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

                                  FORM 10-KSB
(Mark One)

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

            For the fiscal year ended April 30, 2007

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

           For the transition period from ____________ to ____________

            Commission File Number 0-26843

                          NORTIA CAPITAL PARTNERS, INC.
                          -----------------------------
                 (Name of Small Business Issuer in Its Charter)

                  Nevada                                      90-0254041
                  ------                                      ----------
       (State or Other Jurisdiction of                     (I.R.S. Employer
      of Incorporation or Organization)                   Identification No.)

   400 Hampton View Court, Alpharetta, GA                        30004
   --------------------------------------                        -----
  (Address of Principal Executive Offices)                    (Zip Code)

                                 (770) 777-6795
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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

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

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

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

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

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

                                                           Yes [X]  No [ ]

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

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

      State Issuer's revenues for its most recent fiscal year.$185,000

      As of July 25, 2007, the aggregate market value of our common stock,
$0.001 par value, held by non-affiliates was approximately $14,823,812, based on
21,176,874 shares outstanding at $0.70 per share, which was the last reported
sales price of the Company's common stock on the Pink Sheets for such date).
(See definition of affiliate in Rule 12b-2 of the Exchange Act.)

      As of July 25, 2007, there were 31,414,874 shares of our common stock
issued and outstanding.

      Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]




                                       2


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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                      PAGE
<S>        <C>                                                              <C>

Item 1.    Description of Business                                             5
Item 2.    Description of Property                                            13
Item 3     Legal Proceedings                                                  13
Item 4.    Submission of Matters to a Vote of Security Holders                14

PART II

Item 5.    Market for Common Equity, Related Stockholder Matters and
           Small Business Issuer Purchases of Equity Securities               15
Item 6.    Management's Discussion and Analysis or Plan of Operation          18
Item 7.    Financial Statements                                               25
Item 8.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                           25
Item 8A.   Controls and Procedures                                            26
Item 8B.   Other Information                                                  26

PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons
           and Corporate Governance; Compliance with Section 16(a)            27
           of the Exchange Act
Item 10.   Executive Compensation                                             29
Item 11.   Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    31
Item 12.   Certain Relationships and Related Transactions                     32
Item 13.   Exhibits and Financial Statement Schedules                         33
Item 14.   Principal Accountant Fees and Services                             34

SIGNATURES                                                                    36
</TABLE>





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               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

   o  Changes in general economic and business conditions affecting us;
   o  Changes in the assumptions used in making forward-looking statements;
   o  Legal or policy developments that diminish our appeal;
   o  Changes in our business strategies;
   o  Our limited operating history;
   o  The degree and nature of our competition;
   o  Our ability to employ and retain qualified employees; and
   o  The other factors referenced in this Annual Report, including without
      limitation,  under the captions  "Description of Business," "Risk Factors"
      and "Management's Discussion and Analysis or Plan of Operation."

These risks are not exhaustive. Other sections of this Annual Report include
additional factors which could adversely impact our business and financial
performance. Moreover, we operate in a competitive and changing environment. New
risk factors emerge from time to time and it is not possible for our management
to predict all risk factors, nor can we assess the impact of all factors on our
business or to the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-
looking statements. Given these risks and uncertainties, we caution you not to
place undue reliance on forward-looking statements as a prediction of actual
results. All forward-looking statements are made only as of the date of this
Annual Report. Except for our ongoing obligation

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<PAGE>


to disclose material information as required by federal securities laws, we do
not intend to update you concerning any future revisions to any forward-looking
statements to reflect events or circumstances occurring after the date of this
Annual Report. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information or future
events.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

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

HISTORY OF COMPANY DEVELOPMENT

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

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

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

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

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

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

                                       5


<PAGE>


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

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

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

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

NEW BUSINESS MODEL

Subsequent to our withdrawal as a BDC, Nortia changed the nature of its business
focus from investing, owning, holding, or trading in investment securities to
that of an operating company intending to provide merchant banking-type services
to small, private companies seeking to become publicly held and traded.
Specifically, we intend to identify small private companies and assist them with
managerial, accounting and financial advice and help them to raise necessary
capital by introducing them to potential investors. As compensation for these
services, Nortia proposes to receive shares of the companies, which we expect
will then be registered in their initial public offerings. Upon the client
company's initial public offering, we intend to immediately distribute to its
shareholders a portion of the shares held.

The management of Nortia includes individuals with direct operating and
ownership experience and work with client companies from a strategic
perspective, advising and supporting them on a broad range of issues. We also
support our client companies with access to capital to fund expansion and add-on
acquisitions. We believe that our contribution to the success of our client
companies will extend beyond our capital and financing expertise. After a
participation arrangement is made with Nortia, the client company will retain
its operating autonomy. We intend to leave the day-to-day affairs of client
companies to the management teams, while providing strategic oversight and
possible participation as active members of the client companies board of
directors.


Nortia intends to conduct its activities in such a way that it will not be
deemed an "investment company" subject to regulation under the 1940 Act. Thus,
it will not hold itself out as being engaged primarily in the business of
investing, reinvesting or trading in securities. In addition, we intend to
conduct our business in

                                       6


<PAGE>


such a manner as to ensure that it will at no time own or propose to acquire
investment securities having a value exceeding 40 percent of our total assets at
any one time.

Currently, we have only two client companies. For one of them, the Company holds
1,250,000 shares of Knight Energy Corp. ("Knight") and the shares have been
valued at $1,250,000 in the accompanying financial statements as of April 30,
2007. The $1,250,000 represents approximately five percent (5%) of the
outstanding common shares of Knight. However, in March 2007, the Company entered
into a voting trust agreement ("VTA") whereby the Company is the trustee and has
voting control for 12,200,000 shares of Knight common stock or approximately 60%
of the outstanding shares. As a result of the VTA, and because the Company has
voting control over approximately 60% of the Knight outstanding shares, the
Company believes that the Knight shares it holds are not "investment securities"
as defined by the 1940 Act. However, if the SEC disagrees with the Company's
position on the Knight securities, it may be subject to potential enforcement
action by the SEC to additional liability.

OUR EMPLOYEES

As of April 30, 2007, we had 3 employees and 1 part-time consultant. None of our
employees or is the consultant represented by a union. We believe relations with
our employees are good.


                                  RISK FACTORS

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

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

WE HAVE SUFFERED SIGNIFICANT OPERATING LOSS IN OUR CURRENT FISCAL YEAR AND SINCE
INCEPTION.

During the fiscal year ended April 30, 2007, we had a net loss of $1,474,461,
and we have had significant cumulative net losses since inception. Our principal
uses of cash to date have been for operating activities and we have funded our
operations since entering a new development stage on May 1, 2006 by the sale of
our common stock. Effective May 1, 2006, we are no longer a BDC and are
commencing a new business model as a merchant banking firm. There is no
assurance that we will be successful under our new business model, achieve
revenues and provide sufficient cash flow to fund our required expenditures.
Additionally, there is no assurance that additional equity or debt financing
will be available on terms acceptable to our management.

                                       7


<PAGE>


WE HAVE A GOING CONCERN RISK

Our independent registered public accounting firms' reports on our financial
statements for the fiscal years ended April 30, 2007 and 2006 include an
emphasis paragraph in addition to their audit opinion stating that recurring
losses from operations, a working capital deficiency and accumulated deficit
raise doubt about our ability to continue as a going concern. 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 that may result from the inability to continue as a going concern.

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 have limited experience in our current line of business as a merchant banking
firm.

