  419,065
                                                   ==========

The accompanying notes are an integral part of the financial statements



<PAGE>    F-3



                         Nortia Capital Partners, Inc.
                      (f/k/a BF Acquisition Group I, Inc.)
                         (A Development Stage Company)
                           Statements of Operations

<TABLE>
<CAPTION>

                                                                     Period from
                                                                     May 1, 2003
                                                  Year Ended         (Inception of
                                                   April 30,        Development Stage)
                                              2004          2003    to April 30, 2004
                                        -------------------------- -------------------
<S>                                     <C>            <C>           <C>

Revenues                                $    146,301   $     -       $    146,301

Operating Expenses
General and administrative                    75,133     4,026             75,133
Compensation                                 186,799         -            186,799
Directors fees                                12,000         -             12,000
Professional                                  20,000         -             20,000
                                        -----------------------      -------------
Total Operating Expenses                     293,932     4,026            293,932
                                        -----------------------      -------------

Loss from Operations                        (147,631)   (4,026)          (147,631)

Other Income (Expense)
Interest expense                             (11,447)        -            (11,447)
Interest income                                   11         -                 11
                                        -----------------------      -------------

Total Other Income (Expense)                 (11,436)        -            (11,436)
                                        -----------------------      -------------

Net Loss Before Income Tax                  (159,067)   (4,026)          (159,067)
                                        -----------------------      -------------

Income tax expense                            (4,397)        -             (4,397)
                                        -----------------------      -------------

Net loss                                 $  (163,464)  $(4,026)      $   (163,464)
                                        =======================      =============

Comprehensive Income (Loss)
Unrealized gains on available-for-sale
  securities, net                            139,052         -            139,052
                                        -----------------------      -------------

Total Comprehensive Income (Loss)        $   (24,412)  $(4,026)      $    (24,412)
                                        =======================      =============

Net Loss Per Share - Basic and Diluted   $     (0.07)  $ (0.00)      $      (0.07)
                                        =======================      =============

Weighted Average Shares                    2,457,603   945,833          2,457,603
                                        =======================      =============

</TABLE>


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




<PAGE>   F-4




                         Nortia Capital Partners, Inc.
                     (f/k/a BF Acquisition Group I, Inc.)
                        (A Development Stage Company)
           Statement of Changes in Stockholders' Equity (Deficiency)
                      Years ended April 30, 2004 and 2003


<TABLE>
<CAPTION>
                                                                                                                       Deficit
                                                                                                                      Accumulated
                                                                               Common Stock    Additional              During
                                       Preferred Stock      Common Stock         Issuable        Paid-In  Accumulated Development
                                        Shares   Amount   Shares      Amount  Shares    Amount   Capital    Deficit     Stage
                                       ------------------------------------------------------------------------------------------
<S>                                     <C>      <C>     <C>          <C>      <C>       <C>     <C>       <C>        <C>

BALANCE AT  APRIL 30, 2002                 -     $  -      825,000    $   825   -        $    -  $  5,116  $ (8,372)  $     -

Common stock issued for services -
      $0.001 per share                     -        -    1,450,000      1,450
  Net loss, year ended April 30, 2003      -        -            -          -   -             -         -    (4,026)        -
                                       -----------------------------------------------------------------------------------------
BALANCE AT  APRIL 30, 2003                 -        -    2,275,000      2,275   -             -     5,116   (12,398)        -

  Common stock issued for compensation
  and directors fees - $0.16 per share     -        -            -          -  2,150,000  2,150   169,850         -         -
  Unrealized gains on available-for-sale
  securities, net                          -        -            -          -      -          -         -         -         -
  Net loss, year ended April 30, 2004      -        -            -          -      -          -         -         -    (163,464)
                                       -----------------------------------------------------------------------------------------
BALANCE AT APRIL 30, 2004                  -     $  -    2,275,000    $ 2,275  2,150,000 $2,150  $174,966  $(12,398)  $(163,464)
                                       =========================================================================================

</TABLE>


Statement of Changes in Stockholders' Equity (Deficiency)
Years ended April 30, 2004 and 2003 (Contd..)


