___________________________________________________________________________

                       UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549



                         FORM 10-K



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

           FOR THE FISCAL YEAR ENDED APRIL 30, 2005

                            OR

[ ]  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.
    ----------------------------------------------------
   (Exact name of registrant as specified in its charter)




            Nevada                           33-0967353
    ----------------------        ------------------------------
   (State of Incorporation)      (I.R.S. Employer Identification
                                               Number)

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

Registrant's telephone number, including area code: (770) 777-6795
                                                    --------------


Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----
Securities registered pursuant to Section 12(g) of the Act:

                      Title of each class

           Common Stock, par value $0.001 per share



<PAGE>



    Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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]


    Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not 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-K or any
amendment to this Form 10-K.   [X]

    Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2)
Yes  [ ]    No  [X]

    Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ]    No [X]

    The aggregate market value of common stock held by non-
affiliates of the Registrant on November 21, 2005, based on the
closing sales price on that date of $1.55, as reported by Pink
Sheets LLC, was $1.90.  For the purposes of calculating this
amount only, all directors and executive officers of the
Registrant have been treated as affiliates.  There were
24,351,639 shares of the Registrant's common stock outstanding
as of November 21, 2005, which number includes an immaterial
number of shares subject to cancellation.

___________________________________________________________________________




<PAGE>




                   NORTIA CAPITAL PARTNERS, INC.
                           FORM 10-K
              FOR THE FISCAL YEAR ENDED APRIL 30, 2005
                       TABLE OF CONTENTS


                                                                        Page

                               PART I

Item 1.  Business                                                         1

Item 2.  Properties                                                       7

Item 3.  Legal Proceedings                                                7

Item 4.  Submission of Matters to a Vote of Security Holders              8

                              PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                8

Item 6.  Selected Financial Data                                         10

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             10

Item 7A. Quantitative and Qualitative Disclosures about
         Market Risk                                                     28

Item 8.  Financial Statements and Supplementary Data                     29

Item 9   Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                             30

Item 9A. Controls and Procedures                                         30

Item 9B. Other Information                                               30

                             PART III

Item 10. Directors and Executive Officers of the Registrant              30

Item 11. Executive Compensation                                          33

Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters                      35

Item 13. Certain Relationships and Related Transactions                  36

Item 14. Principal Accountant Fees and Services                          36

                             PART IV

Item 15. Exhibits and Financial Statement Schedules                      37

Signatures                                                               38



<PAGE>


                              PART I
Item 1.	Business

Nortia Capital Partners, Inc.

    Nortia Capital Partners, Inc. ("Nortia", "we", "us", "our",  or
the "Company") is an Atlanta-based firm that elected to become a
Business Development Corporation ("BDC") in January 2005,
pursuant to the provisions of Section 54(a) of the Investment
Company Act of 1940 (the "1940 Act").  The Company operates as a
BDC for regulatory oversight and reporting purposes and
currently intends to elect to be treated as a Regulated
Investment Company, or RIC, under Subchapter M of the Internal
Revenue Code of 1986, or the Code, for tax purposes.  (See the
following section for a broader discussion of the operating
environment of BDCs and RICs.  See also "Risk Factors.")  As a
BDC, the Company is, in effect, a publicly traded private equity
fund, where stockholders provide capital in a regulated
environment for private investment in a pool of short- and long-
term investments.  Congressional intent behind the creation of
BDCs was to encourage the flow of public capital to private and
smaller public companies.

    The Company currently expects to invest in emerging and
development-stage companies that intend to be listed and trading
on US equity markets, including the OTC Bulletin Board.  It is
intended that the primary use of Company resources is to invest
in private and micro-cap companies that typically lack the necessary
capital and depth of management to expand their businesses.

    For the period between January 4, 2005 (commencement of our
status as a BDC) and April 30, 2005, we explored certain
investment opportunities, but did not invest in any portfolio
companies.  In July 2005, subsequent to the end of our fiscal
year, we entered into an agreement, as our first project, to
acquire a minority equity interest in Holley Communications
Investment, Inc.

Operating and Regulatory Structure

    Our investment activities are managed by our executive officers
and supervised by our board of directors, a majority of whom are
independent.  As a BDC, we are required to comply with certain
regulatory requirements.  For example, we generally cannot co-
invest in any portfolio company with any of our affiliates
without an exemptive order from the Securities and Exchange
Commission, or the "SEC."  Also, while we are permitted to
finance investments using debt, our ability to use debt is
limited in certain significant respects.  We are not currently
in compliance with all of the rules and regulations related to
operating as a BDC.

    In January 2005, we filed an election to become subject to the
1940 Act, such that we could commence conducting our business
activities as a BDC.  In June 2005, we determined to commence an
offering of shares of our common stock as a BDC in accordance
with the exemption from the registration requirements of the
Securities Act of 1933 as provided by Regulation E.

    In connection with that prospective offering, we filed a Form 1-E
with the SEC, which was reviewed in the ordinary course and a
comment letter was issued.  As a result, we currently understand
that we may be out of compliance with certain of the rules and
regulations governing the business and affairs, financial
status, and financial reporting items required of BDCs.  We are
making every effort to comply as soon as is practicable with the
relevant sections of the 1940 Act and are working with our
counsel to accomplish that compliance.  We have not yet sold or
issued any shares under our proposed offering and, until the
completion of this process; we have voluntarily suspended the
proposed offering.

     While we are seeking to comply with the 1940
Act, we cannot provide any specific time frame for full
compliance.  We cannot predict with certainty what, if any,
regulatory or financial consequences may result from the
foregoing.

    We currently intend, as soon as practicable, to elect to be
treated for federal income tax purposes as an RIC, although in
order to make an effective election, we must, among other things,
distribute most of our net income and meet certain income and
diversification of investment assets requirements. No assurance
can be provided that the Company will meet the requirements for
election of RIC treatment in the near future or ever. For these
and other risks related to the tax treatment of the Company
see "Risk Factors."

Investment Objectives and Policies

    Our investment objective is to achieve capital gains and, to a
lesser extent, current income.  In order to achieve this
objective, we currently intend to invest in public and private
companies in a wide array of industries, including
manufacturing, distribution, and service industries, throughout
the United States.  We may also invest to a limited extent in
selected transactions world-wide, to the extent that such
investments are consistent with the


                                  -1-



<PAGE>



limitations on such investing by BDCs under the 1940 Act.
Furthermore, we plan to target emerging growth companies that
have an executable business plan for growth and a well-managed
infrastructure.

Investment Strategy

    The Company intends to seek to invest in companies that it
believes present opportunities for superior performance through
liquidity events, internal growth, product, or geographic expansion,
the completion of complementary add-on acquisitions, or industry
consolidations.  The Company currently expects to invest, providing
both subordinated debt and equity, to certain portfolio companies
and only subordinated debt or equity to others.

    The Company would be comfortable as either a majority or
minority investor, without a fixed time horizon for the
investments.  This should allow for long-term commitments.  The
Company can continue to provide capital for add-on acquisitions
that help build value after the initial closing.
The Company's investment objectives and policies are subject to
change by a majority affirmative vote of the Company's Board of
Directors.

Managerial Assistance

    As a BDC, we are generally required to make managerial
assistance available to our portfolio companies.  When requested
the Company will provide guidance and counseling concerning
their management, operations, business objectives, and policies.
Additionally, it our current intention to provide advisory
services for management buyouts, recapitalizations, and the
growth and capital needs of emerging growth companies.  The
Company intends to provide fee-based business expertise through
in-house and contract consultants.

    The Company's management has in-depth experience in the US
public capital markets and can assist companies with the process
of going public or seeking liquidity events, as well as developing
strategies for creating stockholder value once those companies
are public or liquidity events are achieved.  The Company has
relationships with potential service providers in this process
that include, legal, accounting, public relations, market makers,
investment banking firms and investors.

Investment Process

    Management has an aggregate of  38 years of collective experience
in mergers and acquisitions and plans to work with both buy-side
and sell-side portfolio companies to accomplish their individual
goals by implementing the following steps:

    (A)  Develop detailed understanding of management's expected outcomes;

    (B)  Develop a timetable for transaction;

    (C)  Validate proposed transaction terms with select buyers or
         sellers and select institutional investors or lenders;

    (D)  Finalize financing strategy and market positioning;

    (E)  Perform due diligence;

    (F)  Prepare executive summary and presentation materials -
         including financial model;

    (G)  Pre-screen and contact potential buyers or sellers;

    (H)  Coordinate principal meetings;

    (I)  Coach management on how to communicate and negotiate with
         buyers and sellers and generally facilitate the interactions
         between management and buyers or sellers;

    (J)  Assist with the preparation of responses to due diligence
         requests;


                                  -2-


<PAGE>




    (K)  Assist with the negotiation of term sheets with interested
         parties; and

    (L)  Work with management and the investor or lender to complete
         due diligence process and negotiate final closing documents.

Due diligence

    We conduct diligence on prospective portfolio companies
consistent with what our management believes to be the best practices
approach adopted by others in the industries in which such opportunities
exist.  We believe that our management has the ability and knowledge to
conduct appropriate and extensive due diligence investigations prior to
our investing in a prospective portfolio company.  In conducting
our due diligence, we use publicly available information, as
well as information derived from former and current management
teams, consultants, competitors, and investment bankers and the
direct experience of our management and consultants.

    Our due diligence may typically include:

    *  review of historical and prospective financial information;

    *  on-site visits;

    *  interviews with management, employees, customers and vendors
       of the potential portfolio company;

    *  review of senior loan documents;

    *  background checks on management; and

    *  research relating to the company's management, industry,
       markets, products and services, and competitors.

    Upon the completion of due diligence and a decision to proceed
with an investment in a company, our management presents the
opportunity to our board of directors, which determines whether
to pursue the potential investment.  Additional due diligence
with respect to any investment may be conducted on our behalf by
attorneys and independent accountants prior to the closing of
the investment, as well as other outside advisers, as appropriate.

Valuation Policies

Valuation of Portfolio Investments

    As a business development company, the Company's business plan
calls for it to invest primarily in illiquid securities issued
by private companies ("Private Investments").  These Private
Investments are generally subject to restrictions on resale and
generally have no established trading market.  The Company
values its Private Investments at fair value as determined in
good faith by the Company's board of directors in accordance
with the Company's valuation policy.  The Company determines
fair value to be the amount for which an investment could be
sold in an orderly disposition over a reasonable period of time
between willing parties other than in a forced or liquidation
sale.  The Company's valuation policy is intended to provide a
consistent basis for establishing the fair value of the
portfolio.  The Company intends to record unrealized
depreciation on investments when it believes that an asset has
been impaired and full collection for the loan or realization of
an equity security is doubtful.  Conversely, the Company intends
to record unrealized appreciation if it has a clear indication
that the underlying portfolio company has appreciated in value
and, therefore, the Company's security has also appreciated in
value.  Under this valuation policy, the Company does not
consider temporary changes in the capital markets, such as
interest rate movements or changes in the public equity markets,
in order to determine whether an investment in a private company
has been impaired or whether a private investment has increased
in value.  The value of investments in public securities is
determined using quoted market prices discounted for
restrictions on resale.


                                  -3-


<PAGE>



    Equity Securities

    Equity interests in portfolio companies for which there is no
liquid public market are valued based on the enterprise value of
the portfolio company, which is determined using various
factors, including cash flow from operations of the portfolio
company and other pertinent factors such as recent offers to
purchase a portfolio company's securities or other liquidation
events.  The determined fair values are generally discounted to
account for restrictions on resale and minority control
positions.

    The value of the Company's equity interests in public companies
for which market quotations are readily available is based upon
the closing public market price for the last day up to and
including the balance sheet date.  Securities that carry certain
restrictions on sale are typically valued at a discount from the
public market value of the security.

    Loans and Debt Securities

    For loans and debt securities, to the extent that we invest in
them, fair value generally approximates cost unless the
borrower's condition or external factors lead to a determination
of fair value at a lower amount.  When the Company receives
nominal cost warrants or free equity securities ("nominal cost
equity"), the Company allocates its cost basis in its investment
between its debt securities and its nominal cost equity at the
time of origination.  At that time, the original issue discount
basis of the nominal cost equity is recorded by increasing the
cost basis in the equity and decreasing the cost basis in the
related debt securities.

Portfolio Valuation Process

    Our methodology includes the examination of, among other things,
the underlying investment performance, financial condition, and
market-changing events that impact valuation.  Because of the
type of investments that we make and the nature of our business,
this valuation process requires an analysis of various factors.
In our valuation process, we use the AICPA's definition of
"current sale," which means an "orderly disposition over a
reasonable period of time between willing parties other than in
a forced or liquidation sale."

    Our process for determining the fair value for a private finance
investment is applied consistently across our portfolio.  The
process is as follows.  First, we determine the portfolio
company's enterprise value as if we were to sell it in a
"current sale."  We then evaluate the amount of our debt and the
position of our debt in the portfolio company's capital
structure.  If the enterprise value of the portfolio company is
in excess of the amount of our last dollar of investment capital
given our priority in the capital structure, the fair value of
our investment will be considered to be our cost or perhaps,
given the structure of our particular security, greater than
cost if we are to share in equity appreciation.  If the
enterprise value of the portfolio company is less than our last
dollar of investment capital in the capital structure, then our
investment has declined in value and we need to reduce the fair
value of our investment and incur a charge to our earnings by
recognizing unrealized depreciation.

    Determining the enterprise value of a portfolio company, as if
that portfolio company were to be sold in a "current sale," is a
very complex process, where we must analyze the historical and
projected financial results of the portfolio company and analyze
the public trading market and private M&A market to determine
appropriate purchase price multiples.  In addition, a reasonable
discount to the value of our securities must also be reflected
when we may have restrictions such as vesting periods for
warrants or other factors.

Specific Considerations

    The valuation of illiquid private securities is inherently
subjective, and as a result, we must exercise good judgment in
our valuation process.  The ultimate goal is a reasonable
estimate of fair value determined in good faith.

    Methodologies to determine enterprise value:  There is no one
methodology to determine enterprise value.  Typically in the
private equity business, companies are bought and sold based
upon multiples of EBITDA, cash flow, revenues and in limited
instances book value.  In determining a multiple to use for
valuation purposes, we look to private M&A statistics,
discounted public trading multiples or industry practices.  In
determining the right multiple, one needs to consider not only
the fact that our portfolio company may be private relative to a
peer group, but one must consider the size and scope of our
portfolio company and its specific strengths and weaknesses.  In


                                  -4-


<PAGE>


some cases, when a portfolio company is at EBITDA breakeven or
slightly below but has excellent future prospects, the best
valuation methodology may be a discounted cash flow analysis
based upon future projections.  If a company is distressed, a
liquidation analysis may provide the best indication of
enterprise value.

    Discounts on common equity securities:  When determining the
value of common equity securities or warrants to purchase such
securities, we need to consider what type of discount to apply
to the value of the security if we are in a minority position,
have restrictions on resale, have specific concerns about the
receptivity of the M&A market to a specific company at a certain
time or other factors.  Generally, we find that we apply larger
discounts when we are new to an investment, and therefore, a
sponsor-controlled exit strategy has not yet been developed.  As
an investment in the portfolio matures, we generally need to
consider whether or not we should begin to reduce discounts,
especially if we are generally aware that the sponsor or
controlling shareholder group has begun to develop an exit
strategy.

    When we are the controlling shareholder, the discount imposed
should generally be less than in the case of a minority
position.  We may still contemplate the need to discount for the
current state of the M&A market or restrictions we may have
imposed on us due to our relationship with management or other
capital providers.

Competition

    Virtually all of our existing and potential competitors are
substantially larger and have considerably greater financial,
technical, and marketing resources than we do and, due to our
current limited capital, it may be difficult for us to compete
successfully with these other companies.  For example, some
competitors may have a lower cost of funds and access to funding
sources that are not available to us.  In addition, some of our
competitors may have higher risk tolerances or different risk
assessments, which could allow them to consider a wider variety
of investments and establish more relationships than us.
Furthermore, many of our competitors are not subject to the
regulatory restrictions that the 1940 Act imposes on us as a BDC.

Certain Government Regulations

    We operate in a highly regulated environment.  The following
discussion generally summarizes certain government regulations
applicable to business development companies.

Business Development Company.

    A BDC is defined and regulated by the 1940 Act.  A BDC must be
organized in the United States for the purpose of investing in
or lending to primarily private companies and making managerial
assistance available to them.  BDCs generally are designed to
provide stockholders with the ability to retain the liquidity of
a publicly traded stock, while sharing in the possible benefits,
if any, of investing in primarily privately owned companies.



                                  -5-


<PAGE>



        As a BDC, we may not acquire any asset other than "qualifying
assets" unless, at the time we make the acquisition, the value
of our qualifying assets represent at least 70% of the value of
our total assets.  The principal categories of qualifying assets
relevant to our business are:

*   Securities purchased in transactions not involving any
    public offering, the issuer of which is an eligible portfolio
    company;

*   Securities received in exchange for or distributed with
    respect to securities described in the bullet above or pursuant
    to the exercise of options, warrants or rights relating to such
    securities; and

*   Cash, cash items, government securities or high quality
    debt securities (within the meaning of the 1940 Act), maturing
    in one year or less from the time of investment.


An eligible portfolio company" means any issuer that:

    (A) Is organized under the laws of, and has its principle
business in, any state or states:

    (B) Is neither an investment company as defined in section 3 of
the 1940 Act (other than a Small business investment company
which is licensed by the Small Business Administration to
operate under the Small Business Investment Act of 1958 and
which is a wholly owned subsidiary of the business development
company) nor a company which would be an investment company
except for the exclusion from the definition of investment
company in section 3(c) of the 1940 Act, and

    (C) Satisfies one the following:

        (i)    It does not have any class of securities with respect
to which a member of a national securities exchange, broker, or
dealer may extend or maintain credit to or for a customer
pursuant to rules or regulations adopted by the Board of
Governors of the Federal Reserve System under section 7 of the
Securities Exchange Act of 1934;

        (ii)   It is controlled by a business development company,
either alone or as part of a group acting together, and such business
development company in fact exercises a controlling influence
over the management or policies of such Eligible Portfolio
Company and, as a result of such control, has an affiliated
person who is a director of such Eligible Portfolio Company;

        (iii)  It has total assets of not more than $4,000,000, and
capital and surplus (shareholders' equity less retained
earnings) of not less than $2,000,000, except that the SEC may
adjust such amounts by rule, regulation, or order to reflect
changes in one or more generally accepted indices or other
indicators for small businesses; or

        (iv)   It meets such other criteria as the SEC may, by rule,
establish.

    As a business development company, we are entitled to issue
senior securities in the form of stock or senior securities
representing indebtedness, including debt securities and
preferred stock, as long as each class of senior security has
asset coverage of at least 200% immediately after each such
issuance.  In addition, while any senior securities remain
outstanding, we must make provisions to prohibit any
distribution to our stockholders unless we meet the applicable
asset coverage ratio at the time of the distribution.  See "Risk
Factors."  Currently, we are not in compliance with this
requirement.  See "Recent Developments."

    We may also be prohibited under the 1940 Act from knowingly
participating in certain transactions with our affiliates
without the prior approval of our Board of Directors who are not
interested persons and, in some cases, prior approval by the
SEC.

    As with other companies regulated by the 1940 Act, a business
development company must adhere to certain substantive
regulatory requirements.  A majority of our directors must be
persons who are not interested persons, as that term is defined
in the 1940 Act.  Additionally, we are required to provide and
maintain a bond issued by a reputable fidelity insurance company
to protect us against larceny and embezzlement.  Furthermore, as
a business development company, we are prohibited from
protecting any director or officer against any liability to us
or our stockholders arising from willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of such person's office.

    We maintain a code of ethics that establishes procedures for
personal investment and restricts certain transactions by our
personnel.  Our code of ethics generally does not permit
investment by our employees in securities that may be purchased
or held by us.

    We may not change the nature of our business so as to cease to
be, or withdraw our election as, a business development company
unless authorized by vote of a "majority of the outstanding
voting securities," as defined in the 1940 Act.  A majority of
the outstanding voting securities of a company is defined under
the 1940 Act as the lesser of: (i) 67% or more of such company's
shares present at a meeting if more than 50% of the outstanding
shares of such company are present and represented by proxy or
(ii) more than 50% of the outstanding shares of such company.

    We expect that we will be periodically examined by the SEC for
compliance with the 1940 Act.

Regulated Investment Company Status.

    We currently intend to elect to be treated as an RIC under
Subchapter M of the Code as soon as practicable.  If we qualify as
an RIC and elect to be treated as an RIC, we generally will not be
taxed on our investment company taxable income or realized net
capital gains,


                                  -6-


<PAGE>



to the extent that such taxable income or gains are distributed,
or deemed to be distributed, to stockholders on a timely basis.

    If we elect to be treated as an RIC, in order to maintain that
status and to obtain the federal income tax benefits of that
status, we must, in general, (1) continue to qualify as a
business development company; (2) derive at least 90% of our
gross income from dividends, interest, gains from the sale of
securities and other specified types of income; (3) meet asset
diversification requirements as defined in the Code; and
(4) timely distribute to stockholders at least 90% of our annual
investment company taxable income as defined in the Code.  We
intend to take all steps necessary to qualify as an RIC.
However, there can be no assurance that we will be able to
qualify for such treatment in 2005 or any future year.

    As of the first day of our first taxable year as an RIC, we may
have assets (including intangible assets not reflected on our
balance sheet) with built-in gains (i.e., assets with a fair
market value in excess of their tax basis).  Unless we elect to
be taxable on such gains as of such date, we will be required to
pay corporate-level tax on the amount of any net built-in gains
we recognize within ten years after the effective date of our
election to be treated as an RIC.  We may, in that case, use any
available net operating loss carry-forwards of offset such
gains.  Otherwise, our net operating loss carry-forwards
cannot be utilized by us as a RIC.

    Taxable income generally differs from net income for financial
reporting purposes due to temporary and permanent differences in
the recognition of income and expenses, and generally excludes
net unrealized appreciation or depreciation, as gains or losses
are not included in taxable income until they are realized.  In
addition, gains realized for financial reporting purposes may
differ from gains included in taxable income to the extent we
recognize gains using installment sale treatment, which results
in the deferment of gains for tax purposes until notes received
as consideration from the sale of investments are collected in
cash.

    In the event we qualify to be treated as an RIC, dividends
declared and paid by us in a year generally will differ from
taxable income for that year as such dividends may include the
distribution of current year taxable income, the distribution of
prior year taxable income carried forward into and distributed
in the current year, or returns of capital.  We generally will
be required to distribute 98% of our taxable income during the
year the income is earned to avoid paying an excise tax.  If
this requirement is not met, the Code imposes a nondeductible
excise tax on RICs equal to 4% of the amount by which 98% of the
current year's taxable income exceeds the distribution for the
year.  The taxable income on which an excise tax is paid
generally will be carried forward and distributed to
stockholders in the next tax year.  Depending on the level of
taxable income earned in a tax year, we may choose to carry
forward taxable income in excess of current year distributions
into the next tax year and pay a 4% excise tax, as required.