WHEN THE COMPANY CEASED TO BE A BDC IN MAY 2006, THE SHAREHOLDERS LOST CERTAIN
PROTECTIONS, INCLUDING THE FOLLOWING:

   o  The Company is no longer subject to the requirement that it maintain
      a ratio of assets to senior securities of at least 200%;

   o  The Company is no longer prohibited from protecting any director or
      officer against any liability to the Company or the Company's shareholders
      arising from willful malfeasance, bad faith, gross negligence, or reckless
      disregard of the duties involved in the conduct of that person's office;

   o  The Company is no longer required to provide and maintain a bond
      issued by a reputable fidelity insurance company to protect it against
      larceny and embezzlement;

   o  The Company is no longer required to ensure that a majority of the
      directors are persons who are not "interested persons," as that term is
      defined in the 1940 Act, and certain persons that would be prevented from
      serving on the Company's board if it were a BDC (such as investment
      bankers) will be able to serve on the Company's board;

   o  The Company is no longer subject to provisions of the 1940 Act
      regulating transactions between BDCs and certain affiliates and
      restricting the Company's ability to issue warrants and options;

   o  The Company will be able to change the nature of its business and
      fundamental investment policies without having to obtain the approval of
      its shareholders;

   o  The Company is no longer subject to provisions of the 1940 Act
      prohibiting the issuance of securities at a price below net asset value;

   o  The Company is no longer subject to the other provisions and
      protections set forth in Sections 55 through 64 of the 1940 Act and the
      rules and regulations promulgated thereunder. However, the Board will
      still be subject to customary principles of fiduciary duty with respect to
      the Company and its shareholders. In addition, withdrawal of the Company's
      election to be treated as a BDC did not affect the Company's registration
      under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange
      Act"). Under the Exchange Act, the Company is required to file periodic
      reports on Form 10-KSB, Form 10-QSB, Form 8-K, proxy statements and other
      reports required under the Exchange Act; or

   o  The withdrawal of the Company's election to be regulated as a BDC
      results in a change in its

                                       8


<PAGE>


      method of accounting. BDC financial statement presentation and accounting
      uses the value method of accounting used by investment companies, which
      allows BDCs to recognize income and value their investments at market
      value as opposed to historical cost. Operating companies use either the
      fair-value or historical-cost methods of accounting for financial
      statement presentation and accounting for securities held, depending on
      how the investment is classified and how long the company intends to hold
      the investment. Changing the Company's method of accounting could reduce
      the market value of its investments in privately held companies by
      eliminating the Company's ability to report an increase in value of its
      holdings as they occur. The Company believes that, in light of its limited
      assets, the effect of the change in method of accounting should not be
      material. In accordance with generally accepted accounting principles, the
      change from a BDC to an operating company will be retrospectively applied
      to prior periods. The Company does not believe that withdrawing its
      election to be regulated as a BDC will have any impact on its federal
      income tax status, because the Company never elected to be treated as a
      RIC. Instead, the Company has always been subject to corporate level
      federal income tax on its income (without regard to any distributions it
      makes to its shareholders) as a "regular" corporation under Subchapter C
      of the Internal Revenue Code.

WE ARE HIGHLY DEPENDENT UPON MANAGEMENT, AND THE COMPANY'S FUTURE SUCCESS
DEPENDS ON THE CONTINUED CONTRIBUTION OF KEY MANAGEMENT, SOME OF WHOM WOULD BE
DIFFICULT TO REPLACE.

The Company's growth and profitability depend on its ability to attract and
retain skilled employees and on the ability of its officers and key personnel to
obtain and maintain strong referral relationships with venture capital, private
equity fund sponsors and other investment banking and financial institutions and
provide management assistance to the Company's client 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.

OPERATING RESULTS MAY FLUCTUATE AND MAY NOT BE INDICATIVE OF FUTURE PERFORMANCE.

Our operating results may fluctuate and, therefore, you should not rely on
current or historical period results to be indicative of our performance in
future reporting periods. Factors that could cause operating results to
fluctuate include, but are not limited to, the degree to which we encounter
competition in our business market as a merchant banking firm, 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:

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

   o  significant volatility in the market price and trading volume of
      securities of merchant banking firms or other financial services
      companies;

   o  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;

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<PAGE>


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

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

   o  general economic conditions and trends;

   o  loss of a major funding source; or

   o  departures of key personnel.

WE HAVE A LIMITED OPERATING HISTORY WHICH MAY AFFECT OUR ABILITY TO MANAGE OUR
BUSINESS AND MAY IMPAIR YOUR ABILITY TO ASSESS OUR PROSPECTS.

We were incorporated in April 1999 but only commenced business and investment
operations as a BDC in mid-January 2005. Additionally, effective May 2006, we
have withdrawn our election to be a BDC and have commenced a new business model
as a merchant banking firm. We are subject to all of the business risks and
uncertainties associated with any new business enterprise, including the risk
that we will not achieve our business objective and that the value of our common
stock or other securities could decline substantially. As a result, we have very
limited operating results under these regulatory frameworks that would
demonstrate either their effect on the business or our ability to manage the
business within these frameworks. In addition, the Company has not engaged in
this line of business before, and there is no guarantee that it will be
successful in implementing the business plan, or that if implemented, it will
ever have revenues from the business. Our new business model depends to a
significant extent upon strong referral relationships with venture capital,
private equity fund sponsors and other investment banking and financial
institutions, and our inability to develop or maintain these relationships, or
the failure of these relationships to generate 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.

THE COMPANY IS SUBJECT TO THE UNDERLYING RISKS OF THE NEW, DEVELOPING BUSINESSES
WHICH THE COMPANY WILL ASSIST.

Effective May 1, 2006, the Company is pursuing a business model whereby it
provides merchant banking-type services to small, private companies seeking to
become publicly held and traded. Specifically, the Company will identify small
private client companies and assist them with managerial, accounting and
financial advice and help them to raise necessary capital by introducing them to
potential investment advisors. As compensation for these services, the Company
proposes to receive shares of the client company, which will then be registered
by the client company in its initial public offering. Successful achievement 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. Moreover, the Company's
task of identifying and helping to build successful new and emerging enterprises
is difficult. There can be no assurance that the Company will be successful in
identifying and developing these ventures.

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<PAGE>


THE COMPANY MAY CONTINUE TO BE DEEMED AN "INVESTMENT COMPANY" SUBJECT TO
REGULATION UNDER THE 1940 ACT.

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

THE COMPANY MAY NOT HOLD INVESTMENT SECURITIES HAVING A VALUE EXCEEDING
40 PERCENT OF THE COMPANY'S ASSETS AT ANY ONE TIME.

The Company must ensure that shares of client companies do not exceed 40 percent
of the Company's assets at any one time. The consequences of such an event are
would result in significant financial and regulatory liability to the Company.

CURRENT MANAGEMENT CONTROLS A SIGNIFICANT PORTION OF OUR OUTSTANDING COMMON
STOCK.

Our officers and directors own in excess of approximately 33% 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.

MANAGEMENT HAS DISCRETIONARY USE OF COMPANY ASSETS.

We continue to look for and investigate other business opportunities that are
consistent with our business plan. Accordingly, management has broad discretion
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 be no assurance that the management's use or allocation of such
proceeds will allow it to achieve its business objectives.

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.

WE OPERATE IN A COMPETITIVE MARKET AS A MERCHANT BANKING FIRM.

We compete as a merchant banking firm with a large number of private equity
funds and mezzanine funds, business development companies, other investment
banks, other equity and non-equity based investment funds, and other sources of
financing, including specialty finance companies and traditional financial
services companies such as commercial banks. Some of our competitors may have
greater resources than we do. Increased competition would make it more difficult
for us to successfully implement our business plan.

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<PAGE>


OUR CLIENT COMPANIES MAY NOT SUCCESSFULLY COMPLETE THEIR INITIAL PUBLIC
OFFERINGS.

As compensation for services, the Company proposes to receive shares of the
client company, which will then be registered by the client company in its
initial public offering. Upon the client company's initial public offering, the
Company will immediately distribute to its shareholders a portion of the client
company's shares held. The ability to successfully complete an initial public
offering are subject to numerous constraints, including cash requirements for
legal and accounting and regulatory requirements including the SEC, stock
exchange and listing entities. There is a risk that the client companies will
not successfully complete their initial public offering, and therefore the
Company would not be able to distribute "freely tradable" shares to its
shareholders and the shares would remain "restricted" as to resale in private
companies.

CHANGES IN THE LAW OR REGULATIONS THAT GOVERN US COULD HAVE A MATERIAL IMPACT ON
US OR OUR OPERATIONS.

As a public company, we are regulated by the SEC and other federal and state
regulatory agencies. In addition, changes in the laws or regulations that
govern, for example, 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.

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.

IF WE FAIL TO MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING, THE
PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED

Although we have not identified any material weaknesses in our internal controls
over financial reporting to date, the assessment required pursuant to rules
adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 may uncover
weaknesses or conditions that need to be addressed, the disclosure of which may
have an adverse impact on investor confidence and the price of our common stock.
Failure to establish and maintain appropriate internal controls over financial
reporting, or any failure of those controls once established, could have a
material adverse effect on our business, financial condition or results of
operations or raise concerns for investors. Any actual or perceived weaknesses
or conditions in our internal controls over financial reporting that need to be
addressed may have a material adverse effect on the price of our common stock.

                                       12


<PAGE>


WE DO NOT EXPECT TO PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid cash dividends on our common stock since our inception, and we
do not plan to pay any cash dividends on our common stock in the foreseeable
future.

ITEM 2. DESCRIPTION OF PROPERTY.

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

ITEM 3. LEGAL PROCEEDINGS.