<TABLE>
<CAPTION>


                                         Accumulated      Total
                                            Other       Stockholders'
                                        Comprehensive      Equity
                                            Income       (Deficiency)
                                        ------------------------------
<S>                                     <C>             <C>
BALANCE AT  APRIL 30, 2002                $      -      $     (2,431)

Common stock issued for services -
      $0.001 per share                                         1,450
  Net loss, year ended April 30, 2003            -            (4,026)
                                        ------------------------------
BALANCE AT  APRIL 30, 2003                       -            (5,007)

  Common stock issued for compensation
  and directors fees - $0.16 per share           -           172,000
  Unrealized gains on available-for-sale
  securities, net                             139,052         139,052
  Net loss, year ended April 30, 2004           -          (163,464)
                                        ------------------------------
BALANCE AT APRIL 30, 2004                 $  139,052    $    142,581
                                        ==============================

</TABLE>



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



<PAGE>   F-5



                       Nortia Capital Partners, Inc.
                   (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                         Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                    Period from
                                                                                    May 1, 2003
                                                               Year Ended          (Inception of
                                                              April 30,          Development Stage)
                                                           2004       2003       to April 30, 2004
                                                       ----------- -----------   -----------------
<S>                                                   <C>          <C>           <C>
Cash Flows From Operating Activities:
Net loss                                              $  (163,464)   $ (4,026)      $     (163,464)
Adjustments to reconcile net loss to net cash
  used in operations:
 Debentures issued for legal services                       5,000           -                5,000
 Common stock issued for services                               -       1,450                    -
 Common stock issued for compensation                     160,000           -              160,000
 Common stock issued for directors fees                    12,000           -               12,000
 Common stock based revenue                              (146,301)          -             (146,301)
Changes in operating assets and liabilities:
 Decrease (increase) in prepaid expenses                      540        (540)                 540
 Increase in accounts payable                               5,000           -                5,000
 Increase in due to related party                           1,113           -                1,113
 Increase in accrued expenses                              14,824       3,116               14,824
                                                      ------------   ---------     ----------------
Net Cash Used In Operating Activities                    (111,288)          -             (111,288)
                                                      ------------   ---------     ----------------
Cash Flows From Investing Activities:
 Purchase of available for sale securities                (49,948)          -              (49,948)
                                                      ------------   ---------     ----------------
Net Cash Used In Investing Activities                     (49,948)          -              (49,948)
                                                      ------------   ---------     ----------------
Cash Flows From Financing Activities:
 Proceeds from issuance of debebtures                     170,000           -              170,000
                                                      ------------   ---------     ----------------
Net Cash Provided By Financing Activities                 170,000           -              170,000
                                                      ------------   ---------     ----------------

Net Increase in Cash                                        8,764           -                8,764

Cash at Beginning of Period                                     -           -                    -
                                                      ------------   ---------     ----------------

Cash at End of Period                                 $     8,764    $      -       $        8,764
                                                      ============   =========     ================
Cash interest paid                                    $         -    $      -       $            -
                                                      ============   =========     ================

Supplemental Disclosure of Non-Cash
Investing and Financing Activities:
---------------------------------------
Debentures issued for available-for-sale securities   $    75,000    $      -           $   75,000
Unrealized gains on available-for-sale
  securities, net                                         139,052           -              139,052

</TABLE>

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



<PAGE>   F-6



                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


1.   HISTORY AND NATURE OF BUSINESS

Nortia Capital Partners, Inc. (f/k/a BF Acquisition Group I,
Inc.) ("Nortia", "the Company", "we", "us") is a publicly held
company that during the period covered by this report is in the
development stage since it has not generated significant revenue
and not implemented its business plan.

We were 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 business plan.  In March 2001, we ultimately ceased our
business activities and became dormant through May 2003, whereby
we incurred only minimal administrative expenses.

During June 2003, we brought in present management, began to
raise additional capital, and initiated activities to re-
establish our business. During our fiscal quarterly period ending
July 31, 2003, we re-entered the development stage.  During the
development stage, we have raised additional capital and
commenced preparations to implement our business plan.

Prior to the issuance of this Form 10-KSB, we have not filed in a
timely manner our required reports with the Securities and
Exchange Commission ("SEC") for the quarterly periods ended July
31, 2003, October 31, 2003 and January 31, 2004 and this annual
report on form 10-KSB for the period ended April 30, 2004.  No
provision has been recorded in the accompanying financial
statements for the cost of actions, if any, that may be taken by
the SEC against the Company for its non-compliance during this
period (See Note 9 - Commitments and Contingencies).

Effective August 2, 2004, the Company changed its name to Nortia
Capital Partners, Inc.