Employees

    As of November 21, 2005, we had two full-time employees, neither
of whom is represented by a union.  We believe that our
relationship with our employees is good.

Item 2.	Properties

    We do not own any real estate or other physical properties
materially important to our operation.  Our administrative and
principal executive offices are located at 400 Hampton View
Court, Alpharetta, Georgia 30004.  We believe that our office
facilities are suitable and adequate for our business as it is
contemplated to be conducted.

Item 3.	Legal Proceedings

    On April 21, 2005, Mirador Consulting, Inc., filed a Complaint
against Nortia Capital Partners, a Florida corporation, in the County
Court in and for Palm Beach County, Florida, styled as Mirador
                                                       -------
Consulting, Inc., a Florida corporation, Plaintiff, vs. Nortia Capital
----------------------------------------------------------------------
Partners, Inc., a Florida corporation, Defendant, Case No.
------------------------------------------------
502005CC004932XXXXSB DIV RD.  Mirador alleged causes of action for
Breach of Contract and Unjust Enrichment/Quantum Meruit and sought
$10,000.00 in damages for payments allegedly due to Mirador pursuant
to a Consulting Agreement between Mirador and us dated December 22,
2004.  Pursuant to the terms of that Agreement, Mirador received
shares in our Company.

    On December 6, 2004, 16 days prior to the execution of the
Consulting Agreement, the defendant (the Florida corporation) was
merged with and into us and, as a result, ceased to exist.

   In June 2005, the court entered a default against the Florida
defendant.  A motion to set aside the default against the defendant
was granted on August 30, 2005.  A Motion to Dismiss the Complaint
With Prejudice was filed on September 16, 2005, and remains pending.
We believe that both the Florida defendant and we have
meritorious defenses to the Complaint.

    On September 1, 2005, we filed a Complaint against Mirador in the
Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach
County, Florida.  The case is styled Nortia Capital Partners, Inc., a
Nevada corporation v. Mirador Consulting, Inc., a Florida corporation,
Case No. 50 2005 CA 008373 XXXX MB AN.  The case seeks a Declaratory
Judgment from the Court declaring that Mirador is not entitled to
retain any of its shares in our Company, and that those shares should
be cancelled of record.



                                  -7-


<PAGE>



    On November 1, 2005, Mirador filed its Answer and Affirmative
Defenses to the Complaint, as well as a Counterclaim and Third Party
Complaint.  The essence of these pleadings is Mirador's allegation
that it performed the required services under the Consulting
Agreement, and that it is, therefore, entitled to retain its shares in
our Company and to receive $10,000.00 due to it under the Consulting
Agreement.  Mirador also claims other unspecified damages due to our
Company's refusal to issue Mirador an original stock certificate for
additional shares resulting from our Company's stock split on or about
February 28, 2005.  In its Third Party Complaint, Mirador also named
our President, among others, and alleged causes of action for tortuous
interference with contractual rights and conspiracy with the Company
in respect of such shares.  Our charter and bylaws provide indemnification
rights to our executive officers and directors.

     We believe that all named third-party defendants have meritorious
defenses to Mirador's Counterclaims, for the reasons set forth in our
Complaint.

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

    No matters were submitted to a vote of security holders during
our fourth fiscal quarter ended April 30, 2005.

                                PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
        Matters and Issuer Purchases of Equity Securities

PRICE RANGE OF COMMON STOCK

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

<TABLE>
<CAPTION>
                                                         Bid (1)
                                                         ---
                                                      High    Low
                                                      ----    ---
<S>                                                  <C>     <C>
Year ending April 30, 2005:
First Quarter.....................................   $0.80   $0.10
Second Quarter....................................   $1.20   $0.60
Third Quarter.....................................   $1.65   $0.55
Fourth Quarter....................................   $4.28   $2.50

Year ended April 30, 2004:
First Quarter.....................................   $0.25   $0.20
Second Quarter....................................   $1.90   $1.20
Third Quarter.....................................   $3.20   $2.00
Fourth Quarter....................................   $2.08   $2.20
___________

(1) Reflects one-for-ten reverse split with a record date of
    October 12, 2004, and two-for-one forward split with a record
    date of February 28, 2005.
</TABLE>

<TABLE>
<CAPTION>
                                            Closing Bid
                                               Price
                                            ------------
                                                           Premium of        Premium or
                                                           High Sales    Discounted of Low
                                                            Price to       Sales Price to   Declared
Year Ending April 30, 2005         NAV(3)   High    Low      NAV(4)            NAV(4)       Dividends
------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>     <C>      <C>            <C>              <C>
Third Fiscal Quarter (commencing
   January 4, 2005 (2))            $ (.03)  $ 1.65  $ 0.55     102%            105%            -0-
Fourth Fiscal Quarter              $ (.01)  $ 4.28  $ 2.50     100%            100%            -0-
</TABLE>

(1)  Reflects one-for-ten reverse split with a record date of
     October 12, 2004, and two-for-one forward split with a record
     date of February 28, 2005.

(2)  Date of our election to become regulated as a BDC under the
     1940 Act.


                                  -8-


<PAGE>



(3)  NAV per share is determined as of the last day in the
     relevant quarter and therefore may not reflect the NAV per share
     on the date of the high and low sales prices.  The NAVs shown
     are based on outstanding shares at the end of each period.
(4)  Calculated as of the respective high or low closing sales
     price divided by the quarter end NAV.

    While shares of our common stock currently trade in excess of
our net asset value, there can be no assurance, however, that
our shares will continue to trade at such a premium (to net
asset value).  On November 21, 2005, the last sales price of our
common stock was $1.55.  As of November 21, 2005, there were
approximately 400 holders of record of our common stock.

Penny Stock Rules

    The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks.  Penny stocks
are generally equity securities with a market price of less than
$5.00, other than securities registered on certain national
securities exchanges or traded on the NASDAQ system, if current
price and volume information with respect to transactions in
such securities is provided by the exchange or system.  The
penny stock rules require a broker-dealer, prior to a
transaction (by a person other than an established customer or
an "accredited investor") in a penny stock, among certain other
restrictions, to deliver a standardized risk disclosure document
prepared by the SEC, that: (a) contains a description of the
nature and level of risk in the market for penny stocks in both
public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of
the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for
penny stocks and the significance of the spread between the bid
and ask price; (d) contains a toll-free telephone number for
inquiries on disciplinary actions; (e) defines significant terms
in the disclosure document or in the conduct of trading in penny
stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC
shall require by rule or regulation.  In addition, the penny
stock rules require a uniform two day waiting period following
delivery of the standardized risk disclosure document and
receipt of a signed and dated acknowledgement of receipt of such
disclosure document before the penny stock transaction may be
completed.

    The broker-dealer also must provide, prior to effecting any
transaction (by a person other than an established customer or
an "accredited investor") in a penny stock, the customer with
(a) bid and offer quotations for the penny stock; (b) the
compensation of the broker-dealer and its salesperson in the
transaction; (c) the number of shares to which such bid and ask
prices apply, or other comparable information relating to the
depth and liquidity of the market for such stock; and (d) a
monthly account statement showing the market value of each penny
stock held in the customer's account.

    In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from those
rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written
agreement as to transactions involving penny stocks, and a
signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing
the trading activity for our common stock.  Therefore,
stockholders may have difficulty selling our securities.

DIVIDENDS

    We have never declared or paid cash dividends on our common
stock and do not anticipate paying cash dividends in the
foreseeable future.  We anticipate reinvesting profits, if any,
into the business.  As of the end of our 2005 fiscal year, our
board had not declared any dividends.

    We currently intend to elect to be treated as an RIC, under
Subchapter M of the Internal Revenue Code of 1986 as soon as
practicable.  Once elected, to maintain status as an RIC and
obtain the federal income tax benefits of such status, we must
distribute at least 90% of our ordinary income and realized net
short-term capital


                                  -9-


<PAGE>



gains in excess of realized net long-term capital losses, if
any, out of the assets legally available for distribution.  In
order to avoid certain excise taxes imposed on RICs, we
currently intend to distribute during each calendar year an
amount at least equal to the sum of (1) 98% of our ordinary
income for the calendar year, (2) 98% of our capital gains in
excess of capital losses for the one-year period ending on
October 31st and (3) any ordinary income and net capital gains
for preceding years that were not distributed during such years.
In addition, although we currently intend to distribute realized
net capital gains (i.e., net long-term capital gains in excess
of short-term capital losses), if any, at least annually, out of
the assets legally available for such distributions, we may in
the future decide to retain such capital gains for investment.

    We may not be able to achieve operating results that will allow
us to make dividends and distributions at a specific level or to
increase the amount of these dividends and distributions from
time to time.  In addition, we may be limited in our ability to
make dividends and distributions due to the asset coverage test
for borrowings when applicable to us as a business development
company under the 1940 Act and due to provisions in future
credit facilities.  If we do not distribute a certain percentage
of our income annually, we will suffer adverse tax consequences,
including possible loss of our status as an RIC.  We cannot
assure stockholders that they will receive any dividends and
distributions or dividends and cash or stock distributions at a
particular level.

Recent Sale of Unregistered Securities

    In April 2005, the Company initiated a private offering for the
issuance of up to 1,000,000 units at an offering price of $1.10
per share.  Each unit consisted of one share of the Company's
common stock and one two-year warrant to purchase the Company's
common stock at an exercise price of $2.00 per share.  Through
July 31, 2005, the Company had received $722,445 of net proceeds
from the issuance of the units, representing 657,064 shares of
common stock and 657,064 two-year warrants to purchase common
stock at $2.00 per share.  Of these amounts, during the three
months ended July 31, 2005, the Company received $635,793 of net
proceeds from the issuance of the units, representing 578,564
shares of common stock and 578,564 two-year warrants to purchase
common stock at $2.00 per share.

    From August 1, 2005 through August 31, 2005, the Company
received an additional $185,423 of net proceeds from the private
placement of units that it initiated in April 2005, representing
approximately 168,636 shares of common stock and 168,636 two-
year warrants to purchase common stock at $2.00 per share.  The
shares and warrants are to be issued upon closing of the private
offering.  As a result, at August 31, 2005 the Company has
received $907,867 of net proceeds from the private placement and
has 825,700 of shares issuable and 825,700 of two-year warrants
to purchase common stock at $2.00 per share.

Item 6.	Selected Financial Data

    The Statement of Operations, Per Share, and Balance Sheet data
for the periods ended April 30, 2005, and 2004, are derived from
our financial statements that have been audited by Salberg &
Company, PA, our independent registered public accounting firm.
The Statement of Operations, Per Share, and Balance Sheet data
for the period ended April 30, 2004, are derived from our
financial statements that have been audited by Ahearn, Jasco &
Company, P.A., our former independent registered public
accounting firm.  Information in response to this Item is
incorporated herein by reference to the tables in Notes 11 and 13
of the accompanying  Financial Statements.  This selected financial
data should be read in conjunction with our financial statements
and related notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included
elsewhere in this Annual Report.


Item 7.	Management's Discussion and Analysis of Financial
        Condition and Results of Operations

    The following analysis of our financial condition and results
of operations should be read in conjunction with our financial
statements and the notes thereto contained elsewhere in this
Annual Report.  We may use words such as "anticipates,"
"believes," "expects," "intends", "will", "should," "may" and
similar expressions to identify forward-looking statements.


                                  -10-


<PAGE>



Such statements are based on currently available operating,
financial and competitive information and are subject to various
risks and uncertainties that could cause actual results to
differ materially from our historical experience and our present
expectations.  Undue reliance should not be placed on such
forward-looking statements, as such statements speak only as of
the date on which they are made.  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-K. We undertake no duty to update any forward-looking
statements made herein.  Additional information regarding these
and other risks and uncertainties is also contained in our other
periodic filings with the SEC.

    Certain statements in this report that relate to estimates or
expectations of our future performance or financial condition
may constitute "forward-looking statements."  The forward-
looking statements involve risks and uncertainties, including,
but not limited to, statements as to:

*   our future operating results;

*   our business prospects and the prospects of our portfolio companies;

*   the impact of investments that we expect to make;

*   the dependence of our future success on the general economy
    and its impact on the industries in which we invest;

*   the ability of our portfolio companies to achieve their objectives;

*   our expected financings and investments;

*   the adequacy of our cash resources and working capital; and

*   the timing of cash flows, if any, from the operations of
    our portfolio companies.

Overview

Nortia Capital Partners, Inc. ("Nortia", "we", "us", "our", or
the "Company") is a publicly held Atlanta, Georgia based firm that
during the period covered by this report is in the development stage
since it has not generated significant revenue from 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 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 implement
our business plan.

        Prior to October 8, 2004, we had not filed in a timely manner our
required reports with the 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.  On October
8, 2004, all of these reports were filed.  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 us for our non-
compliance during this period

       Prior to November, 2005, we had not filed in a timely manner
our required annual report with the SEC for the on Form 10-K for the
period ended April 30, 2005.  In November, 2005, this report was
filed.  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 us for our non-compliance during this period.

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

       On October 15, 2004, we entered into a definitive share Exchange
Agreement with Global Life Sciences, Inc. ("Global"), a publicly
traded Nevada corporation, which then changed its name to "Nortia
Capital Partners, Inc."  On December 2, 2004, the Exchange Agreement
was consummated and, pursuant to its terms, we became a wholly owned
subsidiary of the Nevada corporation in a transaction accounted for as
a recapitalization of the Company (See Note 6 - Recapitalization).  On
December 3, 2004, we were merged into the Nevada corporation with the
Nevada corporation surviving.  As a result of the recapitalization, we
are no longer a Florida corporation and are now organized under the
laws of the State of Nevada.

    As of January 2005, we elected to be treated as a business
development company under the 1940 Act.  As such, we are required to
comply with certain regulatory requirements.  For instance, we generally
have to invest at least 70% of our total assets in "qualifying assets,"
including securities of private or thinly traded public U.S. companies,
cash equivalents, U.S. government securities, and high-quality debt
investments that mature in one year or less.  In addition, for
federal income tax purposes, we currently intend to elect to be
treated as an RIC under Subchapter M of the Code.  Pursuant to
this election and assuming we qualify as an RIC, we generally
will not have to pay corporate-level federal income taxes on any
income we distribute to our stockholders.  (We may, however, be
required to pay a corporate level tax on certain built-in gains
recognized after the effective date of our RIC election.)  If we
fail to qualify as an RIC, or if we choose not to make such
election, we will be subject to corporate-level income taxes,
which could substantially reduce our net assets, the amount of
income available for distribution and the amount of our
distributions.  We executed an agreement regarding our first
investment since electing to be regulated as a BDC in July 2005.

    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-K, as well as the discussion hereunder.

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

    We were 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


                                  -11-


<PAGE>


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 October 8, 2004, we had not filed in a timely manner
our required reports with the 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.  On October 8, 2004, we filed all required
reports.  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 operate 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.

    We are a business development company engaged in making
investments in operating companies that desire to go public or
engage in a liquidity event but that otherwise lack the
institutional infrastructure, capital resources, or management
expertise necessary to accomplish such liquidity events.  For
many companies, going public or engaging in a liquidity event is
a challenging process.  We have developed investment and due
diligence processes that we believe will allow us to identify
companies that possess the qualities and characteristics
necessary to undertake such liquidity events successfully.

    On January 4, 2005, we filed Form N-54A with the SEC and elected
to be regulated as a BDC pursuant to Section 54 of the
Investment Company Act of 1940.  As a result of our new status,
we now operate as an investment company and plan to announce a
number of investments in the future, each of which will be
designed to build an investment portfolio and enhance the
Company's shareholder value.  It is our intention to provide
capital and advisory services for management buyouts,
recapitalizations, and the growth and capital needs of emerging
growth companies. As a BDC, we currently expect to derive our
revenues through direct investments into private companies,
start-up companies, and through the opportunities provided by
turn around companies.  Additionally, we intend to provide fee
based business expertise through in-house consultants and
contract consultants.

    As a BDC, we will be structured in a manner more consistent with
our current business strategy.  As a result, we believe we are
positioned to raise capital in a more efficient manner and to
develop and expand our business interests.  We do not intend to
limit potential investments to just one line of business or
industry, as the investments, in total, will enhance value to
stockholders through capital appreciation and payments of
dividends to us by our investee companies.

    BDC regulation was created in 1980 by Congress to encourage the
flow of public equity capital to private and small public
companies in the United States.  BDC's, like all closed-end
funds (and mutual funds), are regulated by the 1940 Act.  BDC's
report to stockholders like traditional operating companies and
file regular quarterly and annual reports with the SEC.  BDC's
are required to make available significant managerial assistance
to their portfolio companies.

    The results of operations for 2005 are divided into two periods.
The eight-month period, representing the period May 1, 2004
through December 31, 2004, reflects the Company's results prior
to operating as a BDC.  The four-month period from January 1,
2005 through April 30, 2005, reflects our results as a BDC.
Accounting principles used in the preparation of the financial
statements beginning January 1, 2005 are different from those of
prior periods and, therefore, the financial position and results
of operations of this period is not directly comparable.  The
primary differences in accounting principles related to the
carrying value of investments and accounting for income taxes -
see corresponding notes later for further discussion.

    As reflected in the accompanying financial statements, we have a
net loss of $3,704,595 and net cash used in operations of
$285,011 for the four months ended April 30, 2005 as a BDC, a
net loss of $902,119 and net cash used in operations of $247,805
for the eight months ended December 31, 2004 prior to election
as a BDC.  Additionally, we have a working capital deficiency of
$129,629, a stockholders' deficiency of $129,629, an accumulated
deficit of $12,398 and a deficit accumulated during the
development stage of $4,770,177 at April 30, 2005.

    Our ability to continue as a going concern is dependent on the
ability to further implement our business plan as a BDC, raise
capital, and generate revenues.  We presently do not have
sufficient revenues to cover our incurred expenses. Our


                                  -12-


<PAGE>



management recognizes that we must generate additional resources
to enable us to pay our obligations as they come due, and that
we must ultimately successfully 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, we expect to meet our current capital requirements
for the next 12 months pursuant to future sales of our common
stock, and, to a limited degree, from revenues derived from our
business operations as a BDC.

Recent Developments

    On February 17, 2005, the Company announced that its Board of
Directors had approved a two-for-one stock split of its common
shares.  The record date for the split was February 28, 2005 and
the pay date was March 3, 2005.  In accordance with SFAS 128,
the Company has retroactively presented the effect of the stock
split for all periods presented in the accompanying Financial
Statements for all share and per share data.

    At January 31, 2005, we had $504,000 of ten percent debentures
outstanding.  Utilizing an effective date of April 15, 2005, the
entire $504,000 was exchanged for the Company's common stock at
an exchange rate of $0.25 per share.  An additional number of
shares equal to 20% of the debenture principal exchange shares
were granted in lieu of accrued interest and penalties.  As of
January 31, 2005, $228,000 of the Debentures were in default as
the term was for one year and the debenture provisions included
a penalty of five percent for any default that occurs.  As a
result of the debenture exchange, we have recorded 2,427,200
shares of our common stock as issuable at April 30, 2005 and
recorded a loss on exchange of the debt in the amount of
$2,104,285 in the accompanying Statement of Operations.  The
loss on the exchange of the debt was calculated utilizing a
$1.10 per share fair market value for our common stock, obtained
from a recent private placement offering.

    From November 2004 through February of 2005, we received
$188,000 of proceeds from the issuance of promissory notes to
several parties.  The promissory note terms bear interest at 10%
per annum, payable 90 days from the date of the promissory
notes.  Utilizing an effective date of April 15, 2005, the
entire $188,000 was exchanged for the Company's common stock at
an exchange rate of $0.25 per share.  No shares of common stock
were offered in exchange for accrued interest, which was to be
forgiven in accordance with the terms of the exchange documents.
As a result of the promissory note exchanges, we have recorded
752,000 shares of our common stock as issuable at April 30, 2005
and recorded a loss on exchange of the debt in the amount of
$634,273 in the accompanying Statement of Operations.  The loss
on the exchange of the debt was calculated utilizing a $1.10 per
share fair market value for our common stock, obtained from a
recent private placement offering.

    In April 2005, the Company initiated a private offering for the
issuance of up to 1,000,000 units at an offering price of $1.10
per share.  Each unit consists of one share of the Company's
common stock and one two-year warrant to purchase the Company's
common stock at an exercise price of $2.00 per share.  Through
July 31, 2005, the Company had received $722,445 of net proceeds
from the issuance of the units, representing 657,064 shares of
common stock and 657,064 two-year warrants to purchase common
stock at $2.00 per share.  Of these amounts, during the three
months ended July 31, 2005, the Company received $635,793 of
net proceeds from the issuance of the units, representing 578,564
shares of common stock and 578,564 two-year warrants to purchase
common stock at $2.00 per share.

    From August 1, 2005 through August 31, 2005, the Company
received an additional $185,423 of net proceeds from the private
placement of units that it initiated in April 2005, representing
approximately 168,636 shares of common stock and 168,636 two-
year warrants to purchase common stock at $2.00 per share.  The
shares and warrants are to be issued upon closing of the private
offering.  As a result, at August 31, 2005 the Company has
received $907,867 of net proceeds from the private placement and
has 825,700 of shares issuable and 825,700 of two-year warrants
to purchase common stock at $2.00 per share.

    In May 2005, Harrysen Mittler resigned as Chief Financial
Officer and a director.  In connection with his resignation, and
effective May 31, 2005, Robert Hunziker was appointed Chief
Financial Officer and a director.


                                  -13-


<PAGE>



    In June 2005, the Company filed a Registration Statement on Form
S-8 with the SEC for the registration of 250,000 shares of the
Company's common stock at an issuance price of $1.00 per share.
In July 2005, 125,000 of these shares were issued to William
Bosso as compensation for services as Chief Executive Officer of
the Company and 125,000 shares were issued to Matthew Henninger
for services as President of the Company.  As it has been
determined that these shares may not have been validly granted,
because, under certain circumstances, a BDC may not issue stock
for services, such issuances have been voluntarily rescinded.

    In June 2005, the Company filed Form 1-E with the SEC regarding
the Company's intent to offer up to 600,000 shares of its common
stock at $0.25 per share to holders of the Company's promissory
notes in exchange therefor.  In connection with that prospective
offering, we filed a Form 1-E with the SEC, which was reviewed in
the ordinary course and a comment letter was issued.  As a result,
we currently understand that we may be out of compliance with
certain of the rules and regulations governing the business and
affairs, financial status, and financial reporting items required
of BDCs.  We are making every effort to comply as soon as is
practicable with the relevant sections of the 1940 Act and are
working with our counsel to accomplish that compliance.  We have
not yet sold or issued any shares under our proposed offering
and, until the completion of this process; we have voluntarily
suspended the proposed offering. As of the date of this filing,
no shares have been issued under the 1-E in exchange for the
promissory notes.