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

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

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

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

                                       13


<PAGE>



SEC disagrees with the Company's position on the Knight securities, it may be
subject to potential enforcement action by the SEC to additional liability.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

                                       14


<PAGE>


                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

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

                                          HIGH       LOW
                                          ----       ---

             Fiscal Year Ending 2007
                 First Quarter           $ 3.35     $ 1.24
                 Second Quarter          $ 1.90     $ 0.86
                 Third Quarter           $ 0.89     $ 0.30
                 Fourth Quarter          $ 0.80     $ 0.30

             Fiscal Year Ending 2006
                 First Quarter           $ 2.25     $ 1.05
                 Second Quarter          $ 2.15     $ 1.20
                 Third Quarter           $ 2.20     $ 1.20
                 Fourth Quarter          $ 3.06     $ 1.50

On July 25, 2007, the closing bid price for a share our common stock, as
reported by Pink Sheets LLC, was $0.70.

HOLDERS

As of July 25, 2007, there were approximately 216 stockholders of record of our
common stock, which does not include shareholders whose shares are held in
street or nominee names, and no shares of our preferred stock were issued or
outstanding.

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

                                       15


<PAGE>


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

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

RECENT SALES OF UNREGISTERED SECURITIES

In April 2005, the Company initiated a private placement offering for the
issuance of up to 1,000,000 units at an offering price of $1.10 per share
("Unit"). Each Unit consisted of one share of the Company's $0.001 par value
common stock and one two-year warrant to purchase the Company's common stock at
an exercise price of $2.00 per share. The offering included an option for an
over-allotment of up to 200,000 units or a maximum issuance of 1,200,000 units.
Effective January 16, 2006, the offering was terminated and in total, the
Company received $1,315,770 of proceeds from the issuance of the Units, ($86,350
and $1,229,420 in fiscal years 2005 and 2006, respectively) representing
1,196,155 shares of common stock and 1,196,155 two-year warrants to purchase
common stock at $2.00 per share. As of April 30, 2007, none of the common stock
has been issued and is classified as common stock issuable in the accompanying
financial statements. See Recent Developments.

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

                                       16


<PAGE>


purchase common stock at $2.00 per share. As of April 30, 2007, none of the
common stock has been issued and is classified as common stock issuable in the
accompanying financial statements. See Recent Developments.

In total for the combined private placements, from April 2005 through March 16,
2007, the Company received $2,146,449 of proceeds from the issuance of the Units
($86,350, $1,778,870 and $291,229 in fiscal years 2005, 2006 and 2007,
respectively), representing 1,960,410 shares of common stock and 1,960,410 two-
year warrants to purchase common stock at $2.00 per share.$1,315,770 of proceeds
from the issuance of the Units, representing 1,196,155 shares of common stock
and 1,196,155 two-year warrants to purchase common stock at $2.00 per share.

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


All of the private placements disclosed above were made solely to "accredited
investors," as such term is defined in rule 501 of Regulation D under the
Securities Act of 1933 (the "Securities Act"). The securities have not been
registered under the Securities Act or the securities laws of any state or
foreign jurisdiction and will be offered and sold in reliance on the exemption
from registration afforded by section 4(2) of the Securities Act and
corresponding provisions of state securities laws.

                                       17


<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

OVERVIEW

For a description of the historical development of our business, please refer to
"Item 1. Description of Business - History of Company Development" beginning on
page 6 of this Annual Report.

RECENT DEVELOPMENTS

In March 2007, the Atlanta District office of the SEC requested that the Company
voluntarily produce certain documents and information relating in principal part
to the April 2005 Private Placement Offering of the Company's common stock.
Management has cooperated fully with the SEC in this matter and as of June 2007,
provided all requested documents and information to the SEC. As of the date of
these financial statements, the Company has received no further correspondence
from the SEC related to this item.

GOING CONCERN

Our long-term viability as a going concern is dependent on certain key factors,
as follows:


   o  The ability to continue to obtain sources of outside financing to
      support near term operations and to allow us to continue to make
      investments.

   o  The ability to increase profitability and sustain a cash flow level
      that will ensure support for continuing operations.

As reflected in the accompanying financial statements, we had a net loss of
$1,474,461 (inclusive of a one time $550,000 non-cash stock compensation charge
and one time $520,000 stock consulting charge) and net cash used in operations
of $319,052 for the year ended April 30, 2007. However, we recorded a $1,248,750
unrealized gain on available-for-sale securities and had a comprehensive loss of
$225,711 during the year ended April 30, 2007. Nortia has an accumulated deficit
of $6,412,035 and a deficit accumulated during the development stage of
$1,474,461 at April 30, 2007.

Our independent registered public accounting firms' reports on our financial
statements for the fiscal years ended April 30, 2007 and 2006 include an
emphasis paragraph in addition to their audit opinion stating that recurring
losses from operations, a working capital deficiency and accumulated deficit
raise doubt about our ability to continue as a going concern. 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 that may result from the inability to continue as a going concern.
For more information, please refer to "RISK FACTORS - Going Concern Risk".

                                       18


<PAGE>


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

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

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 and working capital 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.

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 the
valuation of our financial instruments, valuation of our investments, revenue
recognition 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 "Nature of Operations and Summary of
Significant Accounting Policies" in the notes to our audited financial
statements contained in this Annual Report. Although we believe that our
estimates and assumptions are reasonable, they are based upon information
presently available. Actual results may differ significantly from these
estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

We define the fair value of a financial instrument as the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying value of current assets and current liabilities approximates fair
value because of the short maturity of those instruments. The estimated fair
value of our other obligations is estimated based on the current rates offered
to us for similar maturities. Based on prevailing interest rates and the short-
term maturity of all of our indebtedness, management believes that the fair
value of our obligations approximates book value at April 30, 2007.

                                       19


<PAGE>


INVESTMENTS

The Company invests in various marketable equity instruments and accounts for
such investments in accordance with Statement of Financial Accounting Standards
No. 115 "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115").

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

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

The Company periodically reviews its investments in marketable and non-
marketable securities and impairs any securities whose value is considered non-
recoverable. The Company's determination of whether a security is other than
temporarily impaired incorporates both quantitative and qualitative information.
GAAP requires the exercise of judgment in making this assessment for qualitative
information, rather than the application of fixed mathematical criteria. The
Company considers a number of factors including, but not limited to, the length
of time and the extent to which the fair value has been less than cost, the
financial condition and near term prospects of the issuer, the reason for the
decline in fair value, changes in fair value subsequent to the balance sheet
date, and other factors specific to the individual investment. The Company's
assessment involves a high degree of judgment and accordingly, actual results
may differ materially from the Company's estimates and judgments. The Company
recorded no impairment charges for securities during the years ended April 30,
2007 and 2006, respectively.

REVENUE RECOGNITION

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

Revenues earned during 2007 were derived from services and recognized as the
services were completed.

INCOME TAXES

Income taxes are accounted for under the asset and liability method of 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. 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.

                                       20


<PAGE>


RESULTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                             YEAR ENDED
                                                              APRIL 30,
                                                     --------------------------
                                                          2007         2006
                                                     -----------    -----------
<S>                                                  <C>            <C>
REVENUES - RELATED PARTY                             $   185,000    $      --

OPERATING EXPENSES
General and administrative                               210,615        348,175
Depreciation                                                 837           --
Rent                                                      12,254         20,441
Consulting                                               575,591        141,698
Compensation                                             711,867        654,438
Directors fees                                              --           14,622
Professional                                             195,940        447,633
                                                     -----------    -----------
TOTAL OPERATING EXPENSES                               1,707,104      1,627,007
                                                     -----------    -----------

OPERATING LOSS                                        (1,522,104)    (1,627,007)

OTHER INCOME (EXPENSE)
Gain on sale of available for sale securities -
  previously impaired                                     50,000           --
Interest expense                                          (5,324)        (2,927)
Interest income                                            2,967            473
                                                     -----------    -----------
OTHER INCOME (EXPENSE)                                    47,643         (2,454)
                                                     -----------    -----------

NET LOSS                                             $(1,474,461)   $(1,629,461)
                                                     ===========    ===========

COMPREHENSIVE (LOSS
Unrealized gain on available for sale securities       1,248,750           --
                                                     -----------    -----------

TOTAL COMPREHENSIVE LOSS                             $  (225,711)   $(1,629,461)
                                                     ===========    ===========

</TABLE>

COMPARISON OF YEAR ENDED APRIL 30, 2007 TO APRIL 30, 2006

Revenues:

Revenues increased $185,000, or 100%, to $185,000 for 2007 from zero in 2006.
The revenues recorded in 2007 were due to revenue received from consulting
agreements with client companies.