2.   GOING CONCERN

As reflected in the accompanying financial statements, the
Company has a net loss of $163,464 and net cash used in
operations of $111,288 for the year ended April 30, 2004, a
deficit accumulated during the development stage of $163,464 at
April 30, 2004 and a working capital deficit of $183,721 at April
30, 2004.  Additionally, the Company is in default of $37,500 of
Debentures as of April 30, 2004 (see Note 5 - Debentures). During
the year ended April 30, 2004, the Company recorded other
comprehensive income of $139,052, net of $45,948 of unrealized
losses, comprised of unrealized gains and losses on available-for-
sale securities.  However, as discussed in Note 11 - Subsequent
Events, this temporary gain for the year ended April 30, 2004
would be significantly lower based upon the current stock price
of the securities comprising this gain.

The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its
business plan, raise capital, 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 future revenues through direct investments
into private companies, start-up companies, and through the
opportunities provided by turnaround companies. We also intend to
invest in the commercial real estate market. Additionally, we
will provide fee based business expertise through in-house




<PAGE>   F-7



                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


consultants and contract consultants. To date, our planned
principal operations have not yet commenced, and management is
devoting most of its efforts to general business planning,
raising capital, and developing business opportunities.

The time required for us to become profitable from operations is
highly uncertain, and we cannot assure you that we will achieve
or sustain operating profitability or generate sufficient cash
flow to meet our planned capital expenditures, working capital
and debt service requirements. If required, our ability to obtain
additional financing from other sources also depends on many
factors beyond our control, including the state of the capital
markets 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.

We cannot assure you that we will generate sufficient cash flow
from operations or obtain additional financing to meet scheduled
debt payments and financial covenants.  If we fail to make any
required payment under the agreements and related documents
governing our indebtedness or fail to comply with the financial
and operating covenants contained in them, we would be in
default.  The 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 inability of the Company to
continue as a going concern.

We obtained $170,000 of proceeds from the issuance of Debentures
this year and in August and September 2004, we have received
another $180,000 of proceeds from the issuance of Debentures. We
will utilize those funds to cover our current obligations.
Additionally, we determined that it was necessary to raise
additional capital to carry out the Company's business plan and
the Company anticipates the issuance of up to $1,000,000 of the
Company's common stock.  Additionally, we are planning on
obtaining additional cash proceeds in the next twelve months from
the issuance of securities to be determined.

As a result of the above items, we believe that we will have
sufficient operating cash to meet are required expenditures for
the next twelve months.



<PAGE>   F-8



                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


Note 3   Summary of Significant Accounting Policies
---------------------------------------------------

Accounting Estimates

When preparing financial statements in conformity with U.S. GAAP, our
management must make estimates based on future events which affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities as of the date of the financial
statements, and revenues and expenses during the reporting period.
Actual results could differ from these estimates.  Significant
estimates in the accompanying financial statements include the
evaluation of a beneficial conversion feature for debentures,
valuation of the fair value of financial instruments, valuation of
common stock granted for services and the valuation allowance for
deferred tax assets.

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

Accounts receivable result from the sale of the Company's
services and is reported at anticipated realizable value.  The
Company estimates its allowance for doubtful accounts based on a
specific identification basis and additional allowances as needed
based upon historical collections experience.  Accounts
receivable is considered past due if payment has not been
received from the customer within thirty days and management
reviews the customer accounts on a routine basis to determine if
an account should be charged off.

Beneficial Conversion Feature in Debentures

In accordance with EITF Issue 98-5, as amended by EITF 00-27, we
must evaluate the potential effect of any beneficial conversion
terms related to convertible instruments such as convertible debt
or convertible preferred stock.  The Company has issued several
debentures and a beneficial conversion may exist if the holder,
upon conversion, may receive instruments that exceed the value of
the convertible instrument.  Valuation of the benefit is
determined based upon various factors including the valuation of
equity instruments, such as warrants, that may have been issued
with the convertible instruments, conversion terms, value of the
instruments to which the convertible instrument is convertible,
etc.  Accordingly, the ultimate value of the beneficial feature
is considered an estimate due to the partially subjective nature
of valuation techniques.

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
accounts payable and accrued 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 recorded value at April 30, 2004.