    In July 2005, the Company announced the execution of a
definitive Share Exchange Agreement by and among Holley
Communications, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company ("Investment Sub"), Holley
Communications Canada, Inc., a Canadian Corporation ("Holley
Canada"), and us.  Pursuant to the Share Exchange Agreement and
subject to certain closing conditions, Investment Sub will issue
28,500,000 shares of its common stock, equivalent to 95% of its
then-issued and outstanding common stock, to Holley Canada.  In
exchange, Holley Canada will transfer and assign all of Holley
Canada's equity interest in Holley Communications Investment,
Inc., a British Virgin Islands company, to Investment Sub.  In
accordance with the Company's status as a BDC, the current
expectation is that following completion of transactions
contemplated in the Share Exchange Agreement, the Company will
register and distribute as a special dividend to the
stockholders of the Company, substantially all the Company's
shares in Investment Sub.  Holley Communications is a provider
of wireless communication technology application and integrated
solutions in China.  Specifically, it is engaged in two segments
of the mobile communications business:  a handset segment and a
system integration segment.  Its handset segment focuses on
research and development, operation, distribution and retail and
provides customers with handset solutions, reference design,
module and handset.  Its system segment focuses on voice quality
enhancement system application, integration, sales and
engineering services.

   In January 2005, we filed an election to become subject to
Sections 55 through 65 of the Investment Company Act of 1940,
such that we could commence conducting our business activities
as a BDC.  In June 2005, we determined to commence an offering
of shares of our common stock as a BDC in accordance with the
exemption from the registration requirements of the Securities
Act of 1933 as provided by Regulation E.  In connection with
that prospective offering, we filed a Form 1-E with the SEC,
which was reviewed in the ordinary course and a comment letter
was issued.  As a result, we currently understand that we may be
out of compliance with certain of the rules and regulations
governing the business and affairs, financial status, and
financial reporting items required of BDCs.  We are making every
effort to comply as soon as is practicable with the relevant
sections of the 1940 Act and are working with our counsel to
accomplish that compliance.  We have not yet sold or issued any
shares under our proposed offering and, until the completion of
this process; we have voluntarily suspended the proposed
offering.  While we are seeking to comply with the 1940 Act, we
cannot provide any specific time frame for full compliance.  We
cannot predict with certainty what, if any, regulatory or
financial consequences may result from the foregoing.

    The Company granted and issued common stock for consulting
services both before and after its election as a BDC on January
4, 2005, which may have violated certain sections of the 1940
Act.  Management is taking action to remedy such potential
violations including termination of certain consulting
agreements and attempting to reacquire and cancel such shares
issued pursuant to the agreement.  As the result of such action,
the Company may incur liabilities to the consultants which
management could not estimate as of the date of this Report.
The Company may need to make further changes to its capital
structure in connection with becoming compliant with the 1940
Act asset coverage requirements.

    The above matters may result in certain contingent liabilities
to the Company as a result of potential actions by the SEC or
others against the Company.  Such contingent liabilities could
not be estimated by management as of the date of this Annual
Report.  The outcome of the above matters could have a
significant impact on our ability to continue as a going
concern.

Going Concern

    As discussed in Note 2 to the financial statements, the
Company's recurring losses from operations, net loss of
$3,704,595, and net cash used in operations of $285,011 for the


                                  -14-


<PAGE>



four months ended April 30, 2005 as a BDC; a net loss of
$902,119 and net cash used in operations of $247,805 for the
eight months ended December 31, 2004 prior to election as a BDC;
working capital deficiency of $129,629, a stockholders'
deficiency of $129,629, an accumulated deficit of $12,398, and a
deficit accumulated during the development stage of $4,770,177
at April 30, 2005, respectively, 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.

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 SEC has
defined the most critical accounting policies as the ones that
are most important to the portrayal of our financial condition
and results, and require us to make our most difficult and
subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain.  Based upon
this definition, our most critical estimates include of the
beneficial conversion feature for debentures, valuation of the
fair value of financial instruments, valuation of common stock
for services, the valuation of our investments and the valuation
allowance for deferred tax assets.  We also have other key
accounting estimates and policies, but we believe that these
other policies either do not generally require us to make
estimates and judgments that are as difficult or as subjective,
or it is less likely that they would have a material impact on
our reported results of operations for a given period.  For
additional information see Note 3 "Summary of Significant
Accounting Policies" in the notes to our audited financial
statements contained in our Annual Report on Form 10-K for the
year ended April 30, 2005.  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.

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.  If the Company issued
convertible instruments, 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 receivable, 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
book value at April 30, 2005.

Valuation Of Common Stock Issued For Services

    The Company issued common stock to several parties during the
years ended April 30, 2005 and 2004.  For all of these
issuances, valuation was determined based upon the stock closing
price on the date of grant.

Valuation Of Investments

       As a BDC, for financial statement purposes, investments are
recorded at their fair value. Currently, readily determinable fair
values do not exist for our investments and the fair value of these
investments is determined in good faith by the Company's Board of
Directors pursuant to a valuation policy and consistent valuation
process. Due to the inherent uncertainty of these valuations, the
estimates may differ significantly from the values that would have
been used had a ready market for the investments existed and the
differences may be material. Our valuation methodology includes the
examination of, among other things, the underlying portfolio company
performance, financial condition and market changing events that
impact valuation.

        Realized gains (losses) from the sale of investments and
unrealized gains (losses) from the valuation of investments are
reflected in operations during the period incurred



                                  -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.












                                  -16-


<PAGE>


<TABLE>
<CAPTION>


RESULTS OF OPERATIONS

                                        Post Election  Pre Election as              Pre Election as a    Pre Election as a
                                        as a Business   a Business                      Business             Business
                                         Development     Development                   Development          Development
                                           Company         Company                        Company              Company
                                        ------------    ------------                  --------------       --------------
                                         Four Months    Eight Months                     Year                   Year
                                            Ended          Ended       Total Year        Ended                  Ended
                                          April 30,       Dec. 31,     Ended April      April 30,             April 30,
                                          ---------       --------     -----------      ---------             ---------
                                            2005           2004        30, 2005          2004                  2003
                                        -----------------------------------------------------------------------------------
<S>                                     <C>           <C>              <C>           <C>                  <C>
Revenues                                $          -  $     153,699    $   153,699   $   146,301          $         -

Operating Expenses
General and administrative                   102,556         94,223        196,779        75,133                4,026
Bad debt                                       1,625              -          1,625             -                    -
Rent                                          15,928         23,072         39,000             -                    -
Consulting                                   559,500         82,342        641,842             -                    -
Compensation                                 127,525        245,465        372,990       186,799                    -
Debenture penalty                              9,225          2,175         11,400             -                    -
Directors fees                                     -        225,150        225,150        12,000                    -
Professional                                  77,728        109,892        187,620        20,000                    -
Interest expense                              26,643         15,054         41,697        11,447                    -
Impairment of investments                     45,331          3,250         48,581             -                    -
                                        -----------------------------------------------------------------------------------
Total Operating Expenses                     966,060        800,623       1766,683       305,379                4,026
                                        -----------------------------------------------------------------------------------
Income (Loss) from Operations               (966,060)      (646,925)    (1,612,985)     (159,078)              (4,026)

Other Income (Expense)
Loss on sale - for sale securities                 -        (64,738)       (64,738)            -                    -
Loss on exchange of debt for common stock (2,738,559)             -     (2,738,559)            -                    -
Other than temp loss-for sale securities           -       (195,000)      (195,000)            -                    -
Other income                                      33          4,536          4,568             -                    -
Interest income                                   (8)             8              -            11                    -
                                        -----------------------------------------------------------------------------------

Total Other Income (Expense)              (2,738,534)      (255,194)    (2,993,728)           11                    -
                                        -----------------------------------------------------------------------------------

Net Loss Before Income Taxes              (3,704,595)      (902,119)    (4,606,714)     (159,067)              (4,026)
                                        ===================================================================================
Income tax expense                                 -              -              -        (4,397)                   -

Net Loss                                $ (3,704,595)  $   (902,119)   $(4,606,714)  $  (163,464)         $    (4,026)
                                        ===================================================================================

Comprehensive Loss
Unrealized gain-for sale securities                -       (139,052)      (139,052)      139,052                    -
                                        -----------------------------------------------------------------------------------

Total Comprehensive Loss                $ (3,704,595)  $ (1,041,171)   $(4,745,766)  $   (24,412)         $    (4,026)
                                        ===================================================================================

</TABLE>



                                  -17-


<PAGE>



Note:  To help the reader better understand our 2005 results,
-------------------------------------------------------------
all references below to 2005 represent the year ended April 30,
---------------------------------------------------------------
2005, which is a combination of the four months ended April 30,
---------------------------------------------------------------
2005 (operations as a BDC) and the eight months ended December
--------------------------------------------------------------
31, 2004 (operations prior to becoming a BDC).  All references
--------------------------------------------------------------
to 2004 and 2003 represent the year ended April 30, 2004 and
------------------------------------------------------------
2003 as operations prior to becoming a BDC.
-------------------------------------------

2005 versus 2004
----------------

Revenues:
---------

    Revenue increased $7,398, or 5.1%, to $153,699 for 2005 from
$146,301 for 2004.  In September 2003, we entered into a
consulting contract with Global Life Sciences, Inc. ("Global"),
a publicly traded company.  We provided consulting services to
Global under this contract in exchange for $240,000 to be paid
to us in the form of 1,200,000 restricted shares.  In addition,
we received an additional 300,000 free trading shares of their
common stock, valued at $0.20 per share, based on the original
agreement date.  The term of the consulting agreement was for
twelve (12) months and the common stock was payable on a
quarterly basis.  In January 2004, we received 300,000 shares
and in July 2004, we received the remaining 1,200,000 shares as
compensation for services. For the year ended April 30, 2004, we
recorded $146,301 of the consulting fees as revenue and recorded
$153,699 of consulting fees as revenue during the six months
ended October 31, 2004 and had earned a total of $300,000 or
100% of the consulting fees from the inception of the contract
as of October 31, 2004.  We recorded the fees 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 $1,461,305, or 479%, to $1,766,683
for 2005 from $305,379 for 2004.  The increase was primarily the
result of a $641,842 increase in consulting, a $213,150 increase
in directors' fees, a $186,191 increase in compensation and a
$167,620 increase in professional.  The increase in consulting,
compensation and directors fees was primarily from the issuance
of stock for services.  The increase in professional was
primarily from an increase in accounting and legal as a result
of the Company becoming a BDC and the resulting increased
requirements for professional services.

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

    Other expense increased $2,993,739, or 26,868% to $2,993,728 of
other expense for 2005 from $11 of other income in 2004.  The
increase was primarily due to a $2,738,559 loss on the exchange
of debt to common stock.  The loss on exchange was comprised of
two components:

    (1)  At January 31, 2005, we had $504,000 of 10% debentures
outstanding.  Utilizing an effective date of April 15, 2005, the
entire $504,000 was exchanged for the Company's common stock at
an exchange rate of $0.25 per share.  An additional number of
shares equal to 20% of the debenture principal exchange shares
was granted in lieu of accrued interest and penalties.  As of
January 31, 2005, $228,000 of the Debentures were in default as
the term was for one year and the debenture provisions included
a penalty of five percent for any default that occurs.  As a
result of the debenture exchange, we have recorded 2,427,200
shares of our common stock as issuable at April 30, 2005 and
recorded a loss on exchange of debt in the amount of $2,104,285
in the accompanying Statement of Operations.  The loss on
exchange of debt was calculated utilizing a $1.10 per share fair
market value for our common stock, obtained from a recent
private placement offering.

    (2)  From November 2004 through February of 2005, we received
$188,000 of proceeds from the issuance of promissory notes to
several parties.  The promissory note terms are interest at 10%
per annum, payable 90 days from the date of the promissory
notes.  Utilizing an effective date of April 15, 2005, the
entire $188,000 was exchanged for the Company's common stock at
an exchange rate of $0.25 per share.  No exchange of accrued
interest was offered in the exchange documents.  As a result of
the promissory note exchange, we have recorded 752,000 shares of
our common stock as issuable at April 30, 2005 and recorded a
loss on exchange of debt in the amount of $634,273 in the
accompanying Statement of Operations.  The loss on exchange of
debt was calculated utilizing a $1.10 per share fair market
value for our common stock, obtained from a recent private
placement offering.


                                  -18-


<PAGE>



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

    Income tax expense decreased $4,397, or 100% to zero for 2005
from $4,397 in 2004.  The decrease was because in 2004, non-
deductible stock issuances put the Company into a net income
position and the recording of the applicable income tax expense.
In 2005, there was no income tax due to the Company's net loss.

Comprehensive Loss:
-------------------

    Comprehensive loss increased $139,052, or 100% from
comprehensive income of $139,052 in 2004.  The change was due to
the realization in 2005 of previous unrealized gains on
available-for-sale securities of $185,000, offset by unrealized
losses of $45,948.

2004 versus 2003
----------------

Revenue:
--------

    Revenue increased $146,301, or 100%, to $146,301 for 2004 from
zero for 2003.  In September 2003, we entered into a consulting
contract with Global Life Sciences, Inc. ("Global"), a publicly
traded company.  We provided consulting services to Global under
this contract in exchange for $240,000 to be paid to us in the
form of 1,200,000 restricted shares.  In addition, we received
an additional 300,000 free trading shares of their common stock,
valued at $0.20 per share, based on the original agreement date.
The term of the consulting agreement was for twelve (12) months
and the common stock was payable on a quarterly basis.  In
January 2004, we received 300,000 shares and in July 2004, we
received the remaining 1,200,000 shares as compensation for
services. For the year ended April 30, 2004, we recorded
$146,301 of the consulting fees as revenue.  We recorded the
fees 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 $289,906, or 7,201%, to $293,932
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.

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

    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.


                                  -19-


<PAGE>



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

    Cash was $11,703 at April 30, 2005 as compared to $8,764 at
April 30, 2004 and working capital deficit was $129,629 at April
30, 2005 as compared to $183,721 at April 30, 2004.  The
decrease in the working capital deficit was primarily the result
that in 2004, the Company issued $250,000 of debentures that
were converted to common stock in 2005.  This was offset by an
increase in accounts payable and in accrued expenses.
Net assets decreased $542,515 from $142,580 at April 30, 2004 to
a net liability position of $129,629 at April 30, 2005.  As a
result, the Company may not be in compliance with the 1940 Act
asset coverage requirements for a BDC.

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

    Cash used in operating activities was $532,816 for 2005 as
compared to $111,287 for 2004.  The increase in cash used
resulted primarily from the increase in the net loss.

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

    Cash provided by investing activities was $14,405 for 2005
compared to cash used in investing activities of $49,948 for
2004.  The change from cash used in 2004 to cash provided by in
2005 was because in 2004, the Company purchased $49,948 of
available-for-sale securities with no comparable amount in 2005.
This was offset by the $14,405 of proceeds from the sale of
available-for-sale securities in 2005 with no comparable amount
in 2004.

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

    Cash flows provided by financing activities was $521,350 for
2005 compared to $170,000 for 2004.  The increase in cash
provided by financing activities was due to $247,000 of cash
proceeds received by the Company from the issuance of
debentures, $113,000 of proceeds from the issuance of promissory
notes and $86,360 of proceeds from a private placement of common
stock.

    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, promissory notes and the sale
of our common stock.

Debt
----

    We had no long-term debt outstanding at April 30, 2005.

    From May 2003 through January of 2005, we received $417,000 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.  Additionally, at the option of the Company, the
debenture holders may be granted the option of exchanging 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 00-27.  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 Global.
In January 2004, we issued a $5,000 debenture to a third party
for legal services and accounted for the issuance as legal
expense.

    In September 2004, we issued a $7,000 debenture to a third party
for consulting services and accounted for the issuance as
consulting expense.  The amount represents a five percent (5%)
fee for debenture proceeds obtained by the Company in accordance
with the consulting agreement.


                                  -20-


<PAGE>



    At January 31, 2005, we had $504,000 of 10% debentures
outstanding.  Utilizing an effective date of April 15, 2005, the
entire $504,000 was exchanged for the Company's common stock at
an exchange rate of $0.25 per share.  An additional number of
shares equal to 20% of the debenture principal exchange shares
was granted in lieu of accrued interest and penalties.  As of
January 31, 2005, $228,000 of the Debentures were in default as
the term was for one year and the debenture provisions included
a penalty of five percent for any default that occurs.  As a
result of the debenture exchange, we have recorded 2,427,200
shares of our common stock as issuable at April 30, 2005 and
recorded a loss on exchange of debt in the amount of $2,104,285
in the accompanying Statement of Operations.  The loss on
exchange of debt was calculated utilizing a $1.10 per share fair
market value for our common stock, obtained from a recent
private placement offering.

    From November 2004 through February of 2005, we received
$188,000 of proceeds from the issuance of promissory notes to
several parties.  The promissory note terms are interest at 10%
per annum, payable 90 days from the date of the promissory
notes.  Utilizing an effective date of April 15, 2005, the
entire $188,000 was exchanged for the Company's $0.001 par value
common stock at an exchange rate of $0.25 per share.  No
exchange of accrued interest was offered in the exchange
documents.  As a result of the promissory note exchange, we have
recorded 752,000 shares of our common stock as issuable at April
30, 2005 and recorded a loss on exchange of debt in the amount
of $634,273 in the accompanying Statement of Operations.  The
loss on exchange of debt was calculated utilizing a $1.10 per
share fair market value for our common stock, obtained from a
recent private placement offering.

Equity Financing
----------------

    In April 2005, the Company initiated a Private Placement
Offering for the issuance of up to 1,000,000 units at an
offering price of $1.10 per share.  Each unit consist of one
share of the Company's $0.001 par value common stock and one
two-year warrant to purchase the Company's common stock at an
exercise price of $2.00 per share.  Through July 31, 2005, the
Company had received $722,445 of net proceeds from the issuance
of the units, representing 657,064 shares of common stock and
657,064 two-year warrants to purchase common stock at $2.00 per
share.  Of these amounts, during the three months ended July 31,
2005, the Company received $635,793 of net proceeds from the
issuance of the units, representing 578,564 shares of common
stock and 578,564 two-year warrants to purchase common stock at
$2.00 per share.

    From August 1, 2005 through August 31, 2005, the Company
received an additional $185,423 of net proceeds from the private
placement of units that it initiated in April 2005, representing
approximately 168,636 shares of common stock and 168,636 two-
year warrants to purchase common stock at $2.00 per share.  The
shares and warrants are to be issued upon closing of the private
offering.  As a result, at August 31, 2005 the Company has
received $907,867 of net proceeds from the private placement and
has 825,700 of shares issuable and 825,700 of two-year warrants
to purchase common stock at $2.00 per share.

    In June 2005, the Company filed a Registration Statement on Form
S-8 with the SEC for the registration of 250,000 shares of the
Company's $0.001 par value common stock at an issuance price of
$1.00 per share.  In July 2005, 125,000 of these shares were
issued to William Bosso as compensation for services as Chief
Executive Officer of the Company and 125,000 shares were issued
to Matthew Henninger for services as President of the Company.
As it has been determined that these shares may not have been
validly granted, because, under certain circumstances, a BDC may
not issue stock for services, such issuances have been
voluntarily rescinded.

    In June 2005, the Company filed a Form 1-E with the SEC of the
Company's intent to offer up to 600,000 shares of its $0.001 par
value common stock at $0.25 per share to holders of the
Company's promissory notes in exchange therefor.  As of the date
of this filing, no shares have been issued under the 1-E in
exchange for the promissory notes.

Liquidity
---------

    To continue with our business plan, we will require additional
short-term working capital and we have not generated sufficient
cash from our planned BDC operations to fund our operating
activities through the end of fiscal 2005.  Presently, our only
source of cash is from external financing in the form of debt or
the issuance of our common stock.  We cannot assure you that we
can obtain sufficient proceeds, if any, and borrowings or the
sale of our common stock under any financing structures we are
able to secure that will be sufficient to meet our projected
cash flow needs.


                                  -21-


<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 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 $247,000 of proceeds from the issuance of Debentures
and $188,000 from the issuance of Promissory Notes in 2005.
Additionally, we received $86,350 of proceeds from the issuance
of our common stock in 2005 and through August 31, 2005, we have
received an additional $821,920 of net proceeds from the sale of
our common stock for a total amount of $908,270.  We have
utilized these funds to cover our current obligations.  We are
planning on obtaining additional cash proceeds in the next 12
months from the issuance of our common stock.

   As a result of the above items, we believe that we will have
sufficient operating cash to meet our required expenditures for
the next 12 months.  For a further discussion related to our
ability to have sufficient cash flow to meet our planned
expenditures, please see "2005 Outlook," below.
Contractual Obligations and Commercial Commitments

   As shown on the following table, as of April 30, 2005, we have
no contractual obligations or commitments.

<TABLE>
<CAPTION>

                                   Payments Due by Period
                                   ----------------------
                                 Less than 1                            After
                                 -----------                            -----
Contractual Obligations  Total      year       1-3 years    4-5 years   5 years
-----------------------  -----      ----       ---------    ---------   -------
<S>                      <C>      <C>          <C>          <C>         <C>
Short-Term Debt:
----------------
Debentures               $   -    $    -       $     -       $    -      $    -
                         -----      ----       ---------    ---------   -------
Total Short-Term Debt    $   -    $    -       $     -       $    -      $    -
                         -----      ----       ---------    ---------   -------
</TABLE>

Off-Balance Sheet Arrangements

    We have no Off-Balance Sheet arrangements at either April 30,
2005 or 2004.

Recent Accounting Developments

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

    In December 2004, the FASB issued SFAS No. 153, entitled
Exchanges of Non-monetary Assets - An Amendment of APB Opinion
No.29.  SFAS No. 153 amends Opinion 29 to eliminate the
exception for non-monetary exchanges of non-monetary assets that
do not have commercial substance.  A non-monetary exchange has
commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.
The adoption of SFAS 153 did not impact the financial
statements.

    In December 2004, the FASB issued SFAS No. 123 (Revised),
entitled Share-Based Payment.  This revised Statement eliminates
the alternative to use APB Opinion No. 25's intrinsic value
method of accounting that was provided in SFAS No. 123 as
originally issued.  Under Opinion 25, issuing stock options to
employees generally resulted in recognition of no compensation
cost.  This Statement requires entities to recognize the cost of
employee services received in exchange for awards of equity
instruments based on the grant-date fair value of those awards.
For public companies that file as a small business issuer, this
Statement is effective as of the beginning of the first interim
or annual reporting period that begins after December 15, 2005.
The adoption of SFAS 123 (Revised) will have an impact the
financial statements if the Company issues stock options to the
employees in the future.


                                  -22-


<PAGE>



2005 Outlook

    The ability to implement our business plan successfully will be
heavily dependent on securing additional capital from the
issuance of our common stock or through debt.  There is no
assurance that additional equity or debt financing will be
available on terms acceptable to our management.