Operating Expenses:

Operating expenses increased $80,097, or 5%, to $1,707,104 for 2007 from
$1,627,007 for 2006. The increase was primarily due to a $493,893 increase in
consulting expense, offset by a $257,493 decrease in professional expense and a
$137,559 decrease in general and administrative expense. The increase in
consulting expense was primarily from $520,000 of stock issued for consulting
services. The decrease in

                                       21


<PAGE>


professional expense was primarily from a decrease in legal and accounting
expense and in 2006, we incurred significant time and expense related to the
withdrawal of our election to be a BDC under the 1940 Act. The decrease in
general and administrative expense was primarily from a decrease in expenses in
2007 as compared to 2006 related to the withdrawal of our election to be a BDC
under the 1940 Act.

Although compensation expense increased only $57,429 for 2007 from 2006, the
2007 amount of $711,867 included a one time $550,000 non-cash expense for the
issuance of 500,000 shares of our common stock to the Chief Financial Officer of
the Company. Without this item, compensation expense would have decreased
$492,571 for 2007 from 2006 reflecting a lack of sufficient cash to pay
compensation for employees.

Other Income (Expense):

Other expense decreased $50,097 of expense or 2,041%, to $47,643 of income for
2007 from $2,454 of expense for 2006. The increase in income was primarily from
a $50,000 one time gain on the sale of our entire 50,000 share interest in
Universal Capital Management, Inc., that was one of our client companies at the
time. We liquidated our position in order to not be subject to the 1940 Act.

Comprehensive Loss:

Comprehensive loss decreased $1,403,750 from 2006 to 2007. The change was due to
a $155,000 decrease in our net loss and a $1,248,750 unrealized gain on
available-for-sale securities in 2007 as compared to zero in 2006.

Liquidity and Capital Resources:

Cash was $1,706 at April 30, 2007 as compared to $32,401 at April 30, 2006 and
working capital deficit was $95,036 at April 30, 2007 as compared to a working
capital surplus of $15,230 at April 30, 2006. The change in working capital from
a surplus in 2006 to a deficit in 2007 was primarily due to a $64,352 increase
in accrued expenses, an $18,906 increase in accounts payable and a $30,695
decrease in cash.

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

Operating Activities

Cash used in operating activities was $319,052 for 2007 as compared to cash used
of $1,656,922 in 2006. In 2006, the Company had significant expenses related to
the withdrawal of its election to be a BDC under the 1940 Act as compared to
2007.

Investing Activities

Cash used in investing activities was $2,872 for 2007 compared to cash used in
investing activities of $101,250 for 2006. The change in cash used was from a
$100,000 issuance of a note receivable and a $1,250 investment in a minority
owned non-controlled affiliate in 2006 with no comparable amount in 2007.

                                       22


<PAGE>

Financing Activities

Cash flows provided by financing activities was $291,229 for 2007 compared to
$1,778,870 for 2006. The decrease was related entirely to a decrease in proceeds
from a private placement of common stock.

DEBT

We have no debt outstanding at April 30, 2007.

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

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

In total for the combined private placements, from April 2005 through March 12,
2007, the Company received $2,156,449 of proceeds from the issuance of the Units
($86,350, $1,778,870 and $291,229 in fiscal years 2005, 2006 and 2007,
respectively), representing 1,960,410 shares of common stock and 1,960,410 two-
year warrants to purchase common stock at $2.00 per share.$1,315,770 of proceeds
from the issuance of the Units, representing 1,196,155 shares of common stock
and 1,196,155 two-year warrants to purchase common stock at $2.00 per share. The
majority of the proceeds were obtained from investors located in Europe.

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


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

                                       23


<PAGE>


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

LIQUIDITY

Our principal uses of cash to date have been for operating activities and we
have funded our operations since entering a new development stage on May 1, 2006
by the sale of our common stock. As discussed previously, we have had no
revenues for 2006 and effective May 2, 2006, are no longer a BDC and are
commencing a new business model as a merchant banking firm. There is no
guarantee that we will be successful under our new business model, achieve
revenues and provide sufficient cash flow to fund our required expenditures.

Presently, our only source of cash is from consulting agreements with our client
companies and external financing in the form of the sale of our common stock. We
cannot assure you that we can obtain sufficient proceeds, if any, and that the
revenue from consulting agreements with client companies or the sale of our
common stock under any financing structures will be sufficient to meet our
projected cash flow needs.

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

We are planning on obtaining additional cash proceeds from consulting agreements
with client companies, the sale of our common stock and the sale of client
company common stock that we own. As a result, we believe that we will have
sufficient operating cash to meet our required expenditures for the next twelve
months. For a further discussion related to our ability to have sufficient cash
flow to meet our planned expenditures, please see "2007 Outlook," below.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

We have no contractual obligations or commitments at either April 30, 2007 or
2006.

OFF-BALANCE SHEET ARRANGEMENTS

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

RECENT ACCOUNTING DEVELOPMENTS

In July 2006, the Financial Accounting Standards Board, or FASB, issued
Interpretation 48, Accounting for Uncertainty in Income Taxes-An Interpretation
of FASB Statement 109, or FIN 48, which clarifies the accounting and disclosure
requirements for uncertainty in tax positions, as defined. FIN 48 requires a
two-step approach to evaluate tax positions and determine if they should be
recognized in the financial statements. The two-step approach involves
recognizing any tax positions that are "more likely that not" to occur and then
measuring those positions to determine if they are recognizable in the financial

                                       24


<PAGE>


statements. We will adopt FIN 48 on May 1, 2007 and we believe its adoption will
not result in a material cumulative-effect adjustment.

In September 2006, FASB issued SFAS 157 "Fair Value Measurements". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company is currently
assessing the impact, if any, the adoption of SFAS 157 will have on its
financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115", under which entities will now be permitted to measure many
financial instruments and certain other assets and liabilities at fair value on
an instrument-by-instrument basis. This Statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS 157. The Company is currently assessing the impact, if any,
the adoption of SFAS 159 will have on its financial statements.

2007 OUTLOOK

The ability to implement our merchant banking business plan successfully will be
heavily dependent on achieving sufficient revenue and cash flow from operations
and securing additional capital from the issuance of our common stock or through
debt.

Our principal uses of cash to date have been for operating activities and we
have funded our operations since entering a new development stage on May 1, 2006
by the sale of our common stock. There is no assurance that we will be
successful under our new business model, achieve revenues and provide sufficient
cash flow to fund our required expenditures. Additionally, there is no assurance
that additional equity or debt financing will be available on terms acceptable
to our management.

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

ITEM 7. FINANCIAL STATEMENTS.

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

                                       25


<PAGE>


ITEM 8A.CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures: Based on their evaluation
required by Rule 13a-15(b) promulgated under the Exchange Act, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of
April 30, 2007, our disclosure controls and procedures (as defined in Rule 13a-
15(e) promulgated under the Exchange Act) are effective in alerting them on a
timely basis to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic filings under the Exchange
Act. Since April 30, 2007, there have not been any significant changes in our
disclosure controls and procedures or in other factors that could significantly
affect such controls.

(b) Changes in Internal Control Over Financial Reporting: There were no
significant changes in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) promulgated under
the Exchange Act that occurred during the year ended April 30, 2007 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our Chief Executive Officer and Chief Financial
Officer, does not expect that our disclosure controls and internal controls will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

CEO AND CFO CERTIFICATIONS

Appearing as exhibits 31.1 and 31.2 to this Annual Report are certifications of
our Chief Executive Officer and Chief Financial Officer, as required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002. The disclosures
in this Item 8A of this Annual Report are related to the evaluation referred to
in the Section 302 certifications and this information should be read in
conjunction with the Section 302 certifications for a more complete
understanding of the topics presented.

ITEM 8B.OTHER INFORMATION.

None.

                                       26


<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

The officers and directors of the Company are as follows:

 NAME                    AGE    POSITION
------------------------------------------------------------------

 William J. Bosso        58     Chief Executive Officer and Director
 Matthew T. Henninger    40     President, Secretary and Director
 Bruce A. Hall           51     Chief Financial Officer
 J.P. Baron              46     Director
 John Benton             54     Director
 Michael E. Marshall     49     Director
 John A. Van Tuin        44     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.
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 15 years. From 1992 to 1993, he served as vice president of OCG
Technologies, Inc., a medical appliance, healthcare software and medical billing
company, and from 1994 to 1997, he served as president and CEO of Affinity
Entertainment, Inc., a television and movie company. Prior to that, Mr. Bosso
was an account executive with Paine Webber. Mr. Bosso has been a consultant to
businesses in the telecommunications, insurance, airline, medical,
entertainment, stock transfer, financial communications, restaurant, and golf
equipment industries.

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. 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.

                                       27


<PAGE>


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

J.P. Baron has served as a director of the Company since October 2004. 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. 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.