<PAGE>    F-9



                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


Stock-Based Compensation

The  Company  accounts for stock options issued to  employees  in
accordance  with  the provisions of Accounting  Principles  Board
("APB")   Opinion  No.  25,  "Accounting  for  Stock  Issued   to
Employees,"  and related interpretations.  As such,  compensation
cost  is  measured  on the date of grant as  the  excess  of  the
current  market price of the underlying stock over  the  exercise
price.    Such  compensation  amounts  are  amortized  over   the
respective  vesting  periods of the option  grant.   The  Company
adopted the disclosure provisions of SFAS No. 123 "Accounting for
Stock-Based Compensation," and SFAS No. 148 "Accounting for Stock
Based  Compensation - Transition and Disclosure,"  which  permits
entities  to  provide pro forma net income (loss) and  pro  forma
earnings  (loss) per share disclosures for employee stock  option
grants as if the fair-valued based method defined in SFAS No. 123
had been applied.

The Company accounts for stock options or warrants issued to non-
employees for goods or services in accordance with the fair value
method  of  SFAS 123.  Under this 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.   At  April 30, 2004, the Company had no stock options  or
warrants outstanding.

Revenue Recognition

The Company recognizes revenues in accordance with the guidance
in the Securities and Exchange Commission Staff Accounting
Bulletin 104. Revenue is recognized when persuasive evidence of
an arrangement exists, as services are provided over the term of
a service contract, and when collection of the fixed or
determinable selling price is reasonable 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.

Income Taxes

Income taxes are accounted for under the asset and liability
method of Statement of Financial Accounting Standards 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.




<PAGE>   F-10




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


Loss per Common Share

Basic earnings per share are computed only on the weighted
average number of common shares outstanding during the respective
periods.  There were no additional common stock equivalents or
other items to adjust the numerator or denominator in the EPS
computations.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net loss as currently
reported by the Company adjusted for other comprehensive income,
net of comprehensive losses. Other comprehensive income for the
Company consists of unrealized gains and losses related to the
Company's equity securities accounted for as available-for-sale
with changes in fair value recorded through stockholders' equity

New Accounting Standards

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN
45), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others," which established additional accounting and disclosure
requirements when an enterprise guarantees the indebtedness of
others.  The enterprise providing the guarantee is required to
recognize a liability for the fair value of the guarantee and
disclose the information in its interim and annual financial
statements.  The Company has recorded a liability for the fair
value of a guarantee at December 31, 2003 (See Short-Term and
long-Term Debt Note 9).

In December 2002, the FASB issued Statement No. 148 (FAS 148),
"Accounting for Stock-Based Compensation-Transition and
Disclosure" which amends FASB No. 123 (FAS 123), "Accounting for
Stock-Based Compensation." FAS 148 provides alternative methods
of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation and
amends the disclosure requirements of FAS 123 to require
disclosures in both the annual and interim financial statements
about the method of accounting for stock-based employee
compensation and the effect of the method used on reported
results. The transition guidance and disclosure provisions of FAS
148 were effective for the Company's financial statements issued
for the first quarter of 2003. The adoption of SFAS 148 did not
have a significant impact on our financial position and results
of operations.

In January 2003, the FASB issued FASB Interpretation No. 46 (FIN
46), "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," which as an interpretation defines
when and who consolidates a "variable interest entity," or
"VIE."  This new consolidation model applies to entities (i)
where the equity investors (if any) do not have a controlling
financial interest, or (ii) whose equity investment at risk is
insufficient to finance that entity's activities without
receiving additional subordinated financial support from other
parties and requires additional disclosures for all enterprises
involved with the VIE.  FIN 46 is effective during 2003 depending
on when the VIE is created.  We do not believe that the adoption
of FIN 46 will have a significant impact on our financial
position and results of operations.

In May 2003, the Financial Accounting Standards Board issued SFAS
No. 150 (SFAS 150), "Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity."  It
establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both
liabilities and equity. This standard is effective for financial
instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003.  The adoption of SFAS No.
150 did not have a significant impact on our financial position
and results of operations.




<PAGE>    F-11




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


4.     ACCOUNTS RECEIVABLE

Accounts receivable at April 30, 2004 represents the value of
securities due for services and is classified as non-current in
that the securities are classified as non-current (See Note 1 -
Revenue Recognition).