    In January 2005, we filed an election to become subject to
Sections 55 through 65 of the 1940 Act, such that we could
commence conducting our business activities as a BDC.  In June
2005, we determined to commence an offering of shares of our
common stock as a BDC in accordance with the exemption from the
registration requirements of the Securities Act of 1933 as
provided by Regulation E.  In connection with that prospective
offering, we filed a Form 1-E with the SEC, which was reviewed
in the ordinary course and a comment letter was issued.  As a
result, we currently understand that we may be out of compliance
with certain of the rules and regulations governing the business
and affairs, financial status, and financial reporting items
required of BDCs.  We are making every effort to comply as soon
as is practicable with the relevant sections of the 1940 Act and
are working with our counsel to accomplish that compliance.  We
have not yet sold or issued any shares under our proposed
offering and, until the completion of this process; we have
voluntarily suspended the proposed offering.  While we are
seeking to comply with the 1940 Act, we cannot provide any
specific time frame for full compliance.  We cannot predict with
certainty what, if any, regulatory or financial consequences may
result from the foregoing.

    The above matter may result in certain contingent liabilities to
the Company as a result of potential actions by the SEC or
others against the Company.  Such contingent liabilities could
not be estimated by management as of the date of this Report.

    The Company granted and issued common stock for consulting
services both before and after its election as a BDC on January
4, 2005, which may have violated certain sections of the 1940
Act.  Management is taking action to remedy such potential
violations including termination of certain consulting
agreements and the attempt to reacquire and cancel such shares
issued pursuant to the agreement.  As the result of such action,
the Company may incur liabilities to the consultants which
management could not estimate as of the date of this report.

    The outcome of the above matters could have a significant impact
on our ability to continue as a going concern.

Risk Factors

    An investment in our common stock is highly speculative,
involves a high degree of risk, and should be considered only by
those persons who are able to bear the economic risk of their
investment for an indefinite period.  In addition to other
information in this Annual Report on Form 10-K, the following
specific risks, not listed in any particular order of priority,
should be considered carefully in evaluating the Company, its
business, and its common stock.

    We are highly dependent upon management, none of whom has
    ---------------------------------------------------------
significant experience in managing a BDC. The Company's future
-----------------------------------------
success depends on the continued contribution of key management,
some of whom would be difficult to replace.  The Company's
growth and profitability depend on its ability to attract and
retain skilled employees and on the ability of its officers and
key personnel to manage the assets successfully and to provide
management assistance to the Company's investee companies.  If
the services of these individuals would be unavailable to the
Company for any reason, the Company would be required to obtain
other executive personnel to manage and operate the Company and
to provide management assistance to the Company's investee
companies.  In such event, there can be no assurance that the
Company would be able to employ qualified persons on terms
favorable to the Company.  Further, although certain of our
directors or executive officers have experience in corporate
finance and mergers and acquisitions transactions, none of them
has any significant operational BDC experience or experience in
investing on behalf of BDCs.

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

    We suffered a significant operating loss in our 2005 fiscal
    -----------------------------------------------------------
year.  The Company is newly reorganized and has no operating
-----


                                  -23-


<PAGE>



history as a BDC.  During the year ended April 30, 2005, our net
loss was $3,704,595, including a loss of  $2,738,559 for the
exchange of debt securities to shares of our common stock.
Although we believe that we are now adequately capitalized to
carry out our business plan (subject to the risks inherent in
such plan), there can be no assurance that we have sufficient
economic resources or that such resources will be available to
us on terms and at times that are necessary or acceptable, if at
all.  There is no assurance that future revenues of the Company
will ever be significant or that the Company's operations will
ever be profitable.

    Risk involved in new, developing businesses in which the Company
    ----------------------------------------------------------------
will invest.  The Company's initial investment portfolio is
------------
expected to consist primarily of high-risk investments in new
and developing companies.  Successful achievement of the
investment objectives of the Company is dependent upon the
growth in value of the securities of these unseasoned companies.
Whether this appreciation in value will occur depends upon
numerous factors outside the control of the Company.  The
Company anticipates that it may take significant investment
positions in companies that are listed or to be listed on US
Equity Markets, and the OTC Bulletin Board.  Moreover, the
Company's task of identifying and helping to build successful
new and emerging enterprises is difficult.  In light of the
Company's lack of operating history as a BDC, the likelihood of
the future success of the Company must be evaluated in light of
the problems, expenses, difficulties, risks, and complications
frequently encountered in connection with similarly situated
companies.  There can be no assurance that the Company will be
successful in identifying and developing these ventures.

    Current management controls our outstanding Common Stock.  Our
    ---------------------------------------------------------
officers and directors own in excess of approximately 48% of the
issued and outstanding Common Stock.  It can be expected that
the officers and directors, by virtue of their percentage share
ownership, will be able to continue to control the Company's
Board of Directors and its policies.

    You may be diluted if we issue additional Common Stock.  From
    -------------------------------------------------------
time to time, the Company may issue additional equity
securities.  There can be no assurance that the pricing of any
such additional securities will not be lower than the price at
which you purchased your securities in the open market.

    If we qualify for and elect to be treated as an RIC, we will
    ------------------------------------------------------------
lose substantially all of the benefits of our net operating loss
----------------------------------------------------------------
carry-forwards.  We currently intend to qualify for and elect to
---------------
be treated as an RIC under Subchapter M of the Code.  To
qualify, we must meet certain source of income, distribution,
and asset diversification requirements.  In any year in which we
so qualify, we generally will not be subject to federal income
tax on income and capital gains distributed (or deemed
distributed) to our stockholders.  Upon such election and
qualification, however, we will lose the tax benefit of our net
operating loss carry-forwards (except for use against
recognition of built-in gains, as described below).  Such loss
of NOL's could have an adverse effect on our financial
condition.

    If we qualify for and elect to be treated as an RIC, but do not
    ---------------------------------------------------------------
distribute substantially all of our capital gain net income or
--------------------------------------------------------------
ordinary income, we will be subject to additional taxes.  In
--------------------------------------------------------
addition, if we did not distribute in a timely manner (or treat
as deemed distributed) 98% of our capital gain net income for
each one-year period ending on October 31, or distribute 98% of
our ordinary income for each calendar year (as well as any
income not distributed in prior years), we will be subject to
the 4% nondeductible federal excise tax on certain undistributed
income of RICs.  Even if we qualify as an RIC, we generally will
be subject to a corporate-level income tax on the income we do
not distribute.  In addition, we will be subject to corporate-
level tax on the amount of any net built-in gains in our assets
(determined as of the first day of our first taxable year as a
RIC) we recognize within ten years of the effective date of our
RIC election (offset by any available net operating loss carry-
forwards).

    We may have difficulty satisfying the RIC income requirements.
    --------------------------------------------------------------
Among the RIC requirements is the requirement that an RIC derive
at least 90% of its gross income from dividends, interest, gains
from the sale of securities and other specified types of income.
In order to comply with this requirement, we will need to ensure
each year that we do not receive an excessive amount of income
that falls outside of these permissible categories (e.g., fee or
service income).  That restriction may adversely affect our
business plan or limit our ability to undertake certain
transactions or business arrangements.

    Management has discretionary use of Company assets.  We are not
    ---------------------------------------------------
currently engaged in any substantive business activities other
than activities that relate to our first project (the July 2005
agreement to acquire a minority equity interest in Holley
Communications Investment, Inc.).  We continue to look for and
investigate other business opportunities that are consistent
with our business plan.  Accordingly, management has broad
discretion with respect to the investments.  Although management
intends to apply any proceeds it may receive through the future
issuance of stock or debt to a suitable acquired business, it
will have broad discretion in allocating these funds.  There can


                                  -24-


<PAGE>



be no assurance that the management's use or allocation of such
proceeds will allow it to achieve its business objectives.

    We expect that each of our investments initially will be
    --------------------------------------------------------
illiquid.  We expect that we will generally acquire our
---------
investments directly from the issuer in privately negotiated
transactions.  We expect that the majority of the investments in
our portfolio will typically have no established trading market.
We expect that we will exit much of each of our investments when
the portfolio company has a liquidity event, such as a public
offering of the portfolio company.  The illiquidity of our
investments may adversely affect our ability, to dispose of
equity securities of our portfolio companies at times when it
may be otherwise advantageous for us or our stockholders to
liquidate such securities.  In addition, if we, or our
stockholders, were forced to liquidate some or all of the
investments immediately, the proceeds of such liquidations
could be significantly less than otherwise.

     Economic recessions or downturns could impair our
     -------------------------------------------------
portfolio companies and harm our operating results.  Many of the
---------------------------------------------------
companies in which we might make investments may be susceptible
to economic slowdowns or recessions.  An economic slowdown may
affect the ability of a company to engage in a meaningful
liquidity event, such as a public offering.  The value of our
portfolio is likely to decrease during these periods.  These
conditions could lead to financial losses in our portfolio and a
decrease in our revenues, net income, and assets.

    We may not borrow money unless we maintain asset coverage for
    -------------------------------------------------------------
indebtedness of at least 200%, which may affect returns to
----------------------------------------------------------
stockholders.  We must maintain asset coverage for total
-------------
borrowings of at least 200%.  Our ability to achieve our
investment objective may depend in part on our continued ability
to maintain a leveraged capital structure by borrowing funds
from various sources on favorable terms.  Although we have no
borrowings as of April 30, 2005, there can be no assurance that
we will not borrow funds in an amount, which, when compared to
the aggregate value of our assets, will permit us to maintain
such leverage.  As of April 30, 2005 the Company may not be in
compliance with the asset coverage requirements for a BDC.
If we do not maintain such minimum 200% asset coverage ratio
and our asset coverage declines to less than 200%, we may be
required to sell a portion of our investments when it is
disadvantageous to do so.

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

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

    Our ability to invest in private companies may be limited in
    ------------------------------------------------------------
certain circumstances.  If we are to maintain our status as a
----------------------
business development company, we must not acquire any assets
other than "qualifying assets" unless, at the time of and after
giving effect to such acquisition, at least 70% of our total
assets are qualifying assets.  If we acquire debt or equity
securities from an issuer that has outstanding marginable
securities at the time we make an investment, these acquired
assets cannot be treated as qualifying assets.  This result is
dictated by the definition of "eligible portfolio company" under
the 1940 Act, which in part looks to whether a company has
outstanding marginable securities.

    Amendments promulgated in 1998 by the Federal Reserve expanded
the definition of a marginable security under the Federal
Reserve's margin rules to include any non-equity security.
Thus, any debt securities issued by any entity are marginable
securities under the Federal Reserve's current margin rules.  As
a result, the staff of the SEC has raised the question as to
whether a private company that has outstanding debt securities
would qualify as an "eligible portfolio company" under the 1940 Act.


                                  -25-


<PAGE>



    Until the question raised by the staff of the SEC pertaining to
the Federal Reserve's 1998 change to its margin rules has been
addressed by legislative, administrative or judicial action, we
intend to treat as qualifying assets only those debt and equity
securities that are issued by a private company that has no
marginable securities outstanding at the time we purchase such
securities or those that otherwise qualify as an "eligible
portfolio company" under the 1940 Act.

    The SEC has issued in November 2004 proposed rules to correct
the unintended consequence of the Federal Reserve's 1998 margin rule
amendments of apparently limiting the investment opportunities
of business development companies.  In general, the SEC's
proposed rules would define an eligible portfolio company as any
company that does not have securities listed on a national
securities exchange or association.  We do not believe that these
proposed rules, to the extent such proposed rules are subsequently
approved by the SEC, will have a material adverse effect on our
operations.

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

    Our common stock price may be volatile.  The trading price of
    ---------------------------------------
our common stock may fluctuate substantially.  The price of the
common stock may be higher or lower than the price you pay for
your shares, depending on many factors, some of which are beyond
our control and may not be directly related to our operating
performance.  These factors include, but are not limited to, the
following:

*  price and volume fluctuations in the overall stock market from
   time to time;

*  significant volatility in the market price and trading volume
   of securities of business development companies or other
   financial services companies;

*  volatility resulting from trading in derivative securities
   related to our common stock including puts, calls, long-term
   equity anticipation securities, or LEAPs, or short trading
   positions;

*  changes in regulatory policies or tax guidelines with respect
   to business development companies or regulated investment
   companies;

*  actual or anticipated changes in our earnings or fluctuations
   in our operating results or changes in the expectations of
   securities analysts;

*  general economic conditions and trends;

*  loss of a major funding source; or

*  Departures of key personnel.

    We have a limited operating history as a BDC which may
    ------------------------------------------------------
affect our ability to manage our business and may impair
--------------------------------------------------------
your ability to assess our prospects. We were incorporated
-------------------------------------
in April 1999 but only commenced business  and investment
operations as a BDC in mid-January 2005.  We are
subject to all of the business risks and uncertainties
associated with any new business enterprise, including the risk
that we will not achieve our investment objective and that the
value of our common stock or other securities could decline
substantially.  We have limited operating history.  As a
result, we have few operating results under these regulatory
frameworks that can demonstrate either their effect on the
business or our ability to manage the business within these
frameworks.  If we fail to maintain our status as a BDC,
our operating flexibility would be significantly reduced.

If our investments do not meet our performance expectations, you
----------------------------------------------------------------
may not receive distributions.  We intend to make distributions
------------------------------


                                  -26-



<PAGE>



to our stockholders following our election to be treated as a
RIC under the Code.  We may not be able to achieve operating
results that will allow us to make distributions at a specific
level or to increase the amount of these distributions from time
to time.  In addition, due to the asset coverage test applicable
to us as a BDC, we may be limited in our ability to make
distributions.  In addition, restrictions and provisions in any
future credit facilities may limit our ability to make
distributions.  If we do not distribute a certain percentage of
our income annually, we will suffer adverse tax consequences,
including failure to obtain, or possible loss of, the federal
income tax benefits allowable to RICs.  We cannot assure you
that you will receive distributions at a particular level or at
all.

    Because we intend to distribute substantially all of our
    --------------------------------------------------------
income to our stockholders in connection with our intended
----------------------------------------------------------
election to be treated as a RIC, we will continue to need
---------------------------------------------------------
additional capital to finance our growth. If additional funds
-------------------------------------------------------------
are unavailable or not available on favorable terms, our
-------------------------------------------------------
ability to grow will be impaired.  In order to satisfy
---------------------------------
the requirements applicable to a RIC, to avoid payment of
excise taxes, and to minimize or avoid payment of
income taxes, we intend to distribute to our stockholders
substantially all of our ordinary income and realized net
capital gains except for certain net long-term capital gains
recognized after we become a RIC, which we intend to retain, pay
applicable income taxes with respect thereto, and elect to treat
as deemed distributions to our stockholders.  As a BDC, we
generally are required to meet a coverage ratio of total assets
to total senior securities, which includes all of our borrowings
and any preferred stock that we may issue in the future, of at
least 200%.  This requirement limits the amount that we may
borrow.  Because we will continue to need capital to grow our
investment portfolio, this limitation may prevent us from
incurring debt and require us to raise additional equity at a
time when it may be disadvantageous to do so.  While we expect
to be able to borrow and to issue additional debt and equity
securities, we cannot assure you that debt and equity financing
will be available to us on favorable terms, or at all, and debt
financings may be restricted by the terms of any of our
outstanding borrowings.  In addition, as a BDC, we generally are
not permitted to issue equity securities priced below net asset
value without stockholder approval.  If additional funds are not
available to us, we could be forced to curtail or cease new
lending and investment activities, and our net asset value could
decline.

    If we fail to qualify for and elect to be treated as a RIC,
    -----------------------------------------------------------
then we will be subject to corporate-level income tax, which
------------------------------------------------------------
would adversely affect our results of operations and financial
--------------------------------------------------------------
condition.  If we fail to qualify for the federal income tax
----------
benefits allowable to RICs for any reason and remain or become
subject to a corporate-level income tax, the resulting taxes
could substantially reduce our net assets, the amount of income
available for distribution to our stockholders, and the actual
amount of our distributions.  Such a failure would have a
material adverse effect on us, the net asset value of our common
stock, and the total return, if any, obtainable from your
investment in our common stock.

    Our business model depends to a significant extent upon strong
    --------------------------------------------------------------
referral relationships with venture capital, private equity fund
----------------------------------------------------------------
sponsors and other investment banking and financial
---------------------------------------------------
institutions, and our inability to develop or maintain these
------------------------------------------------------------
relationships, or the failure of these relationships to generate
----------------------------------------------------------------
investment opportunities, could adversely affect our business.
--------------------------------------------------------------
We expect that members of our management team will maintain
their relationships with venture capital, private equity firms,
and investment banking and financial institutions, and we will
rely to a significant extent upon these relationships to provide
us with our deal flow.  If we fail to maintain our existing
relationships or to develop new relationships with other firms
or sources of investment opportunities, then we will not be able
to grow our investment portfolio.  In addition, persons with
whom members of our management team have relationships are not
obligated to provide us with investment opportunities, and,
therefore, there is no assurance that such relationships will
lead to the origination of equity or debt investments.

    Regulations governing our operations as a BDC affect our ability
    ----------------------------------------------------------------
to and the manner in which we raise additional capital, which
-------------------------------------------------------------
may expose us to risks.  Our business will require a substantial
-----------------------
amount of capital.  We may acquire additional capital from the
issuance of senior securities, including borrowings or other
indebtedness, or the issuance of additional shares of our common
stock.  However, we may not be able to raise additional capital
in the future on favorable terms or at all.  We may issue debt
securities, other evidences of indebtedness, or preferred stock,
and we may borrow money from banks or other financial
institutions (collectively "senior securities") up to the
maximum amount permitted by the 1940 Act.  The 1940 Act permits
us to issue senior securities in amounts such that our asset
coverage, as defined in the 1940 Act, equals at least 200% after
each issuance of senior securities.  Our ability to pay
dividends or issue additional senior securities would be
restricted if our asset coverage ratio were not at least 200%.
If the value of our assets declines, we may be unable to satisfy
this test.  If that happens, we may be required to liquidate a
portion of our investments and repay a portion of our
indebtedness at a time when such sales may be disadvantageous.
As a result of issuing senior securities, we would also be
exposed to typical risks associated with leverage, including an
increased risk of loss.  If we issue preferred stock, the stock
would rank "senior" to common stock in our capital structure,
preferred stockholders would have separate voting rights and
might have rights, preferences, or privileges more favorable


                                  -27-


<PAGE>



than those of our common stockholders, and the issuance of
preferred stock could have the effect of delaying, deferring, or
preventing a transaction or a change of control that might
involve a premium price for holders of our common stock or
otherwise be in your best interest.

    To the extent that we are constrained in our ability to issue
debt or other senior securities, we will depend on issuances of
common stock to finance operations.  As a BDC, we are generally
not able to issue our common stock at a price below net asset
value without first obtaining required approvals from
stockholders and independent directors.  If we raise additional
funds by issuing more common stock or senior securities
convertible into, or exchangeable for, our common stock, then
the percentage ownership of our stockholders at that time would
decrease and you might experience dilution.

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

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

    Because we currently have no long-term debt and do not expect
that, in the next 12 months, we will incur any (although there
can be no assurance that the funds that we will require to
operate our business during that period will be available to us
through sales of our equity or through short-term borrowings),
we do not consider a principal risk to be interest rate
fluctuations.  If, in the future, we incur, or consider
incurring, a material amount of long-term debt, the occurrence
of such event could result in interest rate fluctuations
becoming a principal risk.  Currently, we consider our principal
market risk to be the fluctuations of the valuations of the
investment portfolio.

    Our investments are carried at fair value, as determined by the
Board of Directors.  We expect to value publicly traded at the
closing price on the valuation date.  We expect to value debt
and equity securities that are not publicly traded, or that we
are restricted from trading, at fair value as determined in good
faith by our Board of Directors.  In making such determination,
we expect that the Board of Directors will value non-convertible
debt securities at cost plus amortized original issue discount,
if any, unless adverse factors lead to a determination of a
lesser valuation.  In valuing convertible debt, equity, or other
securities, we expect that the Board of Directors will determine
the fair value based on the collateral, the issuer's ability to
make payments, the current and forecasted earnings of the
issuer, sales to third parties of similar securities, the
comparison to publicly traded securities, and other pertinent
factors.  Due to the uncertainty inherent in the valuation
process, such estimates of fair value may differ significantly
from the values that would have been used had a ready market for
the securities existed, and the differences could be material.
Additionally, changes in the market environment and other events
that may occur over the life of the investments may cause the
gains or losses ultimately realized on these investments to be
different than the valuations assigned at other times.


                                  -28-


<PAGE>



Item 8.	Financial Statements and Supplementary Data

                     Nortia Capital Partners, Inc.
                     (A Development Stage Company)
                                                                 Page No.
                                                                 --------

Report of Independent Registered Public Accounting Firm            F-1

Report of Independent Registered Public Accounting Firm            F-2

Balance Sheets at April 30, 2005 and 2004                          F-3

Statements of Operations for the four months ended April 30,
2005, the eight months ended December 31, 2004, the years ended
April 30, 2004 and 2003, and the period from May 1, 2003
(inception of development stage) to April 30, 2005                 F-5

Statements of Changes in Stockholders' Equity (Deficiency) for
the years ended April 30, 2005, 2004 and 2003                      F-6

Statement of Changes in Net Assets for the four months ended
April 30, 2005                                                     F-7

Statements of Cash Flows for the four months ended April 30,
2005, the eight months
Ended December 31, 2004, the years ended April 30, 2004 and
2003, and the period from May 1, 2003 (inception of development
stage) to April 30, 2005                                           F-8

Schedule of Investments at April 30, 2005                          F-10

Notes to Financial Statements                                      F-11


                                  -29-


<PAGE>


    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of:
Nortia Capital Partners, Inc. (a development stage company)

We have audited the accompanying balance sheets of Nortia
Capital Partners, Inc. (a development stage company),
including the schedule of investments, as of April 30, 2005
and 2004,  and the related statements of operations,
changes in stockholders' equity (deficiency), and cash flows for
the four months ended April 30, 2005, the eight months ended
December 31, 2004 and the year ended April 30, 2004 and for the
period from May 1, 2003 (inception of development stage) to
April 30, 2005 and the schedule of changes in net assets for
the four months ended April 30, 2005.   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 audits.  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 audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the 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 audits provide a
reasonable basis for our opinion.

As more fully discussed in Note 1 to the financial statements,
accounting principles used in the preparation of the financial
statements beginning January 1, 2005 (upon conversion to a
business development company under the Investment Act of 1940,
as amended) are different than those of prior periods and
therefore are not directly comparable.

As more fully discussed in Note 4 to the financial statements,
securities amounting to zero have been valued at fair value as
determined by the Board of Directors.  We have reviewed the
procedures applied by the directors in valuing such securities
and have inspected underlying documentation; while in the
circumstances the procedures appear to be reasonable and the
documentation appropriate, determination of fair values involves
subjective judgment which is not susceptible to substantiation
by auditing procedures.