John Benton has served as a director of the Company since October 2004. 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.
Mr. Benton has over 20 years of multifamily and commercial real estate
experience. Mr. Benton came to Hatfield Philips, Inc. from Allied Capital
Corporation where he was a vice president in charge of asset management and
workouts.

Michael E. Marshall has served as a director of the Company since October 2004.
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. 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. During 1996 through 1998, he was employed by KPMG LLP, most recently as
a Managing Director in its Corporate Finance & Health Ventures Group. In
addition, Mr. Van Tuin worked at GE Capital and Heller Financial. 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.

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

                                       28


<PAGE>


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.

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, 2007,
all Section 16(a) filing requirements applicable to such persons were met in a
timely manner.

CODE OF ETHICS

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

FAMILY RELATIONSHIPS

We are unaware of any family relationships within the Company.

ITEM 10.EXECUTIVE COMPENSATION.

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

The following table shows for the fiscal years ending April 30, 2007 and 2006,
the compensation awarded or paid by the Company to its Chief Executive Officer
and its named executive officers as that term is defined in Item 402(a)(2) of
Regulation S-B.

                                       29


<PAGE>


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                    Change in
                                                                                         Non-     Pension Value
                                                                                        Equity         and
                                                                                      Incentive   Nonqualified
                   Name and                                          Stock    Option     Plan       Deferred     All other
                  Principal                         Salary  Bonus   Awards    Awards Compensation Compensation  Compensation  Total
                   Position                    Year   ($)    ($)      ($)      ($)       ($)        Earnings        ($)        ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>  <C>     <C>   <C>         <C>    <C>          <C>           <C>          <C>
William J. Bosso, Chief Executive Officer      2007  64,777     -           -      -            -             -            -  64,777
                                               2006 298,833     -           -      -            -             -            - 298,833
Bruce A. Hall, Chief Executive Officer (3)     2007  45,000     - 550,000 (1)      -            -             -            - 595,000
                                               2006  35,000     -           -      -            -             -            -  35,000
                                                                -
Matthew Henninger, President                   2007  46,667     -           -      -            -             -            -  46,667
                                               2006 278,333     -           -      -            -             -            - 278,333

Harrysen Mittler, Former Chief Financial       2007       -     -           -      -            -             -            -       -
Officer and Director (2)                       2006       -     -           -      -            -             -            -       -
Robert Hunziker, Former Chief Financial        2007       -     -           -      -            -             -            -       -
Officer and Director (2) (3)                   2006       -     -           -      -            -             -   10,000 (4)  10,000
</TABLE>

(1) In August 2006, the Company granted 500,000 shares of its $0.001 par value
Common Stock to BHDH Family, L.P., Bruce A. Hall's family limited partnership,
as compensation for his services to the Company and as an inducement for him to
continue in that role and to serve as a consultant to the Company. Mr. Hall is
not a partner - either limited or general - of this limited partnership. His
spouse and children have a pecuniary interest in these securities. Mr. Hall
disclaims beneficial ownership of these securities, and the filing of this
report is not an admission that Mr. Hall is the beneficial owner of these
securities for purposes of Section 16 or for any other purpose.

(2) Effective May 27, 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.

(3) Effective January 18, 2006, Robert Hunziker resigned as Chief Financial
Officer. In connection with his resignation, and effective the same date, Bruce
A. Hall was appointed Chief Financial Officer.

(4) Represents compensation expense recorded by the Company for services
provided by Rob Hunziker not paid in cash.

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

No director received any type of compensation from the Company for serving in
such capacity during the year ended April 30, 2007.

OPTION GRANTS IN LAST FISCAL YEAR

We have no stock options at April 30, 2007 and we do not have a stock option
program for the benefit of directors, officers, or other employees.

                                       30


<PAGE>


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

We have no stock options at April 30, 2007 and we do not have a stock option
program for the benefit of directors, officers, or other employees.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

We do not have a stock option, stock warrant, retirement, pension, or profit-
sharing program for the benefit of directors, officers, or other employees and
no equity awards are outstanding at April 30, 2007.

DIRECTOR COMPENSATION

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

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

We have no employment agreements with any of our employees

ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
        RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of July 25, 2007, 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. 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                         5,020,000           15.98%

Matthew T. Henninger (3)
555 West 5th Street
Los Angeles, California 90013                     2,801,000            8.92%

Bruce A. Hall (4)
836 Blue Jay Lane
Coppell, TX 75019                                   500,000            1.59%

John W. Benton, III
4609 Village Green Drive
Roswell, Georgia 30075                              490,000            1.56%

J.P. Baron, II
701 Rossland Road East, Suite 382
Whitby, Ontario, Canada L1N 9K3                     500,000            1.59%

                                       31


<PAGE>


Michael E. Marshall
6524 Elizan Drive
NW Olympia, Washington 98502                        262,152            *

John A. Van Tuin
255 Huguenot Street, #202
New Rochelle, New York 10801                        125,000            *

Eckard Kirsch
Verlaengerte Triebstrasse 1
Heddesheim, 68542
Germany                                           1,696,400            5.40%

Harrysen Mittler
16-1375 Southdown Road, #126
Mississauga, Ontario L5J 2Z1
Canada                                            3,630,068           11.56%

ALL OFFICERS AND DIRECTORS AS A
  GROUP (7 PERSONS)                               9,698,152           30.87%
----------

*   Constitutes less than 1%

(1)  Based upon 31,414,874 shares of Company's Common Stock outstanding and
issuable as of July 25, 2007.

(2)  Includes 200,000 shares held by Mr. Bosso's children who live at the same
address as Mr. Bosso, in respect of which shares, Mr. Bosso disclaims beneficial
ownership.

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

(4) In August 2006, the Company granted 500,000 shares of its $0.001 par value
Common Stock to BHDH Family, L.P., Mr. Hall's family limited partnership, as
compensation for his services to the Company. Mr. Hall is not a partner - either
limited or general - of this limited partnership. His spouse and children have a
pecuniary interest in these securities and Mr. Hall disclaims beneficial
ownership of these securities, and the filing of this report is not an admission
that Mr. Hall is the beneficial owner of these securities for purposes of
Section 16 or for any other purpose.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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 William J. Bosso, our
Chief Executive Officer free of charge. Usage of this office space and the
related value is de minimis. Therefore, no expense has been recorded in the
accompanying Financial Statements. We expect we will have to lease more
substantial corporate office space in the near future and that the cost of the
space may be material to our operations.

In March 2006, the Company acquired 1,250,000 shares of Knight Energy Corp.
("Knight") for a purchase price of $1,250. Knight is a holding company that
operates and develops energy related businesses and assets. Nortia agreed to
provide Knight with merchant banking services that include advice on mergers and
acquisitions, capital markets, public markets strategies and raising capital. In

                                       32


<PAGE>


exchange for these services, Knight has granted Nortia warrants for the purchase
of additional common shares. Nortia received 1,250,000 warrants to purchase
Knight common shares with an exercise price of $.50, as well as 1,250,000
warrants to purchase Knight common shares with an exercise price of $1.00.
Although the Nortia investment in Knight represents only approximately
five percent (5%) of the outstanding shares of Knight, the Company's CEO and CFO
are also the CEO and CFO of Knight.

For the year ended April 30, 2007, the Company recorded $185,000 of revenue from
two related parties. In August 2006, the Company recorded $25,000 of consulting
revenue from AAPC, a company that Nortia holds an ownership position in. The
entire $25,000 accounts receivable balance was collected in full by the Company.
Although the Nortia investment in AAPC represents only approximately six percent
(6%) of the outstanding shares of AAPC, the Company has a significant
influential control on the operations of AAPC.

From August though April 2007, the Company recorded $160,000 of consulting
revenue from Knight, a company that Nortia holds an ownership position in.
Effective March 2007, Nortia and Knight executed a one (1) year consulting
agreement whereby Nortia would provide financial consulting services to Knight
for a consulting fee of $20,000 monthly. As of April 30, 2007, Knight had
prepaid $18,906 of consulting fees and the Company has recorded this amount as
deferred revenue - related party in the accompanying financial statements.

ITEM 13.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

EXHIBIT NO.           EXHIBIT DESCRIPTION

3.1               Certificate of Incorporation of Nortia Capital Partners,
                  Inc.[1]
3.2               Bylaws of Nortia Capital Partners, Inc.[1]
10.1              Consulting Agreement by and between Nortia Capital Partners,
                  Inc. and Knight Energy Corp. dated March 1, 2007.*
10.2              Voting trust Agreement by and between Nortia Capital Partners
                  and Knight Energy Corp. dated January 1, 2007.*
10.3              Consulting Agreement dated April 26, 2007 by and between
                  Nortia Capital Partners, Inc. and Eckard Kirsch.*
14                Code of Ethics[2]
]23               Consent of Salberg & Company, P.A.*
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.*
                  ----------
                  *      Filed herewith
                  1      Incorporated by reference to the Company's Form 10-SB
                         filed July 27, 1999.
                  2      Incorporated by reference to the Company's Form 10-K
                         filed November 23, 2005.