5.     INVESTMENTS

The following is a summary of the investments in available-for-
sale securities classified as current assets at April 30, 2004:

<TABLE>
<CAPTION>

Available-for-Sale    Cost     Gross       Gross    Estimated Fair
   Securities         ----   Unrealized  Unrealized     Value
   ----------                  Gains      Losses        -----
                               -----      ------
<S>                 <C>      <C>         <C>        <C>
Equity securities   $81,243    $5,000     $2,243       $84,000
                    =======    ======     ======       =======
</TABLE>


In November 2003, we issued $75,000 of debentures in exchange for
100,000 shares of freely trading common stock in the same
publicly held company discussed below.  In accordance with FAS
115 "Accounting for Certain Investments in Debt and Equity
Securities", we recorded the 100,000 shares of common stock as
"available-for-sale" securities, a current asset and the
resulting $5,000 unrealized gain has been classified as a
separate component of stockholders' equity - accumulated other
comprehensive income.

In April 2004, we purchased 5,000 shares of freely trading common
stock for $6,243 in the same publicly held company as discussed
above. In accordance with FAS 115, we recorded the 5,000 shares
of common stock as "available-for-sale" securities, a current
asset and the resulting $2,243 unrealized loss has been
classified as a separate component of stockholders' equity -
accumulated other comprehensive income (See Note 11 - Subsequent
Events).

The following is a summary of the investments in available-for-
sale securities classified as non-current assets at April 30,
2004:

<TABLE>
<CAPTION>
Available-for-Sale    Cost     Gross       Gross    Estimated Fair
   Securities         ----   Unrealized  Unrealized     Value
   ----------                  Gains      Losses        -----
<S>                 <C>      <C>         <C>        <C>
                               -----      ------
Equity securities   $103,705  $180,000    $43,705      $240,000
                    ========  ========    =======      ========
</TABLE>

In September 2003, we entered into a consulting contract with a
publicly traded company (See Note 6 - Debentures).  We are
providing consulting services to this company in exchange for
$240,000 to be paid to us in the form of one million two hundred
thousand (1,200,000) restricted shares of their common stock,
valued at $0.20 per share.  The term of the consulting agreement
is for twelve (12) months and the common stock will be payable on
a quarterly basis.  In January 2004, we received three hundred
thousand (300,000) shares as compensation for services and have
accounted for $146,301 of consulting fees earned during the year
ended April 30, 2004 as revenue, pro-rata over the contract term
in accordance with EITF 00-8 "Accounting by a Grantee for an
Equity Instrument to be Received in conjunction with Providing
Goods or Services" based on the $0.20 fair value on the contract
date.  In accordance with FAS 115, we recorded the restricted
shares as "available-for-sale" securities, a non-current asset
and the resulting unrealized gain of $180,000 has been classified
as a separate component of stockholders' equity - accumulated
other comprehensive income.



<PAGE>    F-12




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


In April 2004, we acquired 2,587,983 shares for a purchase price
of $43,705 representing approximately 11% of a publicly held
company that emerged from bankruptcy under Chapter eleven (11) of
the federal bankruptcy code. There is no active trading market
for the shares and the company is in the process of developing
its primary product to offer to the market but has not achieved
this progress as of the date of the accompanying financial
statements.  Accordingly, the Company has recorded an unrealized
loss for the entire $43,705 which is classified as a separate
component of stockholders' equity - accumulated other
comprehensive income.

The following represents information about securities held with
loss positions as of April 30, 2004:

<TABLE>
<CAPTION>

Securities in loss      Aggregate      Aggregate Fair
positions less          Unrealized         Value
than 12 months:          Losses            -----
---------------          ------
<S>                     <C>            <C>

Equity securities        $45,948           $4,000
                         =======           ======
</TABLE>


6.     DEBENTURES

From May 2003 through March of 2004, we received $170,000 of cash
proceeds from the issuance of debentures to several parties.  The
debenture terms are interest at ten percent (10%) per annum,
payable in twelve (12) months from the date of the debenture and
include a five percent (5%) penalty for any event of default.  As
previously discussed, we anticipate filing to become a BDC in the
near future.  Upon SEC acceptance of our BDC election, the
debenture holders may be granted the option of converting the
debenture into common stock of the Company at an exchange rate of
twenty-five cents ($0.25) per share.

We have evaluated the debenture to determine if a beneficial
conversion feature exists in accordance with EITF 98-5, as
amended by EITF 0027.  We have determined that the debentures are
not a convertible instrument in that the potential conversion
feature outlined in the debentures is not binding.

In November 2003, we issued $75,000 of debentures in exchange for
100,000 shares of freely trading common stock in a publicly held
company (see Note 5 - Investments).