In our opinion, subject to the effect on the financial
statements of the valuation of securities determined by the
Board of Directors as described in the preceding paragraph, the
financial statements referred to above present fairly, in all
material respects, the financial position of Nortia Capital
Partners, Inc. (a development stage company), including the
schedule of investments, at April 30, 2005 and 2004, and the
results of its operations and its cash flows for the four months
ended April 30, 2005, the eight months ended December 31, 2004
and the year ended April 30, 2004 and for the period from
May 1, 2003 (inception of development stage) to April 30, 2005
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, net loss of $3,704,595 and net
cash used in operations of $285,011 for the four months ended
April 30, 2005 as a BDC, a net loss of $902,119 and net cash
used in operations of $247,805 for the eight months ended
December 31, 2004 prior to election as a BDC, working capital
deficiency of $129,629, a stockholders' deficiency of $129,629,
an accumulated deficit of $12,398 and a deficit accumulated
during the development stage of $4,770,177 at April 30, 2005,
respectively, 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
August 31, 2005


                                  F-1


<PAGE>




    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


                                  F-2



                     Nortia Capital Partners, Inc.
                     (A Development Stage Company)
                             Balance Sheet


<TABLE>
<CAPTION>

                                                              Pre-Election as a
                                                                  Business
                                                                 Development
                                                                  Company
                                                          April 30,
                                                     2005           2004
                                                ---------------------------
<S>                                             <C>            <C>
                    ASSETS
                    ------

Current Assets
Cash                                            $    11,703    $     8,764

Investment - current:
  Available-for-sale securities
     Equities at fair market value (cost of
     $48,581 - 2005 and $84,000 - 2004)                   -         84,000
                                                ---------------------------
Total Investments - current                               -         84,000
                                                ---------------------------

Total Current Assets                                 11,703         92,764
                                                ===========================
Other Assets
Accounts receivable                                       -         86,301

Investment - non-current:
  Available-for-sale securities
     Equities at fair market value (cost of
     zero - 2005 and $240,000 - 2004)                     -        240,000
                                                ---------------------------
Total Investments - non-current                           -        240,000
                                                ---------------------------

Total Other Assets                                        -        326,301
                                                ---------------------------

Total Assets                                         11,703        419,065
                                                ===========================

                 LIABILITIES
                 -----------
Current Liabilities
Accounts payable                                     87,171          5,000
Accrued expenses                                     54,161         20,371
Due to related party                                      -          1,113
Debentures                                                -        250,000
                                                ---------------------------

Total Current Liabilities                       $   141,332    $   276,484
                                                ---------------------------

Net Assets                                      $  (129,629)   $   142,581
                                                ===========================

</TABLE>


                See accompanying notes to financial statements.


                                  F-3


<PAGE>



                   Nortia Capital Partners, Inc.
                   (A Development Stage Company)
                     Balance Sheet (Continued)

<TABLE>
<CAPTION>



                                                                             Pre-Election as a
                                                                                  Business
                                                                                Development
                                                                                  Company
                                                                        April 30,
                                                                    2005           2004
                                                               ----------------------------
<S>                                                            <C>            <C>
             STOCKHOLDERS' EQUITY (DEFICIENCY)
             ---------------------------------

Preferred stock, Series A, $0.001 par value, 5,000,000
shares authorized 300,000 issued and outstanding               $        300   $          -
Common stock, $0.001 par value, 50,000,000 shares authorized
22,297,254 and 4,550,000 shares issued and outstanding               22,297          4,550
Common stock issuable, 3,257,700 and 4,300,000 shares                 3,258          4,300
Additional paid in capital                                        4,713,791        170,541
Accumulated deficit                                                 (12,398)       (12,398)
Deficit accumulated during development stage                     (4,770,177)      (163,464)
Accumulated other comprehensive income                                    -        139,052
                                                               ----------------------------
                                                                    (42,929)       142,581

Less: Deferred consulting                                           (86,700)             -
                                                               ----------------------------

Total Stockholders' Equity (Deficiency)                            (129,629)       142,581
                                                               ============================

Total Liabilities and Stockholders' Equity (Deficiency)        $     11,703   $    419,065
                                                               ============================

Net Asset Value Per Share                                      $      (0.01)           N/A
                                                               ============================

</TABLE>




                See accompanying notes to financial statements.

                                  F-4


<PAGE>



                     Nortia Capital Partners, Inc.
                     (A Development Stage Company)
                       Statement of Operations

<TABLE>
<CAPTION>

                                                  Post Election               Pre Election
                                                  as a Business    |-------- as a Business --------|
                                                   Development                 Development                  Period From
                                                     Company                      Company                   May 1, 2003
                                                   Four Months   Eight Months      Year       Year         (Inception of
                                                     Ended          Ended          Ended      Ended      Development Stage)
                                                    April 30,      Dec. 31,      April 30,   April 30,      to April 30,
                                                    ---------      --------      ---------   ---------         ---------
                                                       2005         2004           2004        2003            2005
                                                 -------------------------------------------------------------------------
<S>                                              <C>             <C>           <C>           <C>           <C>
Revenues                                         $           -   $   153,699   $   146,301   $      -      $   300,000

Operating Expenses
General and administrative                             102,556        94,223        75,133      4,026          271,912
Bad debt                                                 1,625             -             -          -            1,625
Rent                                                    15,928        23,072             -          -           39,000
Consulting                                             559,500        82,342             -          -          641,842
Compensation                                           127,525       245,465       186,799          -          559,789
Debenture penalty                                        9,225         2,175             -          -           11,400
Directors fees                                               -       225,150        12,000          -          237,150
Professional                                            77,728       109,892        20,000          -          207,620
Interest expense                                        26,643        15,054        11,447          -           53,144
Impairment of investments                               45,331         3,250             -          -           48,581
                                                 -------------------------------------------------------------------------
Total Operating Expenses                               966,060       800,623       305,379      4,026        2,072,062
                                                 -------------------------------------------------------------------------

Income (Loss) from Operations                         (966,060)     (646,425)     (159,078)    (4,026)      (1,772,063)

Other Income (Expense)
Loss on sale - for sale securities                           -       (64,738)            -          -          (64,738)
Loss on conversion of debt                          (2,738,559)            -             -          -       (2,738,559)
Other than temp loss-for sale securities                     -      (195,000)            -          -         (195,000)
Other income                                                33         4,536             -          -            4,568
Interest income                                             (8)            8            11          -               11
                                                 -------------------------------------------------------------------------

Total Other Income (Expense)                        (2,738,534)     (255,194)           11          -       (2,993,717)
                                                 -------------------------------------------------------------------------

Net Loss Before Income Taxes                        (3,704,595)     (902,119)     (159,067)    (4,026)      (4,765,780)
                                                 =========================================================================

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

Net Loss                                         $  (3,704,595)  $  (902,119)  $  (163,464)  $ (4,026)     $(4,770,177)

Comprehensive Loss                               =========================================================================

Unrealized gain (loss) - for sale securities                 -      (139,052)      139,052          -                -
                                                 ------------------------------------------------------------------------

Total Comprehensive Loss                         $  (3,704,595)  $(1,041,171)  $   (24,412)  $ (4,026)     $(4,770,177)
                                                 =========================================================================

Net Loss Per Share-Basic and Diluted             $       (0.16)  $     (0.07)  $     (0.03)  $  (0.00)     $     (0.44)
                                                 =========================================================================

Weighted Average Shares - Basic and diluted         22,627,384    13,522,418     4,915,206  1,891,666       10,733,877
                                                 =========================================================================
</TABLE>

                See accompanying notes to financial statements.

                                  F-5


<PAGE>

<TABLE>
<CAPTION>


                   Nortia Capital Partners, Inc.
    Statements of Changes in Stockholders' Equity (Deficiency)
_________________________________________________________________________________________________________________________________

                                                                                                                   Other
                   Preferred                                                                    Accumulated      Comprehensive
                    Stock  Preferred Common   Common                      Additional            Development    Income Stockholders'
                    Shares  Stock    Stock    Stock   Issuable  Issuable   Paid In Accumulated  Stage Deferred (Loss)  Equity
                            Amount   Shares   Amount   Shares    Amount    Capital   Deficit          Consulting    (Deficiency)
                    _____________________________________________________________________________________________________________
<S>                  <C>    <C>    <C>        <C>        <C>       <C>       <C>      <C>         <C>      <C>     <C>      <C>
BALANCE AT
April 30, 2002           -    -   1,650,000 $ 1,650          -  $     - $     4,291 $ (8,372)      -        -       -  $   (2,431)
 Common stock issued
  forservices - $0.001
  per share              -    -   2,900,000   2,900          -        -      (1,450)       -       -        -       -       1,450
 Net loss, year ended
  April 30, 2003         -    -           -       -          -        -           -   (4,026)      -        -       -      (4,026)
                    ______________________________________________________________________________________________________________
BALANCE AT
April 30, 2003           -    -   4,550,000 $ 4,550          -        -       2,841  (12,398)      -        -       -      (5,007)
 Common stock issued
  for compensation
  - $0.16 per share      -    -           -       -  4,300,000    4,300     167,700        -       -        -       -     172,000
 Unrealized gains on
  available for sale
  securities, net        -    -           -       -          -        -           -        -       -        -   139,052   139,052
 Net loss, year ended
  April 30, 2004         -    -           -       -          -        -           -        -   (163,464)    -       -    (163,464)
                    ______________________________________________________________________________________________________________
BALANCE AT
April 30, 2004           -    -   4,550,000   4,550  4,300,000    4,300     170,541  (12,398)  (163,464)    -   139,052   142,581
 Common stock issued
  for consulting
  - $0.015 per share     -    -     270,000     270          -        -       3,780        -       -        -       -       4,050
 Common stock issued
  for consulting
  - $0.005 per share     -    -     30,000       30          -        -         (15)       -       -        -                  15
 Common stock issued
  for consulting
  - $0.505 per share     -    -     250,000     250          -        -     126,000        -       - (126,250)      -           -
 Common stock issued
  for consulting
  - $0.50 per share      -    -      30,000      30          -        -     14,970        -        -        -              15,000
 Common stock issued
  for consulting
  - $0.505 per share     -    -     450,000     450          -        -    226,800        -        - (227,250)                  -
 Common stock issued
  forlegal
  - $0.05 per share      -    -     200,000     200          -        -      9,800        -        -        -              10,000
 Common stock issued
  for compensation
  - $0.0005 per share    -    -   2,000,000   2,000          -        -     (1,000)       -        -        -               1,000
 Common stock issued
  for compensation
  - $0.04 per share      -    -   4,000,000   4,000 (4,000,000)  (4,000)         -        -        -        -       -           -
 Common stock issued
  for directors fees
  - $0.05 per share      -    -   3,900,000   3,900          -        -    191,100        -        -        -       -     195,000
 Common stock issued
  for directors fees
  - $0.0005 per share    -    -     300,000     300          -        -       (150)       -        -        -       -         150
 Common stock issued
  for directors fees
  - $0.04 per share      -    -     300,000     300   (300,000)    (300)         -        -        -        -       -           -
 Common stock issued
  for directors fees
  - $0.05 per share      -    -   1,800,000   1,800          -        -     88,200        -        -        -       -      90,000
 Common stock issued
  for directors fees
  - $0.54 per share      -    -     250,000     250          -        -    134,750        -        -        -       -     135,000
 Recapitalization    300,000  300   3,427,254   3,427          -        -   (172,057)     -        -        -       -    (168,330)
 Realized loss on
  available for sale
  securities             -    -           -       -          -        -          -        -        -        -(139,052)   (139,052)
 Amoritization of
  deferred consulting    -    -           -       -          -        -          -        -        -   58,917       -      58,917
 Net loss, eight
  months ended
  December 31, 2004      -    -           -       -          -        -          -        -    (902,119)       -    -    (902,119)
                    ______________________________________________________________________________________________________________
BALANCE AT
December 31, 2004    300,000  300  21,757,254  21,757          -        -    792,719  (12,398) (1,065,583)(294,583) -    (557,788)
 Common stock issued
  for consulting
  - $0.73 per share      -    -     300,000     300          -        -    218,700        -        - (109,500)      -     109,500
 Common stock issued
  for consulting
  - $0.51 per share      -    -     240,000     240          -        -    122,160        -        - (122,400)      -           -
 Common stock issuable
  for conversion of
  debentures             -    -           -       -  2,427,200    2,427  2,667,493        -        -        -       -   2,669,920
 Common stock issuable
  for conversion of
  notes                  -    -           -       -    752,000      752    826,448        -        -        -       -     827,200
 Common stock issuable
  for private placement  -    -           -       -     78,500       79     86,271        -        -        -       -      86,350
 Amortization of
  deferred consulting    -    -           -       -          -        -          -        -        -  439,783       -     439,783
 Net loss, four months
  ended April 30, 2005   -    -           -       -          -        -          -        -  (3,704,595)    -       -  (3,704,595)
                    ______________________________________________________________________________________________________________
BALANCE AT
April 30, 2005       300,000 $300  22,297,254 $22,297  3,257,700  $ 3,258 $4,713,791 $(12,398)$(4,770,177)$(86,700) -  $ (129,629)

</TABLE>
              See accompanying notes to financial statements.


                                  F-6

<PAGE>



                 Nortia Capital Partners, Inc.
                 (A Development Stage Company)
              Statement of Changes in Net Assets

                                                      Four
                                                Months Ended
                                               April 30, 2005
                                               --------------

Decrease in net assets from operations:
Impairment of investments                      $     (45,331)
Net operating losses                              (3,659,264)
                                               -------------
Net decrease in net assets from operations        (3,704,595)
Common Stock transactions                          4,132,754

Total increase in net assets                   -------------
                                                     428,159

Net Assets:
Beginning of Period                                 (557,788)
                                               -------------
End of period                                  $    (129,629)
                                               =============





         See accompanying notes to financial statements.



                            F-7



<PAGE>



               Nortia Capital Partners, Inc.
               (A Development Stage Company)
                   Statement of Cash Flows
<TABLE>
<CAPTION>




                                                  Post Election               Pre Election
                                                  as a Business    |-------- as a Business --------|
                                                   Development                 Development                  Period From
                                                     Company                      Company                   May 1, 2003
                                                   Four Months   Eight Months      Year       Year         (Inception of
                                                     Ended          Ended          Ended      Ended      Development Stage)
                                                    April 30,      Dec. 31,      April 30,   April 30,      to April 30,
                                                    ---------      --------      ---------   ---------         ---------
                                                       2005         2004           2004        2003            2005
                                                 -------------------------------------------------------------------------
<S>                                              <C>             <C>           <C>           <C>         <C>

Cash Flows From Operating Activities:


Net loss                                         $ (3,704,595)   $  (902,119)  $ (163,464)   $ (4,026)   $   (4,770,177)
Adjustments to reconcile net loss to net cash
   used in used in operations:
 Debenture issued for legal                                 -              -        5,000           -             5,000
Bad debt expense                                        1,625              -            -           -             1,625
 Impairment of investments                             45,331          3,250            -           -            48,581
 Debenture issued for consulting                            -          7,000            -           -             7,000
 Loss on sale of for sale securities                        -         64,738            -           -            64,738
 Other than temp loss on for sale securities                -        195,000            -           -           195,000
 Compensation related to conversion of debt             2,000              -            -           -             2,000
 Loss on conversion of debt                         2,738,559              -            -           -         2,738,559
 Transfer of for sale securities for consulting             -          2,100            -           -             2,100
 Common stock issued for compensation                       -        196,000      160,000           -           356,000
 Common stock issued for director fees                      -        225,150       12,000           -           237,150
 Common stock issued for consulting                   124,500          4,065            -       1,450           128,565
 Common stock issued for legal                              -         10,000            -           -            10,000
 Amortization of deferred consulting                  439,783         58,917            -           -           498,700
 Common stock based revenue                                 -       (153,699)    (146,301)          -          (300,000)
Changes in operating assets and liabilities:
  Increase (decrease) in prepaid expenses                   -              -          540        (540)              540
  Increase in other receivable                              -         (6,500)           -           -            (6,500)
  Increase (decrease) in employee receivable           26,932        (26,932)           -           -                 -
  Increase in accounts payable                         12,340          6,501        5,000           -            23,841
  Increase (decrease) in due to related party               -         (1,113)       1,113           -                 -
  Increase in accrued expenses                         28,514         69,837       14,824       3,116           113,176
                                                 -------------------------------------------------------------------------
Net Cash Used In Operating Activities                (285,011)      (247,805)    (111,288)          -          (644,104)
                                                 -------------------------------------------------------------------------
</TABLE>





           See accompanying notes to financial statements.

                                  F-8




<PAGE>




<TABLE>
<CAPTION>

                       Nortia Capital Partners, Inc.
                       (A Development Stage Company)
                      Statement of Cash Flows (Continued)



                                                  Post Election               Pre Election
                                                  as a Business    |-------- as a Business --------|
                                                   Development                 Development                  Period From
                                                     Company                      Company                   May 1, 2003
                                                   Four Months   Eight Months      Year       Year         (Inception of
                                                     Ended          Ended          Ended      Ended      Development Stage)
                                                    April 30,      Dec. 31,      April 30,   April 30,      to April 30,
                                                    ---------      --------      ---------   ---------         ---------
                                                       2005         2004           2004        2003            2005
                                                 -------------------------------------------------------------------------
<S>                                              <C>             <C>           <C>           <C>         <C>

Cash Flows From Investing Activities:
  Purchase of for sale securities                         -            -         (49,948)            -        (49,948)

  Proceeds from sale of for sale securities               -       14,405               -             -         14,405
                                                 -------------------------------------------------------------------------

Net Cash Provided By (Used In) Investing Activities       -       14,405         (49,948)            -        (35,543)
                                                 -------------------------------------------------------------------------

Cash Flows From Financing Activities:

  Proceeds from issuance of promissory notes        113,000       75,000               -             -        188,000

  Proceeds from issuance of common stock             86,350            -               -             -         86,350

  Proceeds from issuance of debentures               50,000      197,000         170,000             -        417,000
                                                 -------------------------------------------------------------------------
Net Cash Provided By Financing Activities           249,350      272,000         170,000             -        691,350
                                                 -------------------------------------------------------------------------
Net Increase (Decrease) in Cash                     (35,661)      38,600           8,764             -         11,703
                                                 -------------------------------------------------------------------------
Cash at Beginning of Period                          47,364        8,764               -             -              -
                                                 -------------------------------------------------------------------------

Cash at End of Period                             $  11,703   $   47,364      $    8,764      $      -    $    11,703
                                                 =========================================================================

Supplemental Disclosure of Cash
Flow information:

Cash paid for:
Interest                                          $       -   $        -      $        -      $      -    $         -
Taxes                                             $       -   $        -      $        -      $      -    $         -
                                                 =========================================================================

Supplemental Disclosure of Non-Cash
Investing and Financing Activities:               $       -   $        -      $        -      $      -    $         -
---------------------------------
Debenture issued for - for sale securities        $       -   $        -      $   75,000      $      -    $    75,000

Unrealized gains on for sale securities                   -     (139,052)        139,052             -              -

Recapitalization of accounts payable                      -       63,330               -             -         63,330

Common stock issued for conversion of
   debentures and accrued interest                  552,235            -               -             -        552,235

Common stock issued for conversion of
   promissory notes                                 192,927            -               -             -        192,927


</TABLE>




                See accompanying notes to financial statements.

                                     F-9




<PAGE>



<TABLE>
<CAPTION>

                       Nortia Capital Partners, Inc.
                       (A Development Stage Company)
                         Schedule of Investments

                                                                                    Percentage of
                                                                    Title of        Class Held on
           Portfolio                                             Securities Held    a Fully Diluted     At April 30, 2005
                                                                                                        -----------------
           Company                                  Industry     By The Company        Basis          Cost         Fair Value
           <S>                                      <C>          <C>                  <C>             <C>          <C>
_____________________________________________________________________________________________________________________________

Investments - (1)
_____________________________________________________________________________________________________________________________

Avix Technologies, Inc.                              Telecom      Common Stock         11%           $  43,706     $     -
_____________________________________________________________________________________________________________________________

Universal Capital Management, Inc.                 Investments  Common Stock         1%               1,625           -
_____________________________________________________________________________________________________________________________

Total Investments - Minority Owned Other
   Non-Controlled Affiliates                                                                            45,331           -
_____________________________________________________________________________________________________________________________

BF Acquisition Group III, Inc.                       Shell        Common Stock          3%               1,625           -
_____________________________________________________________________________________________________________________________

BF Acquisition Group V, Inc.                         Shell        Common Stock          1%               1,625           -
_____________________________________________________________________________________________________________________________

Total Investments - Unaffiliated Issuers                                                                 3,250           -
_____________________________________________________________________________________________________________________________

Total Investments                                                                                    $  48,581     $     -
_____________________________________________________________________________________________________________________________

Unearned Income                                                                                              -           -


Total Investments, net of Unearned Income                                                            $  48,581     $     -
                                                                                                     =========     =======

(1)   Minority owned investments are generally defined under the
      Investment Company Act of 1940 as companies in which we own less
      than 50% of the voting securities of the company.  If we own
      between 25% and 50% of the issuer, it is presented as minority-
      owned controlled companies, if between 5% and 25%, it is
      presented as minority-owned other non-controlled affiliates.

(2)   All common stock is in inactive or non-income producing
      companies and restricted at April 30, 2005.


</TABLE>





          See accompanying notes to financial statements.

                           F-10




<PAGE>



                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005




1.	HISTORY AND NATURE OF BUSINESS

   Nortia Capital Partners, Inc. ("Nortia", "we", "us", "our", or
the "Company") is a publicly held Atlanta, Georgia based firm
that during the period covered by this report is in the
development stage since it has not generated significant revenue
from 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 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 implement our business plan.

   Prior to October 8, 2004, we had not filed in a timely manner
our required reports with the 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.  On October 8, 2004, all of these reports
were filed.  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 us for our non-compliance during
this period.  (See Note 8 - Commitments and Contingencies.)

   Prior to October 8, 2004, we had not filed in a timely manner
our required reports with the 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.  On October 8, 2004, all of these reports
were filed.  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.  (See Note 12 - Subsequent Events.)

   On October 15, 2004, the Company entered into a definitive share
exchange agreement with Global Life Sciences, Inc. ("Global"), a
publicly traded Nevada corporation.  Global then changed its
name to Nortia Capital Partners, Inc.  On December 2, 2004, the
exchange agreement was consummated and pursuant to the terms of
the Exchange Agreement, the Company became a wholly owned
subsidiary of Global in a transaction accounted for as a
recapitalization of the Company.  (See Note 6 -
Recapitalization.)  On December 3, 2004, Nortia Florida was
merged into Nortia Nevada with Nortia Nevada as the surviving
company.  As a result of the recapitalization, the Company is no
longer a Florida corporation and is now organized under the laws
of the State of Nevada.