                                       33


<PAGE>


ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our audit committee selected Salberg & Company, PA, as independent registered
public accounting firm for the Company for the fiscal year ending April 30,
2007. Salberg & Company, PA, has advised the Company that neither the firm nor
any present member or associate of it has any material financial interest,
direct or indirect, in the Company or its subsidiaries.

AUDIT FEES: Audit fees consist of fees billed for professional services rendered
for the audit of our year-end financial statements and services that are
normally provided by Salberg & Company, PA, in connection with statutory and
regulatory filings. For the fiscal years ended April 30, 2007 and 2006, fees
incurred by the Company were an aggregate of $39,500 and $56,000 respectively,
for each quarterly review associated with our Form 10-QSB (or, prior to our
withdrawal of being a BDC, our Form 10Q) filings and any amendments thereto and
for the annual audit of the Company's financial statements included as part of
our Form 10-KSB (or, prior to our withdrawal of being a BDC, 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. For the fiscal years ended April 30, 2007, fees incurred by the
Company were zero and $800 respectively.

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. There were no tax service fees incurred by the Company
during the fiscal years ended April 30, 2007 and 2006.

ALL OTHER FEES: Other fees would include fees for products and services other
than the services reported above. There were no other fees doing the fiscal
years ending April 30, 2007 and 2006.

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

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

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

                                       34


<PAGE>


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-KSB for the fiscal year
ended April 30, 2007, for filing with the SEC.


                                       35


<PAGE>


                                   SIGNATURES

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

                                        NORTIA CAPITAL PARTNERS, INC.


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

                                        By:   /s/ Bruce A. Hall
                                              --------------------------
                                              Bruce A. Hall
                                              Chief Financial Officer

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

                                        Date: July 30, 2007

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


SIGNATURE                   TITLE                                  DATE


/s/ William J. Bosso        Chief Executive Officer (Principal     July 30, 2007
-----------------------     Executive Officer) and Director
William J. Bosso

/s/ Bruce A. Hall           Chief Financial Officer (Principal     July 30, 2007
-----------------------     Financial Officer) and Director
Bruce A. Hall

/s/ Matthew Henninger       President and Director                 July 30, 2007
-----------------------
Matthew Henninger

/s/ Michael E. Marshall     Director                               July 30, 2007
-----------------------
Michael E. Marshall

/s/ J.P. Baron              Director                               July 30, 2007
-----------------------
J.P. Baron

/s/ John Benton             Director                               July 30, 2007
-----------------------
John Benton

/s/ John A. Van Tuin        Director                               July 30, 2007
-----------------------
John A. Van Tuin


                                       36


<PAGE>
                                                                        Page No.

Report of Independent Registered Public Accounting Firm......................F-2

Balance Sheet at April 30, 2007..............................................F-3

Statements of Operations for the years ended April 30, 2007 and 2006 and the
period from
May 1, 2006 (Inception of Development Stage) to April 30, 2007...............F-5

Statements of Changes in Stockholders' Equity for the years ended
April 30, 2007 and 2006......................................................F-6

Statements of Cash Flows for the years ended April 30, 2007 and 2006 and for the
period
from May 1, 2006 (Inception of Development Stage) to April 30, 2007..........F-8

Notes to Financial Statements................................................F-9

                                      F-1


<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Nortia Capital Partners,
Inc. as of April 30, 2007, and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended April 30, 2007 and 2006
and the period from May 1, 2006 (inception of development stage) to April 30,
2007. 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.

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 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nortia Capital Partners, Inc.
at April 30, 2007, and the results of their operations and their cash flows for
the years ended April 30, 2007 and 2006 and for the period from May 1, 2006
(inception of development stage) to April 30, 2007, 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 has a net loss of $1,474,461 and net cash used in
operations of $319,052 for the year ended April 30, 2007. Additionally, the
Company has an accumulated deficit and deficit accumultated during the
development stage of $6,412,035 and $1,474,461 respectively at April 30, 2007.
These matters raise substantial doubt about its ability to continue as a going
concern. Management's plans as to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


/s/ SALBERG & COMPANY, P.A.
Boca Raton, Florida
July 16, 2007

                                      F-2


<PAGE>


<TABLE>
<CAPTION>
                  NORTIA CAPITAL PARTNERS, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                           BALANCE SHEET
                                                                      APRIL 30,
                              ASSETS                                    2007
                                                                    -----------
<S>                                                                <C>
CURRENT ASSETS
Cash                                                                $     1,706
                                                                    -----------
TOTAL CURRENT ASSETS                                                      1,706

PROPERTY AND EQUIPMENT, NET                                               2,035
                                                                    -----------

INVESTMENTS
  Non-marketable equity securities of
   Related party, at cost                                               100,000
  Available-for-sale marketable equity
   securities of Related Party                                        1,250,000
                                                                    -----------
TOTAL INVESTMENTS                                                     1,350,000
                                                                    -----------

TOTAL ASSETS                                                        $ 1,353,741
                                                                    ===========

                           LIABILITIES
CURRENT LIABILITIES
Accounts payable                                                          9,356
Deferred revenue - related party                                         18,906
Accrued expenses                                                         68,480
                                                                    -----------
TOTAL CURRENT LIABILITIES                                           $    96,742
                                                                    ===========

COMMITMENTS AND CONTINGENCIES (NOTE 7)

                       STOCKHOLDERS' EQUITY
Preferred stock, Series A, $0.001 par value,
 5,000,000 shares authorized
 zero shares issued and outstanding                                 $      --
Common stock, $0.001 par value,
 50,000,000 shares authorized
 31,414,874 shares issued and outstanding                                31,415
Common stock issuable, 4,545 shares outstanding                               5
Additional paid in capital                                            7,863,325
Accumulated deficit                                                  (6,412,035)
Deficit accumulated during development stage                         (1,474,461)
Accumulated other comprehensive income                                1,248,750
                                                                    -----------
TOTAL STOCKHOLDERS' EQUITY                                            1,256,999
                                                                    ===========

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 1,353,741
                                                                    ===========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                      F-3


<PAGE>


<TABLE>
<CAPTION>
                                      NORTIA CAPITAL PARTNERS, INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                        STATEMENTS OF OPERATIONS

                                                                                     PERIOD FROM
                                                                                     MAY 1, 2006
                                                                                   (INCEPTION OF
                                                             YEAR ENDED         DEVELOPMENT STAGE) TO
                                                              APRIL 30,               APRIL 30,
                                                   ----------------------------    ------------
                                                        2007            2006            2007
                                                   ------------    ------------    ------------

<S>                                                <C>             <C>             <C>
REVENUES - RELATED PARTY                           $    185,000    $       --      $    185,000

OPERATING EXPENSES
General and administrative                              210,615         348,175         210,615
Depreciation                                                837            --               837
Rent                                                     12,254          20,441          12,254
Consulting                                              575,591         141,698         575,591
Compensation                                            711,867         654,438         711,867
Directors fees                                             --            14,622            --
Professional fees                                       195,940         447,633         195,940
                                                   ------------    ------------    ------------
TOTAL OPERATING EXPENSES                              1,707,104       1,627,007       1,707,104
                                                   ------------    ------------    ------------

OPERATING LOSS                                       (1,522,104)     (1,627,007)     (1,522,104)

OTHER INCOME (EXPENSE)
Gain on sale of available for sale securities -
 previously impaired                                     50,000            --            50,000
Interest expense                                         (5,324)         (2,927)         (5,324)
Interest income                                           2,967             473           2,967
                                                   ------------    ------------    ------------
OTHER INCOME (EXPENSE)                                   47,643          (2,454)         47,643
                                                   ------------    ------------    ------------

NET LOSS                                           $ (1,474,461)   $ (1,629,461)   $ (1,474,461)
                                                   ============    ============    ============

COMPREHENSIVE LOSS
Unrealized gain on available for sale securities      1,248,750            --         1,248,750
                                                   ------------    ------------    ------------

TOTAL COMPREHENSIVE LOSS                           $   (225,711)   $ (1,629,461)   $   (225,711)
                                                   ============    ============    ============

NET LOSS PER SHARE - BASIC AND DILUTED             $      (0.05)   $      (0.06)   $      (0.05)
                                                   ============    ============    ============