In January 2004, we issued a $5,000 debenture to a third party
for legal services.  We accounted for the issuance as legal
expense in the accompanying statement of operations.

At April 30, 2004, we had $250,000 of debentures outstanding.
As of August 31, 2004, $37,500 of the Debentures discussed
previously is in default as the term was for one (1) year. The
debenture provisions include a penalty of five percent (5%) for
any default that occurs and this would total $1,875.  The Company
is in discussions with the debenture holders concerning the
default.



<PAGE>    F-13




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004



7.     STOCKHOLDERS' EQUITY

Capital Structure

We are authorized to issue up to 50,000,000 shares of our common
stock, $0.001 par value per share, of which 2,275,000 were issued
and outstanding at April 30, 2004.  The holders of the common
stock do not have any preemptive right to subscribe for, or
purchase, any shares of any class of stock.

We are authorized to issue up to 5,000,000 shares of our
preferred stock, $0.001 par value per share, of which none were
issued and outstanding at April 30, 2004.  Our preferred stock is
commonly referred as a "blank check preferred stock" as the Board
of Directors is authorized to establish the number of shares to
be included in each class or series and the preferences,
limitations and relative rights of each class or series, which
may include a conversion feature into common stock.

In March 2004, we granted 2,150,000 shares of our common stock
for compensation and board fees to two individuals.  There is no
active trading market for the Company's common stock and we
analyzed several methodologies to determine the value per share
for the stock issuance.  As a result of our research, we
determined that the appropriate methodology was to utilize the
net asset value of the Company immediately preceding the issuance
of the shares and determined that the valuation was $0.08 per
share, valued at on the grant date and expensed immediately as
$160,000 of compensation expense and $12,000 of directors fees as
there was no formal employment agreement or stated term.  At
April 30, 2004, the shares were not issued and have been recorded
as Common Stock Issuable in the accompanying Balance Sheet.

See Note 11 - Subsequent Events.

8. INCOME TAXES

There was $4,397 of income tax during 2004 and zero in 2003.  The
income  tax  for  2004  is  due  to non  deductible  stock  based
issuances,   which  were  considered  permanent  differences   by
Management.    The  Company's  tax  expense  differs   from   the
"expected"  tax  expense  for the period  ended  April  30,  2004
(computed  by applying the Federal Corporate tax rate of  34%  to
loss before taxes), as follows:

Computed "expected" tax expense (benefit)  $(54,083)
Non deductible stock based issuances         58,480
                                           --------
Tax expense                                $  4,397
                                           ========

There were no deferred assets or liabilities at April 30, 2004.

9.     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.



<PAGE>   F-14




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


We  currently do not have a lease and we are not paying rent  for
our  office  space.  It is being provided to the  Company  by  an
officer/director  free of charge (See Note  10  -  Related  Party
Transactions).  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 office in the near future and  that  the
cost of the space may be material to our operations.

As described in Note 1, we did not file any of the reports with
the SEC as required of SEC registrants. No provision has been
made in the accompanying financial statements for the cost of
actions, if any, that may be taken by the SEC against the Company
for its non-compliance during this period.

The Company has not filed required payroll tax reports with
applicable state and federal authorities as required.
Accordingly, the Company may be subject to penalties and fines
and no adjustment has been made in the accompanying Financial
Statements for this uncertainty.

All revenue for the year ended April 30, 2004 and accounts
receivable at April 30, 2004 are derived from one customer.
Our financial instruments that are potentially exposed to credit
risk consist primarily of cash, accounts receivable and accounts
payable, for which the carrying amounts approximate fair value.
At certain times during the year, our demand deposits held in
banks exceeded the federally insured limit of $100,000. At April
30, 2004, our demand deposits held in banks did not exceed the
$100,000 limit.

10.     RELATED PARTY TRANSACTIONS

At April 30, 2003, we had an accounts payable in the amount of
$3,113 to a shareholder/director who directly paid certain
expenses of the Company and these were non-interest bearing and
do not have any repayment terms. During the year ended April 30,
2004, we repaid $2,000 of these advances and at April 30, 2004,
$1,113 is included in due to related party on the accompanying
balance sheet.

We  currently do not have a lease and we are not paying  rent  on
our   space.  It  is  being  provided  to  the  Company   by   an
officer/director  free of charge (See Note 9  -  Commitments  and
Contingencies).