Conversion to Business Development Company

   On January 4, 2005, the Company filed a Form N-54A with the SEC
to become a Business Development Company ("BDC") pursuant to
Section 54 of the Investment Company Act of 1940 (the "1940
Act").  As a result of its new status, the Company plans to
provide capital and advisory services for management buyouts,
recapitalizations, and the growth and capital needs of emerging
growth companies.

   As a BDC, the Company will be structured in a manner more
consistent with its current business strategy.  As a result, the
Company is positioned to raise capital in a more efficient
manner and to develop and expand its business interests.  The
Company does not intend to limit its potential investments to
just one line of business or industry, as the investments, in
total, will enhance value to stockholders through capital
appreciation and payments of dividends to the Company by its
investee companies.

   BDC regulation was created in 1980 by Congress to encourage the
flow of public equity capital to small businesses in the United
States.  BDC's, like all mutual funds and closed-end funds, are
regulated under the 1940 Act.  BDC's report to stockholders like




                                  F-11



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


traditional operating companies and file regular quarterly and
annual reports with the SEC.  BDC's are required to make
available significant managerial assistance to their portfolio
companies.

   The results of operations for 2005 are divided into two periods.
The eight-month period, representing the period May 1, 2004
through December 31, 2004, reflects the Company's results prior
to operating as a BDC.  The four-month period from January 1,
2005 through April 30, 2005, reflects the Company's results as a
BDC.  The results of operations from January 1, 2005 to January
3, 2005, the BDC election date, were not material.  Accounting
principles used in the preparation of the financial statements
beginning January 1, 2005 are different from those of prior
periods and, therefore, the financial position and results of
operations of this period is not directly comparable.  The
Company utilizes the cumulative effect method to reflect the
effects of conversion to a BDC.  There was no cumulative effect
adjustment from the conversion to a BDC in January 2005.

   On February 17, 2005, the Company announced that its Board of
Directors had approved a two-for-one stock split of its common
shares. The record date for the split was February 28, 2005 and
the pay date was March 3, 2005.  In accordance with SFAS 128,
the Company has retroactively presented the effect of the stock
split for all periods presented in the accompanying Financial
Statements for all share and per share data.

   In April 2005, the Company initiated a Private Placement
Offering for the issuance of up to 1,000,000 units at an
offering price of $1.10 per share.  Each unit consist of one
share of the Company's $0.001 par value common stock and one
two-year warrant to purchase the Company's common stock at an
exercise price of $2.00 per share.  Through April 30, 2005, the
Company had received $86,350 of proceeds from the issuance of
the units, representing 78,500 shares of common stock and 78,500
two-year warrants to purchase common stock at $2.00 per share.
The shares have not been issued and have been recorded as
issuable in the accompanying Financial Statements as of April
30, 2005.  The shares and warrants are to be issued upon closing
of the private placement offering.  (See Note 12 - Subsequent
Events.)

2.	GOING CONCERN

   As reflected in the accompanying financial statements, the
Company has a net loss of $3,704,595 and net cash used in
operations of $285,011 for the four months ended April 30, 2005
as a BDC, a net loss of $902,119 and net cash used in operations
of $247,805 for the eight months ended December 31, 2004 prior
to election as a BDC.  Additionally, the Company has a working
capital deficiency of $129,629, a stockholders' deficiency of
$129,629, an accumulated deficit of $12,398 and a deficit
accumulated during the development stage of $4,770,177 at April
30, 2005.

   The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its
business plan as a BDC, 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 as a BDC through direct
investments into private companies, start-up companies, and
through the opportunities provided by turnaround companies.
Additionally, we intend to provide fee based business expertise
through in-house consultants and contract consultants.
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.




                                  F-12



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


   We obtained $50,000 of proceeds from the issuance of Debentures
for the four months ended April 30, 2005 and $197,000 of
proceeds for the eight months ended December 31, 2004.  We
obtained $113,000 of proceeds from the issuance of Promissory
Notes for the four months ended April 30, 2005 and $75,000 of
proceeds for the eight months ended December 31, 2004.  We have
used these funds to cover our current obligations.  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.  (See Note 9 - Commitments and
Contingencies and Note 12 - Subsequent Events.)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Concentration

   The accompanying financial statements are prepared in accordance
with the guidance in the AICPA's Audit and Accounting Guide,
"Audits of Investment Companies" since the Company elected to be
regulated as a Business Development Company effective January 4,
2005.

   In accordance with Article 6 of Regulation S-X under the
Securities Act of 1933 and Securities Exchange Act of 1934 (the
"1934 Act"), the Company does not consolidate portfolio company
investments, including those in which it has a controlling
interest.

Accounting Estimates

   When preparing financial statements in conformity with United
States Generally Accepted Accounting Principles ("U.S. GAAP"),
our management must make estimates based on future events that
affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities as of the date
of the financial statements, and revenues and expenses during
the reporting period.  Actual results could differ from these
estimates.  Significant estimates in the accompanying financial
statements includes evaluation of a beneficial conversion
feature for debentures, valuation of the fair value of financial
instruments, valuation of common stock for services, the
valuation of our investments 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.

Investments

   Investments in securities of unaffiliated issuers represent
holdings of less than 5% of the issuer's voting common stock.
Investments in and advances to affiliates are presented as (i)
majority-owned, if holdings, directly or indirectly, represent
over 50% of the issuer's voting common stock, (ii) minority-
owned controlled companies if the holdings, directly or
indirectly, represent over 25% and up to 50% of the issuer's
voting common stock and (iii) minority-owned other affiliates if
the holdings, directly or indirectly, represent 5% to 25% of the
issuer's voting common stock.  Investments - other than
securities represent all investments other than in securities of
the issuer.

   Investments in securities or other than securities of privately
held entities are initially recorded at their original cost as
of the date the Company obtained an enforceable right to demand
the securities or other investment purchased and incurred an
enforceable obligation to pay the investment price.

   For financial statement purposes, investments are recorded at
their fair value.  Currently, readily determinable fair values
do not exist for our investments and the fair value of these
investments is determined in good faith by the Company's Board
of Directors pursuant to a valuation policy and consistent
valuation process.  Due to the inherent uncertainty of these
valuations, the estimates may differ significantly from the
values that would have been used had a ready market for the
investments existed and the differences may be material.  Our
valuation methodology includes the examination of among other
things, the underlying portfolio company performance, financial
condition and market changing events that impact valuation.




                                  F-13



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005



   Realized gains (losses) from the sale of investments and
unrealized gains (losses) from the valuation of investments are
reflected in operations during the period incurred.

Accounting for the Impairment of Long-Lived Assets

   We account for the impairment of long-lived assets in accordance
with Financial Accounting Standards, SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, which
requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the
book value of the asset may not be recoverable.  Recoverability
of the asset is measured by comparison of its carrying amount to
the undiscounted cash flow that the asset or asset group is
expected to generate.  If such assets or asset groups are
considered to be impaired, the loss recognized is the amount by
which the carrying amount of the property, if any, exceeds its
fair market value.  Based upon our evaluation, no impairment was
determined for the years ended April 30, 2005 and 2004.

Beneficial Conversion Feature in Convertible 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.  If the Company issues
convertible instruments, 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 receivable, 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
book value at April 30, 2005.


Stock-Based Compensation

   Prior to its election as a BDC, 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.

   The Company issued common stock to several parties during the
   -------------------------------------------------------------
years eneded April 30, 2005 and 2004. For all of these issuances,
-----------------------------------------------------------------
valuation was determined based upon the stock closing price on the
------------------------------------------------------------------
date of grant.
--------------

   Upon election as a BDC in January 2005, the Company generally is
no longer allowed under the 1940 Act to grant stock based
compensation for services, except in approved circumstances.





                                  F-14



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005



Revenue Recognition

   Prior to its election as a BDC, the Company recognizes
revenues in accordance with the guidance in the SEC 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.

Revenues from the current and future activities as a BDC
which may include investment income such as interest income
and dividends, and realized or unrealized gains and losses on
investments will be recognized in accordance with the AICPA's
Audit and Accounting Guide, "Audits of Investment Companies".

Concentrations of Risk

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

During the Fiscal 2004 and 2005 all pre-BDC revenues were derived
from the securities received under the Global consulting contract.

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.

   As we are now a BDC, we currently intend to elect to be a
regulated investment company, or RIC, under Subchapter M of the
Internal Revenue Code of 1986, or the Code, for tax purposes.
Provided we qualify as an RIC, our income generally will not be
taxable to us to the extent such income is distributed to our
stockholders.  In order to make an effective election, we must
meet certain income and other requirements.  If we were to elect
and meet such requirements, we would lose the tax benefit of our
net operating loss carry-forwards for our RIC taxable years,
except as offsets to certain recognized built-in gains.

Net 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 items to adjust
the numerator or denominator in the EPS computations.
Therefore, diluted EPS equals basic EPS.

   As previously discussed, the Company announced that its Board
of Directors had approved a two-for-one stock split of its common
shares.  The record date for the split was February 28, 2005 and
the pay date was March 3, 2005.  In accordance with SFAS 128,
the Company has retroactively presented the effect of the stock
split for all periods presented in the accompanying Financial
Statements for all share and per share data. At April 30, 2005
there were outstanding warrants to purchase 78,500 common shares
which may dilute future earnings per share.

Comprehensive Loss

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

Recent Accounting Developments

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





                                  F-15



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005



   In December 2004, the FASB issued SFAS No. 153, entitled
Exchanges of Non-monetary Assets -- An Amendment of APB Opinion
No. 29.  SFAS No. 153 amends Opinion 29 to eliminate the
exception for non-monetary exchanges of non-monetary assets that
do not have commercial substance.  A non-monetary exchange has
commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.
The adoption of SFAS 153 did not impact the financial
statements.

   In December 2004, the FASB issued SFAS No. 123 (Revised),
entitled Share-Based Payment.  This revised Statement eliminates
the alternative to use APB Opinion No. 25's intrinsic value
method of accounting that was provided in SFAS No. 123 as
originally issued.  Under Opinion 25, issuing stock options to
employees generally resulted in recognition of no compensation
cost.  This Statement requires entities to recognize the cost of
employee services received in exchange for awards of equity
instruments based on the grant-date fair value of those awards.
For public companies that file as a small business issuer, this
Statement is effective as of the beginning of the first interim
or annual reporting period that begins after December 15, 2005.
The adoption of SFAS 123 (Revised) may not have an impact the
financial statements since the Company generally may no longer
issue stock based compensation for services under the 1940 Act,
except in certain approved circumstances.

Reclassifications

   Certain amounts in the 2003 and 2004 financial statements have
been reclassified to conform to the 2005 presentation.

4.  INVESTMENTS

   The following is a summary of the investments in available-for-
sale securities classified as current assets at April 30, 2004
(there were no investments in available-for-sale securities at
April 30, 2005):

Available-for-Sale          Gross Unrealized Gross Unrealized  Estimated Fair
------------------          ---------------- ---------------   --------------
    Securities       Cost        Gains           Losses            Value
   ----------       ----        -----           ------            -----

Equity securities   $81,243      $5,000          $2,243            $84,000


   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 at April 30, 2004 was
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 at
April 30, 2004 was classified as a separate component of
stockholders' equity - accumulated other comprehensive income.

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



Available-for-Sale          Gross Unrealized Gross Unrealized  Estimated Fair
------------------          ---------------- ---------------   --------------
   Securities       Cost        Gains           Losses            Value
   ----------       ----        -----           ------            -----
                                                                    \
Equity securities    $103,705    $180,000        $43,705        $240,000


   In May 2004, we transferred 7,500 of these shares 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 recorded this amount as
consulting expense and recorded a $3,525 loss on the disposal of
the securities.



                                  F-16



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005



   In June and July of 2004, we sold the remaining 97,500 shares
and received $14,405 of proceeds and recognized a $64,738 loss
on the sale of the securities.  As a result of the transfer and
sale of the above securities, we have reversed the previously
discussed $5,000 unrealized gain and $2,243 unrealized loss that
were recorded at April 30, 2004.

   In April and May 2004, we paid $6,500 of professional services
for four companies and recorded a $1,625 receivable from each
company.  In July 2004, we agreed to receive 75,000 shares of
common stock from one of these companies instead of the cash due
of $1,625.  In September 2004, we agreed to receive 100,000
shares of common stock from one of these companies instead of
the cash due of $1,625.  In November 2004, we agreed to receive
100,000 shares of common stock from one of these companies
instead of the cash due of $1,625.  The remaining $1,625 for the
final company is not collectible.  All of these companies have a
limited operating history and have a stockholders' deficiency.
Consequently, there is no practical way to value the common
stock and we have recorded an impairment loss for the entire
$4,875 in the accompanying Statement of Operations for the year
ended April 30, 2005.  Previously, the remaining $1,625 for the
fourth and final company was recorded as other receivable.
However, we have determined that the receivable is not
collectible and have recorded $1,625 of bad debt expense in the
accompanying Statement of Operations for the year ended April
30, 2005.

   In September 2003, we entered into a consulting contract with
Global Life Sciences, Inc. ("Global"), a publicly traded
company.  (See Note 5 - Indebtedness.)  We provided consulting
services to Global under this contract in exchange for $240,000
to be paid to us in the form of 1,200,000 restricted shares.  In
addition, we received an additional 300,000 free trading shares
of their common stock, valued at $0.20 per share, based on the
original agreement date.  The term of the consulting agreement
was for twelve (12) months and the common stock was payable on a
quarterly basis.  In January 2004, we received 300,000 shares
and in July 2004, we received the remaining 1,200,000 shares as
compensation for services. For the twelve months ended April 30,
2004, we recorded $146,301 of the consulting fees as revenue and
recorded $153,699 of consulting fees as revenue during the six
months ended October 31, 2004 and had earned a total of $300,000
or 100% of the consulting fees from the inception of the
contract as of October 31, 2004.  We recorded the fees 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 at April 30, 2004 was classified in
a separate component of stockholders' equity - accumulated other
comprehensive income.

   In accordance with EITF 03-01 "The Meaning of Other Than
Temporary Impairment and its Application to Certain
Investments", we evaluated the underlying securities that had an
original cost of $0.20 and a fair market value of $2.15 in
January 2004, but the fair market value had been reduced to
$0.07 per share as of October 31, 2004, or less than the $.20
cost.  We also evaluated Global, which was at that time a
development stage company, had a stockholders' deficiency and an
accumulated deficit.  As a result of our analysis, the fair
market value at October 31, 2004 was $105,000 and we believed
that the impairment is other than temporary and reversed the
$180,000 previously recorded unrealized gain discussed above and
recorded a $195,000 other than temporary impairment loss at
October 31, 2004.

   Additionally, in July 2004, our Chief Executive Officer and
President were elected officers and directors of Global.  As a
result, we classified the securities as an Investment in
Affiliate at October 31, 2004.

   On October 15, 2004, the Company entered into a definitive share
exchange agreement with Global.  On December 2, 2004, the
exchange agreement was consummated and pursuant to the terms of
the exchange agreement, the Company became a wholly owned
subsidiary of Global in a transaction accounted for as a
recapitalization of the Company.  (See Note 6 -
Recapitalization.)  As a result of the transaction, the Board
has retired the shares and the Investment held by the Company in
Global has been eliminated.

   In April 2004, we acquired 2,587,983 shares for a purchase price
of $43,706 representing approximately 11% of a publicly held
company that emerged from bankruptcy under Chapter 11 of the
federal bankruptcy code.  There is a minimal 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
impairment loss for the entire $43,706, which is classified as
impairment of investments in the accompanying Financial
Statements as of April 30, 2005.




                                  F-17



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005





   The following represents information about securities held with
loss positions as of April 30, 2004 (there were no securities
held with loss positions as of April 30, 2005):

Securities in loss
------------------
positions less than       Aggregate            Aggregate Fair
-------------------       ---------            --------------
     12 months:        Unrealized Losses           Value
     ----------        -----------------           -----

Equity securities        $45,948                 $4,000


5.	INDEBTEDNESS

   From May 2003 through January of 2005, we received $417,000 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.  Additionally, at the option of the Company, the
debenture holders may be granted the option of exchanging 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 00-27.  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 Global.
(see Note 4 - Investments.)

   In January 2004, we issued a $5,000 debenture to a third party
for legal services and accounted for the issuance as legal
expense.

   In September 2004, we issued a $7,000 debenture to a third party
for consulting services and accounted for the issuance as
consulting expense.  The amount represents a five percent (5%)
fee for debenture proceeds obtained by the Company in accordance
with the consulting agreement.

   At January 31, 2005, we had $504,000 of ten percent debentures
outstanding.  Utilizing an effective date of April 15, 2005, the
entire $504,000 was exchanged for the Company's $0.001 par value
common stock at an exchange rate of $0.25 per share.  An
additional number of shares equal to 20% of the debenture
principal exchange shares were granted in lieu of accrued
interest and penalties.  As of January 31, 2005, $228,000 of the
Debentures were in default as the term was for one (1) year and
the debenture provisions included a penalty of five percent for
any default that occurs.  As a result of the debenture exchange,
we recorded 2,419,200 shares of our common stock as issuable at
April 30, 2005 and recorded a loss on exchange of debt in the
amount of $2,104,285 in the accompanying Statement of
Operations.  The loss on exchange of debt was calculated
utilizing a $1.10 per share fair market value for our common
stock, obtained from a recent private placement offering.  (See
Note 7 - Stockholders Equity (Deficiency).)

   From November 2004 through February of 2005, we received
$188,000 of proceeds from the issuance of promissory notes to
several parties.  The promissory note terms are interest at ten
percent (10%) per annum, payable ninety (90) days from
the date of the promissory notes.  Utilizing an effective date
of April 15, 2005, the entire $188,000 was exchanged for the
Company's $0.001 par value common stock at an exchange rate of
$0.25 per share.  No exchange of accrued interest was offered in
the exchange documents.  As a result of the promissory note
exchange, we have recorded 752,000 shares of our common stock as
issuable at April 30, 2005 and recorded a loss on exchange of
debt in the amount of $634,273 in the accompanying Statement of
Operations.  The loss on exchange of debt was calculated
utilizing a $1.10 per share fair market value for our common
stock, obtained from a recent private placement offering.  (See
Note 7 - Stockholders Equity (Deficiency).)

6.	RECAPITALIZATION

   On December 2, 2004 (the "Transaction Date"), Nortia Capital
Partners Inc. Florida ("Nortia Florida") consummated a
definitive share exchange agreement ("Agreement") with Global
Life Sciences, Inc., ("Global") whereby Nortia Florida became a
wholly-owned subsidiary of Global.  Subsequently in December
2004, Nortia Florida was merged into Global with Global as the



                                  F-18



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


survivor. Global assumed the SEC reporting responsibilities of
Nortia Florida and changed its name to Nortia Capital Partners,
Inc., a Nevada corporation.  Pursuant to the terms of the
Agreement, the shareholders of the Company received an aggregate
of 17,350,000 newly issued shares of Global common stock, which
represents a one-for-one share exchange of the Company's stock
for Global stock (the "Transaction").  Giving effect to the
Transaction, there were 20,777,344 shares of common stock
outstanding, approximately 84% of which are held by the
Company's current shareholders.  Accordingly, since the
Company's shareholders obtained voting and management control,
this transaction is treated as a recapitalization of the
Company.  The Company also assumed net liabilities of Global,
which was a legal obligation in the amount of $63,330, which has
been recorded as Accounts Payable in the accompanying Financial
Statements.

   As a result of the recapitalization, the Company is deemed to
have issued 3,427,254 shares of common stock to the original
shareholders of Global.  (See Note 7 - Stockholders' Equity
(Deficiency).)  The net effect of the transaction is a credit to
common stock of $3,427, credit to preferred stock of $300 and a
debit to additional paid in capital for $172,057, which in total
consists of the $63,330 assumed liability discussed previously
and $105,000 for the cancellation of common stock held by the
Company in Global.  The Financial Statements after the closing
of the Agreement include the Balance Sheet of both companies at
historical cost and the historical operations of the Company and
the operations of Global from the Transaction Date.

   Previously in September 2004, a prior asset purchase and sale
agreement between Global and another unrelated entity was
rescinded making Global an inactive public shell.  All
liabilities and obligations of Global except the $63,330 of
accounts payable discussed above were assigned to a prior
officer of Global, pursuant to a mutual rescission agreement.

   At April 30, 2005, there were 5,104,406 common shares previously
issued by the Company's transfer agent that were returnable to
the Company under the mutual rescission agreement.  These shares
have been restricted as to transfer by the transfer agent and
are not included in outstanding shares at April 30, 2005.

7.	STOCKHOLDERS' EQUITY (DEFICIENCY)

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 22,297,254 were
issued and outstanding at April 30, 2005.  The holders of the
common stock do not have any preemptive right to subscribe for,
or purchase, any shares of any class of stock.  Additionally, we
have 3,257,700 shares that are issuable as of April 30, 2005.
Including issuable shares, we have 25,546,954 shares outstanding
and issuable as of April 30, 2005.

   We are authorized to issue up to 5,000,000 shares of our
preferred stock, $0.001 par value per share, of which 300,000,
designated as Series A, were authorized, issued and outstanding
at April 30, 2005.  Such shares have been converted into an
aggregate of 600,000 post-split Common Shares and, as of October
6, 2005, the authorization for Series A Preferred Stock has been
withdrawn.  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.  (See "Preferred Stock," below.)

Common Stock
------------

   In March 2004, we granted 4,300,000 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
$0.04 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 July 31, 2004, the shares were not issued and
were recorded as Common Stock Issuable in the accompanying
Balance Sheet.  In September 2004, he shares were issued and
have been reclassed from Common Stock Issuable to Common Stock
in the accompanying Balance Sheet.

   In May 2004, we entered into a consulting agreement with a third
party whereby the consultant will provide corporate business



                                  F-19



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


development and consulting services for us.  The term of the
agreement is twelve (12) months and consultant will receive a
total of 480,000 shares of the Common Stock of the Company.  Two
hundred forty thousand (240,000) shares were granted and vested
upon the execution of the agreement and the remaining shares
will be earned at the rate of 20,000 shares monthly and issued
on a quarterly basis.  As of July 31, 2004, 270,000 shares were
vested and were issued by the Company.  From August 1, 2004
through January 31, 2005, an additional 60,000 shares were
granted and vested, thus making the total shares granted and
vested 330,000 at January 31, 2005.  Of the 270,000 shares that
were issued as of July 31, 2004 as discussed above, at the time
of the issuance, there was 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 $0.015 per share, thus the 270,000 shares
issued as of July 31, 2004 were valued on the issuance date at
$4,050.  Due to the immaterial amount of the valuation, the
Company elected to expense the entire $4,050 in the accompanying
statement of operations rather than recognize the amount evenly
over the agreement term.  Of the additional 60,000 shares issued
between August 1, 2004 and January 31, 2005 as discussed above,
30,000 shares were issued during the three months ended October
31, 2004 and valued at a nominal value of $0.0005 per share
because the net asset value of the Company immediately preceding
the issuance of the shares was negative and could not be used.
The other 30,000 shares vested during the three months ended
January 31, 2005 were valued based upon the measurement date of
December 31, 2004 at a value of $0.505 per share and the Company
has recorded $30,000 of consulting expense in the Statement of
Operations for the three months ended January 31, 2005.  These
30,000 were issuable as of January 31, 2005 and were issued by
the Transfer Agent in March 2005.  In February, the remaining
150,000 shares were issued and valued at $0.73 per share, the
fair market value on the grant date of February 11, 2005 and the
Company has recorded $109,500 of consulting expense in the
accompanying Statement of Operations.  These 150,000 shares were
not issued as of April 30, 2005 and have been recorded as Common
Stock Issuable as of April 30, 2005.