WEIGHTED AVERAGE SHARES - BASIC AND DILUTED          28,272,180      26,708,109      28,272,180
                                                   ============    ============    ============

</TABLE>

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

                                      F-4


<PAGE>



<TABLE>
<CAPTION>
                                                             NORTIA CAPITAL PARTNERS, INC.
                                                             (A DEVELOPMENT STAGE COMPANY)
                                                      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                          YEARS ENDED APRIL 30, 2007 AND 2006


                                                                                               Common Stock
                         Preferred Stock                    Common Stock                         Issuable               Additional
                      ------------------------       ---------------------------        --------------------------        Paid-In
                      Shares          Amount           Shares           Amount            Shares          Amount          Capital
                      -------      -----------       ----------      -----------        ---------      -----------      -----------

<S>                   <C>          <C>               <C>             <C>                <C>            <C>              <C>
BALANCE AT
APRIL 30,
2005                  300,000      $       300       22,297,254      $    22,297        3,257,700      $     3,258      $ 4,713,791

Common stock
issuable from
private
placement -
$1.10 per
share                    --               --               --               --          1,617,155            1,617        1,777,253

Compensation
expense for
officer not
being paid               --               --               --               --               --               --             10,000

Amortization
of deferred
consulting               --               --               --               --               --               --               --

Conversion of
preferred
stock to
common stock         (300,000)            (300)         600,000              600             --               --               (300)

Common stock
cancelled for
termination
of services              --               --            (84,000)             (84)            --               --                 84

Net loss,
year ended
April 30,
2006                     --               --               --               --               --               --               --
                      -------      -----------       ----------      -----------        ---------      -----------      -----------

BALANCE AT
APRIL 30,
2006                     --               --         22,813,254           22,813        4,874,855            4,875        6,500,828


Common stock
issued from
private
placement -
$1.10 per
share                    --               --            264,755              265             --               --            290,964

Common stock
issued that
was issuable             --               --          4,876,455            4,877       (4,874,855)          (4,875)              (2)

Common stock
issued for
revision of
private
placement -
$.52 per
share                    --               --          1,960,410            1,960             --               --             (1,960)

Common stock
issued for
compensation             --               --            500,000              500             --               --            549,500

Common stock
issued for
consulting               --               --          1,000,000            1,000             --               --            519,000

Common stock
issuable for
conversion of
accounts
payable                  --               --               --               --              4,545                5            4,995

Unrealized
gain on
available for
sale equity
securities               --               --               --               --               --               --               --

Net loss,
year ended
April 30,
2007                     --               --               --               --               --               --               --
                      -------      -----------       ----------      -----------        ---------      -----------      -----------
BALANCE AT
APRIL 30,
2007                     --        $      --         31,414,874      $    31,415            4,545      $         5      $ 7,863,325
                      =======      ===========       ==========      ===========        =========      ===========      ===========

[restubbed]

<CAPTION>

                                           Deficit
                                         Accumulated                       Accumulated
                                           During                             Other           Total
                        Accumulated      Development        Deferred      Comprehensive    Stockholders'
                          Deficit           Stage          Consulting        Income           Equity
                        -----------      -----------      -----------      -----------     -----------

<S>                     <C>              <C>              <C>              <C>             <C>
BALANCE AT
APRIL 30,
2005                    $(4,782,575)     $      --        $   (86,700)     $      --       $  (129,629)

Common stock
issuable from
private
placement -
$1.10 per
share                          --               --               --               --         1,778,870

Compensation
expense for
officer not
being paid                     --               --               --               --            10,000

Amortization
of deferred
consulting                     --               --             86,700             --            86,700

Conversion of
preferred
stock to
common stock                   --               --               --               --              --

Common stock
cancelled for
termination
of services                    --               --               --               --              --

Net loss,
year ended
April 30,
2006                     (1,629,461)            --               --               --        (1,629,461)
                        -----------      -----------      -----------      -----------     -----------

BALANCE AT
APRIL 30,
2006                     (6,412,035)            --               --               --           116,480


Common stock
issued from
private
placement -
$1.10 per
share                          --               --               --               --           291,229

Common stock
issued that
was issuable                   --               --               --               --              --

Common stock
issued for
revision of
private
placement -
$.52 per
share                          --               --               --               --              --

Common stock
issued for
compensation                   --               --               --               --           550,000

Common stock
issued for
consulting                     --               --               --               --           520,000

Common stock
issuable for
conversion of
accounts
payable                        --               --               --               --             5,000

Unrealized
gain on
available for
sale equity
securities                     --               --               --          1,248,750       1,248,750

Net loss,
year ended
April 30,
2007                           --         (1,474,461)            --               --        (1,474,461)
                        -----------      -----------      -----------      -----------     -----------
BALANCE AT
APRIL 30,
2007                    $(6,412,035)     $(1,474,461)     $      --        $ 1,248,750     $ 1,256,999
                        ===========      ===========      ===========      ===========     ===========

</TABLE>


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

                                      F-5


<PAGE>


<TABLE>
<CAPTION>
                                                   NORTIA CAPITAL PARTNERS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      STATEMENTS OF CASH FLOWS
                                                                                                             PERIOD FROM
                                                                                                            MAY 1, 2006
                                                                                                           (INCEPTION OF
                                                                                  YEAR ENDED           DEVELOPMENT STAGE) TO
                                                                                   APRIL 30,                 APRIL 30,
                                                                             2007             2006             2007
                                                                         -----------      -----------      -----------
<S>                                                                      <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                 $(1,474,461)     $(1,629,461)     $(1,474,461)
Adjustments to reconcile net loss to net cash used in operations:
Stock compensation expense                                                   550,000             --            550,000
Stock consulting expense                                                     520,000             --            520,000
Compensation expense for officer not being paid                                 --             10,000             --
Gain on sale of previously impaired available-for-sale securities            (50,000)            --            (50,000)
Depreciation                                                                     837             --                837
Amortization of deferred consulting                                             --             86,700             --
Changes in operating assets and liabilities:
 Decrease (increase) in other receivable                                      54,150           (4,150)          54,150
 Decrease in accounts payable                                                 (2,838)         (69,978)          (2,838)
 Increase in deferred revenue - related party                                 18,906             --             18,906
 Increase (decrease) in accrued expenses                                      64,354          (50,033)          64,354
                                                                         -----------      -----------      -----------
NET CASH USED IN OPERATING ACTIVITIES                                       (319,052)      (1,656,922)        (319,052)
                                                                         -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Issuance of note receivable                                                    --           (100,000)            --
 Investments in affiliates - minority-owned                                     --             (1,250)            --
 Purchase of property and equipment                                           (2,872)            --             (2,872)
                                                                                          -----------      -----------
NET CASH USED IN INVESTING ACTIVITIES                                         (2,872)        (101,250)          (2,872)
                                                                         -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of common stock                                          291,229        1,778,870          291,229
                                                                         -----------      -----------      -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                    291,229        1,778,870          291,229
                                                                         -----------      -----------      -----------

NET DECREASE (INCREASE) IN CASH                                              (30,695)          20,698          (30,695)
                                                                         -----------      -----------      -----------
Cash at Beginning of Period                                                   32,401           11,703           32,401
                                                                         -----------      -----------      -----------
CASH AT END OF PERIOD                                                    $     1,706      $    32,401      $     1,706
                                                                         ===========      ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest                                                                 $      --        $      --        $      --
                                                                         ===========      ===========      ===========
Taxes                                                                    $      --        $      --        $      --
                                                                         ===========      ===========      ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
TRANSACTIONS:
Conversion of loan receivable to non-marketable equity securities at     $   100,000      $      --        $   100,000
 cost
Common stock issuable for conversion of accounts payable                       5,000             --              5,000
Common stock issued for cancellation of services                                --                 84             --
Common stock issued for conversion of preferred stock                           --                300             --
Unrealized gain on available for sale securities                           1,248,750             --          1,248,750
</TABLE>

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

                                      F-6


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


1.    HISTORY AND NATURE OF BUSINESS

NATURE OF OPERATIONS

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

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

History of Company Development

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

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

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

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

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

In June 2005, we determined to commence an offering of shares of our common
stock as a BDC in accordance with the exemption from the registration
requirements of the Securities Act of 1933 as provided by Regulation E. In
connection with that prospective offering, we filed a Form 1-E with the SEC,
which was reviewed in the ordinary course, and with respect to which a comment
letter was issued by the SEC staff to the Company. As a result, we understood we
were out of compliance with certain of

                                      F-7


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


the rules and regulations governing the business and affairs, financial status,
and financial reporting items required of BDCs. Ultimately, the Board of
Directors of the Company (the "Board") directed the Company to take immediate
and substantial steps to remediate certain of the compliance failures, and the
Company informed the SEC staff of these steps.