See Note 11 - Subsequent Events for other related party
transactions.

11.     SUBSEQUENT EVENTS

In May 2004, we entered into a consulting agreement with a third
party whereby the consultant will provide corporate business
development and consulting services for us.  The term of the
agreement is twenty-four (24) months and consultant will receive
a total of two hundred forty thousand (240,000) shares of the
Common Stock of the Company.  One hundred twenty thousand
(120,000) shares were granted and vested upon the execution of



<PAGE>    F-15




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


the agreement and the remaining shares will be earned at the rate
of 5,000 shares monthly and issued on a quarterly basis.  As of
July 31, 2004, an additional fifteen thousand (15,000) were
granted and vested, thus making the total shares vested one
hundred thirty five thousand (135,000) at July 31, 2004.  As
mentioned above, there is no active trading market for the
Company's common stock and we analyzed several methodologies to
determine the value per share for the stock issuance.  As a
result of our research, we determined that the appropriate
methodology was to utilize the net asset value of the Company
immediately preceding the issuance of the shares and determined
that the valuation was $0.03 per share, thus valued at the
issuance date at $4,050.  Due to the immaterial amount of the
valuation, the Company will elect to expense the entire $4,050
rather than recognize the amount evenly over the agreement term.
The remaining shares will be valued at each quarterly issuance
measurement date and such value recognized as expense over the
quarterly measurement period.

In May 2004, we transferred 7,500 of our available-for-sale
securities to a third party for payment of public relations
services for another publicly held company, the company mentioned
previously that we have an investment in and a consulting
agreement with.  The fair market value of the stock on the
transfer date was $0.28 per share or $2,100 and the Company will
record this amount as consulting expense and record a $3,525 loss
on the disposal of the securities.

In June 2004, we appointed our then President as the Chief
Executive Officer and the Chairman of the Board.

In June 2004, we appointed a new President and a director of the
Company.    The President will be compensated in the form of one
million (1,000,000) shares of Common Stock of the Company.
Additionally, the President will be compensated one hundred fifty
thousand (150,000) shares of Common Stock of the Company for
director services.  There is no active trading market for the
Company's common stock and we analyzed several methodologies to
determine the value per share for the stock issuance.  As a
result of our research, we determined that the appropriate
methodology was to utilize the net asset value of the Company
immediately preceding the issuance of the shares.  However, based
upon this analysis, the net asset value was a negative number and
could not be utilized.  The Company has determined that a nominal
value should be utilized and the valuation is $0.001 per share,
the par value of the stock, valued at on the grant date and will
be expensed immediately as $1,000 of compensation expense and
$150 of director's fees as there was no formal employment
agreement or stated term.

In June and July of 2004, we sold the remaining 97,500 available
for sale - current securities and received $14,405 of proceeds
and recognized a $64,738 loss on the sale of the securities.
In July 2004, we have evaluated the underlying 300,000 of
available for sale - non-current securities in accordance with
EITF 03-01 for a determination if the fair market value decrease
was other than temporary.  The original cost of $0.20 had a fair
market value of $2.15 in January 2004, but the fair market value
had been reduced to $0.12 per share as of July 31, 2004, or less
than the $.20 cost.  We have also evaluated the Company that
issued the shares and the Company has no revenues, is a
development stage company, has a stockholders' deficiency and an
accumulated deficit.  As a result of our analysis, the fair
market value at July 31, 2004 is $36,000 and we believe that the
impairment is other than temporary and will reverse the $180,000



<PAGE>    F-16




                        Nortia Capital Partners, Inc.
                    (f/k/a BF Acquisition Group I, Inc.)
                       (A Development Stage Company)
                       Notes to Financial Statements
                             April 30, 2004


previously recorded unrealized gain at April 30, 2004 and will
record a $24,000 other than temporary impairment loss at July 31,
2004.

In July 2004, our Chief Executive Officer and Chairman of the
Board, was elected President and a director of another publicly
held company, the company mentioned previously that we have an
investment in and a consulting agreement with.  Additionally, our
President and a director was also elected Chief Executive Officer
and a director of this other publicly held company, thereby
making this investment, an investment in affiliate commencing
July 2004.

In August and September 2004, we received $180,000 of proceeds
from the issuance of  Debentures.

In September 2004, we issued Common Stock certificates to
respective shareholders representing 3,330,000 shares of
previously authorized but unissued shares of our Common Stock.




<PAGE>    F-17