   In June 2004, we granted 2,300,000 shares of our common stock
for compensation and board fees to our new President.  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 determined that a nominal value should be utilized
and the valuation is $0.0005 per share, valued at on the grant
date and expensed immediately as $1,000 of compensation expense
and $150 of directors fees as there was no formal employment
agreement or stated term.

   In October 2004, we granted 3,900,000 shares to our executive
officers as compensation, comprised of 1,500,000 to our Chief
Executive Officer, 1,200,000 to our President and 1,200,000 to
our Chief Financial Officer.  There was 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 $0.05 per share, the
valuation utilized for preferred shares issued for director
services on the same date - see Issuances of Preferred Stock
below.  As a result, the Company has expensed immediately
$195,000 of compensation.

   In October 2004, we granted 1,000,000 shares to our Board of
Directors as fees for their services, comprised of 200,000 share
issuances to five individuals.  There was 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 $0.05 per share, the
valuation utilized for preferred shares issued for director
services on the same date - see Issuances of Preferred Stock
below).  As a result, the Company has expensed immediately
$50,000 of director fees.

   In October 2004, we granted 800,000 shares to our Advisory Board
members as fees for their services, comprised of 200,000 share
issuances to four 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 $0.05 per share, the
valuation utilized for preferred shares issued for director
services on the same date.  (See Issuances of Preferred Stock
below.  As a result, the Company has expensed immediately
$40,000 of director fees.

   In November 2004, we granted 250,000 shares of our common stock
to a group for consulting services.  The shares were valued at
$0.505 per share, the closing stock price on the grant date of



                                  F-20



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


November 1, 2004, and we recorded $126,250 of deferred
consulting, as the term of the consulting agreement was one (1)
year.  Subsequently, the agreement was terminated and we have
recorded the entire $126,250 of deferred consulting as
consulting expense in the accompanying Statement of Operations.

In November 2004, we granted 450,000 shares of our common stock
to a group for consulting services.  The shares were valued at
$0.505 per share, the closing stock price on the grant date of
November 1, 2004, and we recorded $227,025 of deferred
consulting, as the term of the consulting agreement was one (1)
year.  Subsequently, the agreement was terminated and we have
recorded the entire $227,025 of deferred consulting as
consulting expense in the accompanying Statement of Operations.
The 450,000 shares had been recorded common stock issuable at
January 31, 2005 were subsequently issued by the Transfer Agent
in March 2005.

   In December 2004, we granted 250,000 vested shares of our common
stock to a new member of our Board of Directors as a fee for
their service.  The shares were valued at $0.54 per share, the
closing price on the grant date of December 6, 2004, and we
expensed immediately $135,000 of director fees.

   As a result of the recapitalization discussed previously, the
Company recorded 3,427,254 shares of common stock as a deemed
issuance to the original shareholders of Global - See Note 6 -
Recapitalization.

   In January 2005, we granted 240,000 shares of our common stock
to an individual for consulting services.  The shares were
valued at $0.51 per share, the closing stock price on the grant
date of January 19, 2005, and we recorded $122,400 of deferred
consulting, as the term of the consulting agreement was one (1)
year.  As of April 30, 2005, we have recorded $35,700 of
amortization expense related to the deferred consulting
resulting in an unamortized deferred consulting balance of
$86,700.  The shares had not been issued as of April 30, 2005
and have been recorded as Common Stock Issuable in the
accompanying Financial Statements.

   In February 2005, we granted 150,000 shares of our common stock
to a group for consulting services.  The shares were valued at
$0.73 per share, the closing stock price on the grant date of
February 11, 2005, and we recorded $109,500 of deferred
consulting, as the term of the consulting agreement was one (1)
year.  The consulting agreement specified that up to 450,000
shares would be issued for services provided, based upon the
fair market value of $0.73 per share on February 11, 2005.
Subsequently, the Company and the Consultant agreed to terminate
the contract and no additional shares will be issued to the
Consultant.  As a result of the agreement termination, the
entire $109,500 of deferred consulting has been recorded as
amortization expense in the accompanying Financial Statements.
Additionally, the 150,000 shares had not been issued as of April
30, 2005 and have been recorded as Common Stock Issuable in the
accompanying Financial Statements.

   In April 2005, the Company initiated a Private Placement
Offering for the issuance of up to 1,000,000 units at an
offering price of $1.10 per share.  Each unit consist of one
share of the Company's $0.001 par value common stock and one
two-year warrant to purchase the Company's common stock at an
exercise price of $2.00 per share.  Through April 30, 2005, the
Company had received $86,350 of proceeds from the issuance of
the units, representing 78,500 shares of common stock and 78,500
two-year warrants to purchase common stock at $2.00 per share.
The shares have not been issued and have been recorded as
issuable in the accompanying Financial Statements as of April
30, 2005.  (See Note 12 - Subsequent Events.)

The Company had 30,000 common shares held as treasury stock at
April 30, 2005 which had an original cost basis of zero.  These
shares were retired in May 2005.

Preferred Stock
---------------

   In relation to the recapitalization discussed previously, each
newly appointed officer of the Company received 100,000 shares
of convertible Preferred A stock upon their appointment, which
occurred approximately 10 days prior to the December 2, 2004
effective date.  Each share of this preferred stock is
convertible into two (2) shares of common stock at the option of
its holder at any time, except that such shares shall convert
automatically on the date that is two years from the preferred
stock's date of issuance (Mandatory Conversion Date). Each
Preferred A Share has voting rights equivalent to ten (10) times
the number of shares of common stock into which each such
Preferred A Share shall convert, and are entitled to a dividend
on a pari passu basis with the holders of Common Shares and
other classes of preferred shares of the Company.  Each
Preferred A Share has a liquidation preference equal to $.10.




                                  F-21



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005





   As a result of the recapitalization, the Company issued 300,000
shares of Series A Preferred Stock.  Such shares have been
converted into an aggregate of 600,000 post-split Common Shares
and, as of October 6, 2005, the authorization for Series A
Preferred Stock has been withdrawn.

Warrants
--------

   As discussed previously, in April 2005, the Company initiated a
Private Placement Offering for the issuance of up to 1,000,000
units at an offering price of $1.10 per share.  Each unit
consist of one share of the Company's $0.001 par value common
stock and one two-year warrant to purchase the Company's common
stock at an exercise price of $2.00 per share.  Through April
30, 2005, the Company had received $86,350 of proceeds from the
issuance of the units, representing 78,500 shares of common
stock and 78,500 two-year warrants to purchase common stock at
$2.00 per share.  The warrants become exercisable at the closing
date of the private placement offering which has not occurred as
of the date of this report.  (See Note 12 - Subsequent Events.)

    The following table summarizes activity related to warrants:

                             Number of Shares  Weighted Average
                             ----------------  ----------------
                                                Exercise Price
                                                --------------

Balance at April 30, 2004..........         0    $     0
  Granted..........................    78,500       2.00
  Exercised........................         0          0
  Forfeited........................         0          0
                                       ------     ------
Balance at April 30,2005               78,500      $2.00


   All warrants to purchase our common stock were issued with
exercise prices equal to or greater than fair market value on
the date of issuance.

The terms of warrants to purchase our common stock are
summarized below:

<TABLE>
<CAPTION>


-------------Warrants Outstanding-----   ---Warrants Exercisable---

                                         Weighted
                                         Average                                    Weighted
                            Number       Remaining     Weighted         Number       Average
     Range of Exercise  Outstanding at  Contractual     Average    Exerciseable at  Exercise
            Prices       Apr. 30, 2005     Life     Exercise Price  Apr. 30, 2005    Price
---------------------------------------------------------------------------------------------
          <S>                <C>         <C>             <C>              <C>         <C>
           $2.00             78,500     2.00  Years       2.00             0           $2.00

</TABLE>



8.	INCOME TAXES

   There was no income tax for the twelve-month period aggregated
from the four months ended April 30, 2005 and the eight months
ended December 31, 2004 due to the Company's net loss.  There
was $4,397 of income tax for the year ended April 30, 2004 due
to non-deductible stock based issuances, which were considered
permanent differences by Management.  There was no income tax
for the year ended April 30, 2003 due to the Company's net loss.




                                  F-22



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005




   The Company's tax expense differs from the "expected" tax
expense (computed by applying the Federal Corporate tax rate of
34% to loss before taxes), as follows:

<TABLE>
<CAPTION>
                                                             Eight
                                            Four Months      Months       Year
                                              Ended          Ended        Ended
                                             April 30,       Dec. 31,   April 30,
                                               2005            2005       2004
                                               ----            ----       ----
<S>                                        <C>            <C>           <C>
Computed "expected" tax expense (benefit)  $ (1,259,562)  $   (306,720) $  (54,083)
Stock based issuances                           191,856        168,005      58,480
Change in valuation allowance                 1,067,706        138,715           -
                                           ------------   ------------  ----------
                                           $          -   $          -  $    4,397
                                           ============   ============  ==========
</TABLE>

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

                               April 30, 2005  Dec. 31, 2004  April 30, 2004
                               --------------  -------------  --------------
Deferred tax assets

Net operating loss...........   $  1,114,869    $     138,716   $        -
                                ------------    -------------   ----------

Total deferred tax assets....      1,114,869          138,716            -

Valuation allowance..........     (1,114,869)        (138,716)           -
                                ------------    -------------   ----------

Net deferred tax asset.......   $          -    $           -   $        -
                                ============    =============   ==========



   In assessing the recoverability of deferred tax assets,
management considers whether it is more likely than not that
some portion or all of the deferred tax assets will be realized.
The valuation allowance has been increased by $1,114,869 for the
period January 1, 2005 through April 30, 2005 (period of
operations as a BDC) as a result of increased net operating
losses.  Net operating loss carry-forwards aggregate
approximately $1,067,706 and expire in years through 2025.  As
noted below and in light of our election in January 2005 to be a
BDC, we currently intend to elect to be taxed as an RIC under
Subchapter M of the Code.

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.

   As described in Note 1, we did not file certain 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.

   We have two office locations, our corporate office in Atlanta,
Georgia and a satellite office in Los Angeles, California.  For
our corporate office in Georgia, 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
corporate office space in the near future and that the cost of
the space may be material to our operations.

   For the California office, the base rent is comprised of $2,850
per month office space plus $289 per month in parking and is on
a month-to-month basis.  In May 2005, the Company gave notice as
required in the lease of its intent to vacate the premises by
the end of July 2005.  The Company has not determined if and
where an additional space will be utilized for California.

   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. However, the Company is currently completing
these reports and anticipates that they will be finalized in the
near future.

   We intend to elect to be taxed as an RIC under Subchapter M of
the Code as soon as practicable.  Among other requirements for RIC
treatment, we are required to distribute each taxable year at least
90% of our investment company taxable income and 90% of the sum of
our investment company taxable income and the excess, if any, of
our realized net short-term capital gains over our realized net
long-term capital losses.  In addition, to the extent we have
any built-in gains in our assets (i.e., assets with a fair
market value in excess of their tax basis) as of the first day
of our first RIC taxable year, we will be required to pay
corporate-level tax on the amount of any net built-in gains we



                                  F-23



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


recognize within ten years after the effective date of our RIC
election (offset by any available net operating loss carry-
forwards) and must distribute 90% of any such gains (net of
applicable taxes) that are ordinary in character or that
constitute the excess of realized net short-term capital gains
over realized net long-term capital losses.  We are also
required to distribute (actually or on a deemed basis) at least
98% of our income (both ordinary income and net capital gains)
to avoid an excise tax.  We intend to make distributions on a
quarterly basis to our stockholders of all of our income, except
for certain net capital gains.  We intend to make deemed
distributions to our stockholders of any retained net capital
gains.

   We may not be able to achieve operating results that will allow
us to make distributions at a specific level or to increase the
amount of these distributions from time to time. In addition, we
may be limited in our ability to make distributions due to the
asset coverage test for borrowings applicable to us as a
business development company under the Investment Company Act of
1940.

   In January 2005, we filed an election to become subject to
Sections 55 through 65 of the Investment Company Act of 1940,
such that we could commence conducting our business activities
as a BDC.  In June 2005, we determined to commence an offering
of shares of our common stock as a BDC in accordance with the
exemption from the registration requirements of the Securities
Act of 1933 as provided by Regulation E.  In connection with
that prospective offer, we filed a Form 1-E with the SEC, which
was reviewed in the ordinary course and a comment letter was
issued.  As a result, we currently understand that we may be out
of compliance with certain of the rules and regulations
governing the business and affairs, financial status, and
financial reporting items required of BDCs.  We are making every
effort to comply as soon as is practicable with the relevant
sections of the 1940 Act and are working with our counsel to
accomplish that compliance.  We have not yet sold or issued any
shares under our proposed offering and, until the completion of
this process; we have voluntarily suspended the proposed
offering.  While we are seeking to comply with the 1940 Act, we
cannot provide any specific time frame for full compliance.  We
cannot predict with certainty what, if any, regulatory or
financial consequences may result from the foregoing.

   The above matter may result in certain contingent liabilities to
the Company as a result of potential actions by the SEC or
others against the Company.  Such contingent liabilities could
not be estimated by management as of the date of this Report.

   The Company granted and issued common stock for consulting
services both before and after its election as a BDC on January
4, 2005, which may have violated certain sections of the 1940
Act.  Management is taking action to remedy such potential
violations including termination of certain consulting
agreements and the attempt to reacquire and cancel such shares
issued pursuant to the agreement.  As the result of such action,
the Company may incur liabilities to the consultants which
management could not estimate as of the date of this report.

   The outcome of the above matters could have a significant impact
on our ability to continue as a going concern.

10.	RELATED PARTY AND AFFILIATE TRANSACTIONS

   The following disclosures comply with generally accepted
accounting principles and the disclosure requirements under the
Regulation S-X, Article 6, with regard to affiliate investments
and transactions.  See Schedule of Investments for
identification of Investments in Affiliates.

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 twelve months ended
April 30, 2004, we repaid $2,000 of these advances resulting in
a balance due of $1,113 at April 30, 2004.  During the three
months ended July 31, 2004, we repaid $500 of these advances and
during the three months ended January 31, 2005, we repaid the
remaining $613.  At April 30, 2005, the balance outstanding is
zero.

   In June and August 2004, we received advances totaling $3,000
from a company controlled by the wife of our Chief Executive
Officer and was classified in Due to Related Party.  During the
eight months ended December 31, 2004, the $3,000 was repaid and
at April 30, 2005, the balance is zero.

   At January 31, 2005, we had a $26,932 receivable classified as
due from related party recorded in the Financial Statements.
This amount represented employee payroll taxes paid by the




                                  F-24



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005


Company but not withheld from two employees, the Chief Executive
Officer and the President.  Subsequently, these amounts were
resolved and the due from related party is zero at April 30,
2005.

   As discussed in Note 9 - Commitments and Contingencies, for our
corporate office in Georgia, we currently do not have a lease
and we are not paying rent. It is being provided to the Company
by an officer/director free of charge.  Usage of this office
space and the related value is de minimis.  Therefore, no
expense has been recorded in the accompanying Financial
Statements.  We expect we will have to lease more substantial
corporate office space in the near future and that the cost of
the space may be material to our operations.

11.	FINANCIAL INFORMATION

   Following is a schedule of financial highlights for the four
months ended April 30, 2005, during which period the Company
operated as a BDC:
                                                            Four
                                                         Months Ended
                                                        April 30, 2005
Per Share Data:
---------------

Net Asset Value at Beginning of Period (1)             $      (0.03)

Net Loss                                                      (0.14)
Common stock transactions (2)                                  0.16
Impairment losses on Investments (2)                          (0.00)
                                                       ------------

Net increase in Stockholders Deficiency                        0.02
                                                       ------------

Net Asset Value at End of Period (2)                   $      (0.01)
                                                       ============

Per Share Market Value at End of Period                $       1.45
Total Return (3)                                                190%
Common Stock Outstanding at End of Period                25,554,954

Ratio/Supplemental Data:
------------------------
Net Assets at End of Period                                (129,629)
Ratio of Operating Expenses to Net Assets                       745%
Ratio of Net Operating Loss to Net Assets                       745%

__________________________________________________

(1)   Based on Total Shares Outstanding and Issuable.
(2)   Based on total shares issued and outstanding at end
      of period.
(3)   Total return equals the increase of the ending market
      value over the December 31, 2004 price of $0.50 per
      share, divided by the beginning price.


12.	SUBSEQUENT EVENTS

   From May 2005 through August 31, 2005, the Company received an
additional $821,920 of net proceeds from the private placement
of units that it initiated in April 2005, representing
approximately 747,200 shares of common stock and 747,200 two-
year warrants to purchase common stock at $2.00 per share.  The
shares and warrants are to be issued upon closing of the private
offering.  As a result, at August 31, 2005, the Company has
received $907,867 of net proceeds from the private placement and
has 825,700 of shares issuable and 825,700 of two-year warrants
to purchase common stock at $2.00 per share.

   In May 2005, Harrysen Mittler resigned as Chief Financial
Officer and a director.  In connection with his resignation, and
effective May 31, 2005, Robert Hunziker was appointed Chief
Financial Officer and a director.




                                  F-25



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005



   In June 2005, the Company filed Form S-8 with the SEC for the
registration of 250,000 shares of the Company's $0.001 par value
common stock at an issuance price of $1.00 per share.  In July
2005, 125,000 of these shares were issued to William Bosso as
compensation for services as Chief Executive Officer of the
Company and 125,000 shares were issued to Matthew Henninger for
services as President of the Company.  As it has been determined
that these shares may not have been validly granted, because,
under certain circumstances, a BDC may not issue stock for
services, such issuances have been voluntarily rescinded.

   In June 2005, the Company filed Form 1-E with the SEC of the
Company's intent to offer up to 600,000 shares of its $0.001 par
value common stock at $0.25 per share to holders of the
Company's promissory notes in exchange therefor.  As of the date
of this filing, no shares have been issued under the 1-E in
exchange for the promissory notes.

   In July 2005, the Company announced the execution of a
definitive Share Exchange Agreement by and between the Company,
Holley Communications, Inc., a Delaware corporation and wholly-
owned subsidiary of the Company ("Investment Sub"), and Holley
Communications Canada, Inc., a Canadian Corporation ("Holley
Canada").  Pursuant to the Share Exchange Agreement and subject
to certain closing conditions, Investment Sub will issue
28,500,000 shares of its common stock, equivalent to 95% of its
then-issued and outstanding common stock, to Holley Canada.  In
exchange, Holley Canada will transfer and assign all of Holley
Canada's equity interest in Holley Communications Investment,
Inc., a British Virgin Islands company, to Investment Sub.  The
current expectation is that following completion of transactions
contemplated in the Share Exchange Agreement, the Company will
register and distribute as a special dividend to the
stockholders of the Company, substantially all the Company's
shares in Investment Sub.

   In January 2005, we filed an election to become subject to
Sections 55 through 65 of the Investment Company Act of 1940,
such that we could commence conducting our business activities
as a BDC.  In June 2005, we determined to commence an offering
of shares of our common stock as a BDC in accordance with the
exemption from the registration requirements of the Securities
Act of 1933 as provided by Regulation E.  In connection with
that prospective offer, we filed a Form 1-E with the SEC, which
was reviewed in the ordinary course and a comment letter was
issued.  As a result, we currently understand that we may be out
of compliance with certain of the rules and regulations
governing the business and affairs, financial status, and
financial reporting items required of BDCs.  We are making every
effort to comply as soon as is practicable with the relevant
sections of the 1940 Act and are working with our counsel to
accomplish that compliance.  We have not yet sold or issued any
shares under our proposed offering and, until the completion of
this process; we have voluntarily suspended the proposed
offering.  While we are seeking to comply with the 1940 Act, we
cannot provide any specific time frame for full compliance.  We
cannot predict with certainty what, if any, regulatory or
financial consequences may result from the foregoing.

   The above matter may result in certain contingent liabilities to
the Company as a result of potential actions by the SEC or
others against the Company.  Such contingent liabilities could
not be estimated by management as of the date of this Report.

   The Company granted and issued common stock for consulting
services both before and after its election as a BDC on January
4, 2005, which may have violated certain sections of the 1940
Act.  Management is taking action to remedy such potential
violations including termination of certain consulting
agreements and the attempt to reacquire and cancel such shares
issued pursuant to the agreement.  As the result of such action,
the Company may incur liabilities to the consultants which
management could not estimate as of the date of this report.

The outcome of the above matters could have a significant impact
on our ability to continue as a going concern.




                                  F-26



<PAGE>




                Nortia Capital Partners, Inc.
                Notes to Financial Statements
                 Year Ended April 30, 2005

13.	UNAUDITED QUARTERLY FINANCIAL DATA

   The following is a summary of unaudited quarterly operating
results for the fiscal year end April 30, 2005 and 2004:



<TABLE>
<CAPTION>

Fiscal 2005
-----------

                                            First         Second          Third          Fourth
                                            -----         ------          -----          ------
<S>                                     <C>              <C>             <C>             <C>

Revenues                               $      60,000    $    93,699     $        -      $          -

Loss from Operations                         (57,989)       (82,573)        (664,623)       (717,523)

Net loss                                    (152,989)      (186,773)        (722,562)     (3,544,390)

Net Loss Per Share - Basic and Diluted $       (0.02)   $     (0.01)    $      (0.04)   $      (0.21)


Fiscal 2004
-----------
                                            First          Second          Third         Fourth
                                            -----          ------          -----         ------

Revenues                               $           -    $    26,301     $     60,000    $     60,000

Income (Loss) from Operations                (12,078)       (10,614)          26,183        (151,122)

Net Income (Loss)                            (12,261)       (11,496)          21,912        (161,619)

Net Income (Loss) Per Share
   - Basic and Diluted                 $           -    $     (0.01)    $       0.01    $          -


</TABLE>



Note:  The Board of Directors approved a two-for-one stock split
-----  of the Company's common shares.  The record date for the
split was February 28, 2005 and the pay date was March 3, 2005.
In accordance with SFAS 128, the Company has retroactively
presented the effect of the stock split for all periods
presented in the above unaudited quarterly data for all per
share amounts.




                                  F-27



<PAGE>








Item 9.	Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

      Not Applicable

Item 9A.	Controls and Procedures

   As of April 30, 2005 (the end of the period covered by this
report), we, including our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined
in Rule 13a-15(e) of the 1934 Act).  Based on that evaluation,
our management, including the Chief Executive Officer and Chief
Financial Officer, concluded that our disclosure controls and
procedures were effective and provided reasonable assurance that
information required to be disclosed in our periodic SEC filings
is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding
required disclosure. However, in evaluating the disclosure
controls and procedures, management recognized that any controls
and procedures, no matter how well designed and operated can
provide only reasonable assurance of achieving the desired
control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship
of such possible controls and procedures.

There was no significant change in our internal control over
financial reporting (as defined in Rule 13a-15(f) of the
Securities Exchange Act of 1934) that occurred during our
most recently completed fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.


Item 9B.	Other Information

    None

                             PART III

Item 10.	Directors and Executive Officers of the Registrant

   The officers and directors of the Company are as follows:

  Name                  Age                  Position
____________________   _____     ____________________________________

William J. Bosso        56         Chief Executive Officer and Director
Matthew T. Henninger    38         President, Secretary and Director
Robert Hunziker         51         Chief Financial Officer and Director
J.P. Baron              44         Director
John Benton             52         Director
Michael E. Marshall     47         Director
John A. Van Tuin        42         Director


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

   William J. Bosso has served as chief executive officer of the
Company since December 2004 and has served as one of Company's
directors since October 2004.  Mr. Bosso is an "interested"
director.  In July 2004, Mr. Bosso became a director and
president of the Company but resigned from both positions in
October 2004.  Later that month, he was reappointed as a
director of the Company and in December 2004 he was appointed as
chief executive officer of the Company.  Previously, he served
as a director and president of Nortia Capital Partners, Inc., a
Florida corporation ("Nortia Florida"), from April 2003 until
December 2004, when it merged into the Company.  Mr. Bosso has
served as a consultant to privately and publicly held
corporations for the past 14  years.  From 1992 to 1993, he
served as vice president of OCG Technologies, Inc., a medical
appliance, healthcare software and medical billing company, and
from 1994 to 1997, he served as president and CEO of Affinity
Entertainment, Inc., a television and movie company.  Prior to
that, Mr. Bosso was an account executive with Paine Webber.  Mr.
Bosso has been a consultant to businesses in the




                                  -30-



<PAGE>




telecommunications, insurance, airline, medical, entertainment,
stock transfer, financial communications, restaurant, and golf
equipment industries.  Mr. Bosso brings more than 17 years
experience in the public markets, 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.

   Matthew T. Henninger has served as president of the Company
since December 2004 and has served as one of the Company's
directors since October 2004.  Mr. Henninger is an "interested"
director.  In July 2004, Mr. Henninger became a director and
chief executive officer of the Company but resigned from both
positions in October 2004.  Later that month, he was reappointed
as a director of the Company and in December 2004, he was
appointed president of the Company.  Previously, he served as a
director and chief executive officer of Nortia Florida from July
2004 until December 2004, when it merged into the Company.  Mr.
Henninger is currently president of Finanziell Kaufer, Inc., a
Los Angeles, California boutique turnaround investment firm.
During 2002 and 2003, he was a director of Print Data Corp., a
specialty distributor of information technology products and
services.  During 2000 and 2001, he served as the president of
The Aromatherapy of Rome, a leading manufacturer of aromatherapy
products in the United States.  During 1998 and 1999, he served
as the chief executive officer of Ceres San Francisco, a leading
manufacturer of specialty candles.

   Robert Hunziker was appointed chief financial officer of the
Company in May 2005.  He is also a consultant with National
Restaurant Brokers ("NRB") in Atlanta, Georgia.  NRB is a
valuation and merger and acquisition firm specializing in the
restaurant industry.  Mr. Hunziker has been responsible for
valuing over 500 companies with sales totaling $2 billion.  Mr.
Hunziker has also been involved with the mergers and acquisition
of NRB clients and the financing of such transactions.  Prior to
joining NRB, Mr. Hunziker was an investment consultant with
various insurance companies and banks.  He consulted with public
retirement plans as well as high net worth individuals and small
companies.  Mr. Hunziker was also an operations/audit consultant
for the Ford Motor Company and started his career as a staff
accountant for Price Waterhouse where he assisted in the audits
of Fortune 500 Companies including IBM, Chemical Bank, Drexel
Burnham and Citicorp.  Mr. Hunziker was a CPA (previously
licensed in the states of New York, Tennessee, and Georgia), has
an MBA in finance from Cornell University Johnson School of
Management and a BS in Business Administration from Cornell
University.

   J.P. Baron has served as a director of the Company since October
2004.  Mr. Baron is an "independent" director.  He also served
as a director of Nortia Florida from April 2003 until December
2004, when it merged with the Company.  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.  One
of Mr. Baron's accomplishments include turning around a failing
real estate appraisal firm so that it became a $4 million dollar
a year enterprise 24 months later and 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.  Mr. Baron also developed a flat-rate long
distance telephone conduit/corridor, which was marketed to
university students.  Several major participants in the
telecommunication industry later emulated this concept.

   John Benton has served as a director of the Company since
October 2004.  Mr. Benton is an "independent" director.  He also
served as a director of Nortia Florida from April 2003 until
December 2004, when it merged with the Company.  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, loan and property workouts, and investor
communication.  Mr. Benton joined Hatfield Philips (a Special
Services of Lehman Brothers' Principal Transaction Group Debt
and Equity Commercial Real Estate Portfolios) as a senior asset
manager, in the Special Servicing and Workout Group, 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 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 and workouts, assisted in public
company reorganization, and initiated the company's efforts in





                                  -31-



<PAGE>




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.

   Michael E. Marshall has served as a director of the Company
since October 2004.  Mr. Marshall is an "independent" director.
He also served as president, chief financial officer, and
secretary of the Company from October 2004 to December 2004.
Mr. Marshall has been employed by Gibbs & Olson, Inc, a
consulting engineering firm located in southwest Washington,
since 1996 as a project engineer and project manager.

   John A. Van Tuin was appointed a director of the Company in
December 2004.  Mr. Van Tuin is an "independent" director.
Since 2002, Mr. Van Tuin has been a principal with Bradford
Equities Management, L.L.C., a New York based Private Equity
firm.  He has over fifteen years of private equity investment,
corporate finance and leveraged lending experience.  For the
four years prior to joining Bradford, Mr. Van Tuin was a Vice
President at River Capital, Inc., a private equity firm in
Atlanta, Georgia, where he was responsible for making private
equity investments in middle-market companies.  During 1996
through 1998, he was employed by KPMG LLP, most recently as a
Managing Director in its Corporate Finance & Health Ventures
Group, where he provided investment banking and corporate
finance advisory services to middle-market companies.  In
addition, Mr. Van Tuin worked at GE Capital and Heller Financial
where he was responsible for making senior debt, subordinated
debt and equity investments in leveraged acquisitions.  He also
worked at HK International LP, a private equity firm and for the
past six hears has served as a Director of Consumer Product
Enterprises, Inc.  Mr. Van Tuin received an M.S.M. in finance
and accounting from Georgia Institute of Technology and a B.A.
in Chemistry from Miami University of Ohio.

The Audit Committee

   The Audit Committee operates pursuant to a charter approved by
the Board of Directors.  The charter sets forth the
responsibilities of the Audit Committee.  The primary function
of the Audit Committee is to serve as an independent and
objective party to assist the Board of Directors in fulfilling
its responsibilities for overseeing and monitoring the quality
and integrity of the Company's financial statements, the
adequacy of the Company's system of internal controls, the
review of the independence, qualifications and performance of
the Company's independent registered public accounting firm, and
the performance of the Company's internal audit function.  The
Audit Committee is presently composed of two persons - Messrs.
Baron and Benton (Chair), each of whom is considered
independent.  The Company's Board of Directors has determined
that J.P. Barron is the "audit committee financial expert"
as defined under Item 401 of Regulation S-K of the 1934 Act.
Messrs. Baron and Benton each meet the current independence and
experience requirements of Rule 10A-3 of the 1934 Act and, in
addition, are not "interested persons" of the Company as defined
in Section 2(a)(19) of the Investment Company Act of 1940.

Section 16(a) Beneficial Ownership Reporting Compliance

   Pursuant to Section 16(a) of the 1934 Act, the Company's
directors and executive officers, and any persons holding more
than 10% of its common stock, are required to report their
beneficial ownership and any changes therein to the SEC and the
Company. Specific due dates for those reports have been
established, and the Company is required to report herein any
failure to file such reports by those due dates.  Based on the
Company's review of Forms 3, 4 and 5 filed by such persons, the
Company believes that during the fiscal year ended April 30,
2005, all Section 16(a) filing requirements applicable to such
persons were met in a timely manner.







                                  -32-



<PAGE>





Item 11.	Executive Compensation


COMPENSATION OF DIRECTORS AND OFFICERS

   The following table sets forth the remuneration of each of the
Company's executive officers during each of its three most
recent fiscal years:

<TABLE>
<CAPTION>


                             Summary Compensation Table

                                                                     Long Term Compensation
                                                                --------------------------------
                              Annual Compensation                          Awards              Payouts
                            -----------------------               -----------------------     -----------
                                                                   Restricted     Securities
   Name and                                         Other Annual     Stock       Underlying/    LTIP        All  Other
Principal Position      Year   Salary($)  Bonus($) Compensation($) Award(s)($)  Options/SARs(#) Payouts($)   Comp($)
------------------      ----   ---------  -------- --------------- -----------  --------------- ---------    -------
<S>                     <C>    <C>        <C>      <C>             <C>          <C>             <C>          <C>
William Bosso           2003       -0-       -0-           -0-        1,150 (1)        -0-        -0-          -0-
Director, CEO           2004    17,500       -0-           -0-       80,000 (2)        -0-        -0-          -0-
                        2005    98,837       -0-           -0-       85,000 (3)        -0-        -0-          -0-

Harrysen Mittler (4)    2003       -0-       -0-           -0-          -0-            -0-        -0-          -0-
Director, Chief         2004       -0-       -0-           -0-       92,000 (5)        -0-        -0-
Financial Officer *     2005       -0-       -0-           -0-       70,000 (6)        -0-        -0-          -0-

Matthew Henninger       2003       -0-       -0-           -0-          -0-            -0-        -0-          -0-
Director, President     2004       -0-       -0-           -0-          -0-            -0-        -0-
                        2005    76,154       -0-           -0-       71,150 (7)        -0-        -0-          -0-

Robert Hunziker         2003       -0-       -0-           -0-          -0-            -0-        -0-          -0-
Director, Chief         2004       -0-       -0-           -0-          -0-            -0-        -0-
Financial Officer *     2005       -0-       -0-           -0-       10,000 (8)        -0-        -0-          -0-


</TABLE>


*    Effective May 27, 2005, Harrysen Mittler resigned as our Chief
     Financial Officer and one of our Directors.  In connection with
     his resignation, and effective May 31, 2005, Robert Hunziker was
     appointed as our Chief Financial Officer and one of our
     Directors.
(1)  In April 2003, we issued 1,150,000 shares of our Common
     Stock to Mr. Bosso.  Of such shares, 1,000,000 were issued for
     his services as our President and 150,000 were issued for his
     services as one of our Directors.  The shares were valued at
     $0.001 per share or $1,150.

(2)  In March 2004, we issued 1,000,000 shares of our Common
     Stock to Mr. Bosso for his services as our President.  The
     shares were valued at $0.08 per share and $80,000 was recorded
     as compensation expense in our Financial Statements for that
     fiscal year, as there was no stated term or agreement.
(3)  In October 2004, we issued 850,000 shares of our Common
     Stock to Mr. Bosso.  Of such shares, 750,000 were issued for his
     services as our Chief executive Officer and 100,000 were issued
     for his services as one of our Directors.  The shares were
     valued at $0.10 per share and $85,000 was recorded as
     compensation expense in our Financial Statements for that year,
     as there was no stated term or agreement.
(4)  Mr. Mittler was a consultant for 2005 and therefore
     received no salary.  However, he received $52,405 of payments
     that were recorded as consulting in our Statement of Operations
     for that year.
(5)  In March 2004, we issued 1,150,000 shares of our Common
     Stock to Mr. Mittler.  Of such shares, 1,000,000 were issued for
     his services as our Chief Financial Officer and 150,000 were
     issued for his services as one of our Directors.  The shares
     were valued at $0.08 per share and $80,000 was recorded as
     compensation expense and $12,000 as director's fees in our
     Financial Statements for that year, as there was no stated term
     or agreement.
(6)  In October 2004, we issued 700,000 shares of our Common
     Stock to Mr. Mittler.  Of such shares, 600,000 were issued for
     his services as our Chief Financial Officer and 100,000 were
     issued for his services as one of our Directors.  The shares
     were valued at $0.10 per share and $70,000 was recorded as
     compensation expense in our Financial Statements for that fiscal
     year, as there was no stated term or agreement.



                                  -33-



<PAGE>





(7)  In June 2004, we issued 1,150,000 of our Common Stock to
     Mr. Henninger.  Of such shares, 1,000,000 were issued for his
     services as President of the Company and 150,000 were issued for
     his services as one of our Directors.  The shares were valued at
     $0.001 per share and $1,000 was recorded as compensation expense
     and $150 was recorded as director's fees in our Financial
     Statements for that year, as there was no stated term or
     agreement.  In October 2004, we issued 700,000 shares of our
     Common Stock to Mr. Henninger.  Of such shares, 600,000 were
     issued for his services as our President and 100,000 shares were
     issued for his services as one of our Directors.  The shares
     were valued at $0.10 per share and $60,000 was recorded as
     compensation expense and $10,000 was recorded as director's fees
     in our Financial Statements for that year, as there was no
     stated term or agreement.
(8)  In October 2004, we issued 100,000 shares of our Common
     Stock to Mr. Hunziker for his services as one of our Directors.
     The shares were valued at $0.10 per share and $10,000 was
     recorded as director's fees in our Financial Statements for that
     year, as there was no stated term or agreement.

   The Company has no stock option, retirement, pension, or profit-
sharing programs for the benefit of directors, officers, or
other employees.

   No director received any type of compensation from the Company
for serving in such capacity.

   The Company has no investment adviser as defined in section
2(a)(20) of the 1940 Act.





                                  -34-



<PAGE>




Item 12.	Security Ownership of Certain Beneficial Owners and

Management

The following table sets forth, as of October 26, 2005, each
stockholder who owned more than 5% of our outstanding shares of
common stock, each director, the chief executive officer, our
executive officers and our directors and executive officers as a
group.  As of such date, there were no persons that owned 25% or
more of our outstanding voting securities, and no person would
be deemed to control us, as such term is defined in the 1940
Act.  Unless otherwise indicated, we believe that each
beneficial owner set forth in the table has sole voting and
investment power.
                                 Number of      Percentage
Name and Address of Owner       Shares Owned    of Class (1)
-------------------------       ------------    ------------

William J. Bosso (2) (3)
400 Hampton View Court
Alpharetta, Georgia 30004         6,069,500       24.92%

Matthew T. Henninger (2)
555 West 5th Street
Los Angeles, California 90013     3,900,000       16.02%

Robert Hunziker
80 Johnson Ferry Road NE
Atlanta, Georgia 30328              200,000           *

John W. Benton, III
4609 Village Green Drive
Roswell, Georgia 30075              500,000        2.05%

J.P. Baron, II
701 Rossland Road East, Suite 382
Whitby, Ontario, Canada L1N 9K3     500,000        2.05%

Michael E. Marshall
6524 Elizan Drive NW
Olympia, Washington 98502           250,000        1.03%

John A. Van Tuin
255 Huguenot Street, #202
New Rochelle, New York 10801        250,000        1.03%

Harrysen Mittler
16-1375 Southdown Road, #126
Mississauga, Ontario L5J 2Z1
Canada                            4,036,668       16.58%

All Officers and Directors as a
   Group (7 persons)             11,269,500       47.92%

*     Constitutes less than 1%
(1)   Based upon 24,351,639 Shares of Company's Common Stock
      outstanding as of October 26, 2005.
(2)   Includes 200,000 shares of the Company's Common Stock
      issuable as a result of the conversion (at the current
      conversion ratio) of all of the Company's Convertible Preferred
      A Stock previously owned by such individual.
(3)   Includes 400,000 shares held by William Bosso's children,
      in respect of which shares, Mr. Bosso disclaims beneficial
      ownership.





                                  -35-



<PAGE>






Item 13.	Certain Relationships and Related Transactions

   At April 30, 2003, we had an account payable in the amount of
$3,113 to an individual, who was a stockholder and director of
ours and who had directly paid certain of our expenses, which
payable was non-interest bearing and without any repayment
terms.  During the 12 months ended April 30, 2004, we repaid
$2,000 of these advances, which resulted in a balance due of
$1,113 at April 30, 2004.  During the three months ended July
31, 2004, we repaid $500 of these advances and during the three
months ended January 31, 2005, we repaid the remaining $613.  At
April 30, 2005, the balance outstanding was zero.

   In June and August 2004, we received advances totaling $3,000
from a company controlled by the wife of our then-Chief
Executive Officer and was classified in Due to Related Party.
During the eight months ended December 31, 2004, the $3,000 was
repaid and at April 30, 2005, the balance was zero.

   We currently do not have a lease for our corporate office in
Georgia and we are not paying rent.  It is being provided to us
free of charge by an individual, who is a stockholder, officer,
and director of ours.  Usage of this office space and the
related value is de minimis.

Item 14.	Principal Accountant Fees and Services

   Our board of directors selected Salberg & Company, PA, as
independent registered public accounting firm for the Company
for the fiscal year ending April 30, 2005, as our audit
committee was established during such year.  We expect our audit
committee will select our independent registered public
accounting firm in future years.  Salberg & Company, PA, has
advised the Company that neither the firm nor any present member
or associate of it has any material financial interest, direct
or indirect, in the Company or its subsidiaries.

   Audit Fees:  Audit fees consist of fees billed for professional
services rendered for the audit of our year-end financial
statements and services that are normally provided by Salberg &
Company, PA, in connection with statutory and regulatory
filings.  Fees incurred by the Company were an aggregate of
$42,500 for each quarterly review associated with our Form 10-Q
(or, prior to our becoming a BDC, our Form 10-QSB) filings and
any amendments thereto and for the annual audit of the Company's
financial statements included as part of our Form 10-K filing.

   Audit-Related Fees:  Audit-related services consist of fees
billed for assurance and related services that are reasonably
related to the performance of the audit or review of our
financial statements and are not reported under "Audit Fees."
These services include attest services that are not required by
statute or regulation and consultations concerning financial
accounting and reporting standards.  Such fees aggregated $2,300
during the fiscal year ending April 30, 2005.

   Tax Services Fees:  Tax fees consist of fees billed for
professional services for tax compliance.  These services
include assistance regarding federal, state, and local tax
compliance.  Tax fees incurred by the Company were $0
during the fiscal year ending April 30, 2005.

   All Other Fees:  Other fees would include fees for products and
services other than the services reported above.

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

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





                                  -36-



<PAGE>






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

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

   Based on the Audit Committee's discussion with management and
the independent registered public accounting firm, the Audit
Committee's review of the audited financial statements, the
representations of management and the report of the independent
registered public accounting firm to the Audit Committee, the
Audit Committee recommends that the board of directors include
the audited financial statements in the Company's Annual Report
on Form 10-K for the fiscal year ended April 30, 2005, for
filing with the SEC.  The Audit Committee has also appointed
Salberg & Company, PA, to serve as independent registered public
accounting firm for the year ended April 30, 2006.

                              PART IV

Item 15.	Exhibits and Financial Statement Schedules

(a)	Financial Statements

	See Item 8.

(b)	Exhibits

Exhibit No.			Exhibit Description






2.1    Share  Exchange  Agreement  (incorporated  by  reference  to
       Exhibit 2.1 of registrant's Current Report on Form 8-K filed
       with the Commission on October 21, 2004).

2.2    Merger  Agreement  dated December 3, 2004  (incorporated  by
       reference  to Exhibit 2.2 of registrant's Current Report  on
       Form 8-K filed with the Commission on December 9, 2004).

3.1    Registrant's  Amended and Restated Articles of Incorporation
       filed  with  the  Nevada  Secretary  of  State's  office  on
       November 29, 2004 (incorporated by reference to Exhibit  3.1
       of  registrant's Current Report on Form 8-K filed  with  the
       Commission on December 9, 2004).

3.2    Registrant's Certificate of Designations of Preferred  Stock
       filed with the Nevada Secretary of State's office on October
       21,  2004  (incorporated  by reference  to  Exhibit  3.2  of
       registrant's  Current  Report on Form  8-K  filed  with  the
       Commission on December 9, 2004).

3.3    Registrant's  Bylaws (incorporated by reference  to  Exhibit
       3.3  of  registrant's Current Report on Form 8-K filed  with
       the Commission on December 9, 2004).

3.4    Certificate  of  Withdrawal  of Certificate  of  Designation
       regarding  registrant's Series A Preferred Stock,  as  filed
       with  the  Nevada Secretary of State's office on October  6,
       2005.

10.1   Code of ethics.

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-Act of 2002.

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

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

99.1   Press Release dated July 19, 2005 (incorporated by reference
       to  Exhibit 99.1 of registrant's Current Report on Form  8-K
       filed with the Commission on July 22, 2005).

99.2   Press Release dated July 20, 2005 (incorporated by reference
       to  Exhibit 99.1 of registrant's Current Report on Form  8-K
       filed with the Commission on July 22, 2005).



                                  -37-



<PAGE>




                           SIGNATURES


   Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



                            NORTIA CAPITAL PARTNERS, INC.

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

                            By:/s/Matthew Henniger
                               ---------------------------------
                                   Matthew Henninger
                                   President

                            By:/s/Robert Hunziker
                               ---------------------------------
                                   Robert Hunziker
                                   Chief Financial Officer


Date:   November 18, 2005


Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.




      Signature                 Title                       Date


/S/ WILLIAM BOSSO            Chief Executive Officer      November 18, 2005
    William Bosso            and Director

/S/ MATTHEW HENNINGER        President                    Novmeber 18, 2005
    Matthew Henninger        and Director

/S/ ROBERT HUNZIKER          Chief Financial Officer      November 18, 2005
    Robert Hunziker          and Director

/S/ J. P. BARON              Director                     November 18, 2005
    J. P. Baron

/S/ JOHN BENTON              Director                     November 18, 2005
    John Benton

/S/ MICHAEL E. MARSHALL      Director                     November 18, 2005
    Michael E. Marshall

/S/ JOHN A. VAN TUIN         Director                     November 18, 2005
    John A. Van Tuin


                                  -38-


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