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

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

New Business Model

Subsequent to our withdrawal as a BDC, Nortia changed the nature of its business
focus from investing, owning, holding, or trading in investment securities to
that of an operating company intending to provide merchant banking-type services
to small, private companies seeking to become publicly held and traded.
Specifically, the Company intends to identify small private companies and assist
them with managerial, accounting and financial advice and help them to raise
necessary capital by introducing them to potential investors. As compensation
for these services, the Company proposes to receive shares of the companies,
which we expect will then be registered in their initial public offerings. The
Company will at all times report shares it receives as compensation on its
periodic reports filed with the SEC. Upon the client company's initial public
offering, the Company intends to immediately distribute to its shareholders a
portion of the shares held. The Company intends to conduct its activities in
such a way that it will not be deemed an "investment company" subject to
regulation under the 1940 Act. Thus, it will not hold itself out as being
engaged primarily in the business of investing, reinvesting or trading in
securities. In addition, the Company intends to conduct its business in such a
manner as to ensure that it will at no time own or propose to acquire investment
securities having a value exceeding 40 percent of the Company's total assets at
any one time.

The Company has not engaged in this line of business before and there is no
guarantee that it will be successful in implementing the business plan, or that,
if implemented, it will ever have revenues from the business.

The withdrawal of the Company's election to be regulated as a BDC resulted in a
change in its method of accounting. BDC financial statement presentation and
accounting use the "fair value" method of accounting, which allows BDCs to value
their investments at market value as opposed to historical cost and to recognize
unrealized gains or losses in operations. As an operating company, the Company
will use either the fair-value ("SFAS 115 - Accounting for Certain Investments
In Debt and Equity Securities") or historical-cost methods ("APB 18 - The Equity
Method of Accounting for Investments in Common Stock") of accounting for
financial statement presentation and accounting for securities held, depending
on how

                                      F-8


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


the investment is classified and how long the Company intends to hold the
investment and recognize unrealized gains or losses as a component of
stockholders' equity. In light of its limited assets, the effect of the change
in method of accounting was not material. In accordance with SFAS 154 -
Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20
and FASB Statement No. 3", the change from a BDC to an operating company has
been retrospectively applied to prior periods.

With the new business model, effective May 2, 2006, the Company has commenced a
new development stage and has not generated any significant revenue to date from
its new business model. Activities during the new development stage includes
raising capital and implementing the new business plan.The results of operations
for May 1, 2006 through May 2, 2006 were not material and therefore, the Company
will utilize May 1, 2006 as the inception date for the new development stage.

2. GOING CONCERN

As reflected in the accompanying financial statements, the Company had a net
loss of $1,474,461 and net cash used in operations of $319,052 for the year
ended April 30, 2007. The Company recorded a $1,248,750 unrealized gain on
available-for-sale securities and had a comprehensive loss of $225,711 for the
year ended April 30, 2007. The Company has an accumulated deficit of $6,412,035
and a deficit accumulated during the development stage of $1,474,461 at
April 30, 2007.

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

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

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

                                      F-9


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


Property and Equipment

Fixed assets greater than $1,000 are recorded at cost and depreciated over their
useful lives, which range from three to five years, using the straight-line
method. Maintenance and repair expense are expensed as incurred.

Derivative Instruments

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

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

Fair Value of Financial Instruments

We define the fair value of a financial instrument as the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying value of current assets and current liabilities approximates fair
value because of the short maturity of those instruments. The estimated fair
value of our other obligations is estimated based on the current rates offered
to us for similar maturities. Based on prevailing interest rates and the short-
term maturity of all of our indebtedness, management believes that the fair
value of our obligations approximates book value at April 30, 2007.

Investments

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

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

Management determines the appropriate classification of its investments at the
time of acquisition and

                                      F-10


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


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

The Company periodically reviews its investments in marketable and non-
marketable securities and impairs any securities whose value is considered non-
recoverable. The Company's determination of whether a security is other than
temporarily impaired incorporates both quantitative and qualitative information.
GAAP requires the exercise of judgment in making this assessment for qualitative
information, rather than the application of fixed mathematical criteria. The
Company considers a number of factors including, but not limited to, the length
of time and the extent to which the fair value has been less than cost, the
financial condition and near term prospects of the issuer, the reason for the
decline in fair value, changes in fair value subsequent to the balance sheet
date, and other factors specific to the individual investment. The Company's
assessment involves a high degree of judgment and accordingly, actual results
may differ materially from the Company's estimates and judgments. The Company
recorded no impairment charges for securities during the years ended April 30,
2007 and 2006, respectively.

Revenue Recognition

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

Revenues earned during 2007 were derived from services and recognized as the
services were completed.

Income Taxes

Income taxes are accounted for under the asset and liability method of 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. 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.

Net Loss per Share of Common Stock

Basic loss per common share (Basic EPS) excludes dilution and is computed by
dividing net loss by the weighted average number of common shares outstanding or
subscribed during the period. Diluted loss per share (Diluted EPS) reflects the
potential dilution that could occur if stock options or other contracts to issue
common stock, such as warrants or convertible notes, were exercised or converted
into common stock. There were no additional common stock equivalents or other
items to adjust the numerator or denominator in the EPS computations and
therefore, diluted EPS equals basic EPS.

                                      F-11


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


At April 30, 2007, there were warrants to purchase 1,960,410 shares of the
Company's common stock which may dilute future earnings per share.

Comprehensive Loss

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

Stock-Based Compensation

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

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

For periods prior to May 1, 2006, the Company accounted for stock options or
warrants issued to 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.

Recent Accounting Developments

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

In July 2006, the Financial Accounting Standards Board, ("FASB"), issued
Interpretation 48, "Accounting for Uncertainty in Income Taxes-An Interpretation
of FASB Statement 109", or FIN 48, which clarifies the accounting and disclosure
requirements for uncertainty in tax positions, as defined. FIN 48 requires a
two-step approach to evaluate tax positions and determine if they should be
recognized in the financial statements. The two-step approach involves
recognizing any tax positions that are "more likely that not" to occur and then
measuring those positions to determine if they are recognizable in the financial
statements. The Company will adopt FIN 48 on May 1, 2007 and does not believe it
will be material to the financial statements.

In September 2006, FASB issued SFAS 157 "Fair Value Measurements". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some

                                      F-12


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


entities, the application of this Statement will change current practice. This
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Company is currently assessing the impact, if any, the adoption of
SFAS 157 will have on its financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115", under which entities will now be permitted to measure many
financial instruments and certain other assets and liabilities at fair value on
an instrument-by-instrument basis. This Statement is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS 157. The Company is currently assessing the impact, if any,
the adoption of SFAS 159 will have on its financial statements.

4.    INVESTMENTS AND LOAN RECEIVABLE

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

At April 30, 2007, the Company continues to hold 2,587,983 shares of Avix
Technologies, Inc. ("Avix"), a publicly held company that was impaired to a zero
value in fiscal year 2004.

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

In December 2005, the Company signed a letter of intent to provide $100,000 of
funding for All American Pet, Inc., ("AAPC"), a New York corporation, with its
principal office in Encino, California. AAPC produces, markets, and sells super
premium dog food primarily through supermarkets and grocery stores and has
secured commitments to distribute its products through approximately 6,000
supermarkets and grocery stores.  As of April 30, 2006, the Company had funded
the entire $100,000 commitment and

                                      F-13


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


was working on a formal agreement for the terms of the funding.  Accordingly,
the $100,000 was recorded as a Loan Receivable in the Financial Statements as of
April 30, 2006. In May 2006, the Company formally completed an agreement related
to the $100,000 of funding provided to AAPC. The agreement exchanges the
$100,000 loan receivable for 750,000 common shares of AAPC, representing a non-
controlling equity position of approximately 6% of AAPC as of October 31, 2006.
Additionally, the Company received 500,000 warrants to purchase AAPC shares at
$0.50 per share. As a result of the agreement, the Company's Loan Receivable
position of $100,000 as of April 30, 2006 was converted to an investment in
common shares of AAPC.

On February 5, 2007, AAPC announced that its SB-2 registration statement filed
with the SEC had become effective and AAPC completed the filing of a 15c-211
registration with the NASD to begin trading over-the-counter.  However, there
has been no trading in the AAPC stock through the date of these financial
statements. The Company evaluated the investment as of April 30, 2007 and since
there is no active trading market for the common stock, considered numerous
factors in its impairment evaluation. As a result of this analysis, the Company
believes that the investment is not impaired and the historical cost of $100,000
has been utilized as the value as of April 30, 2007. In accordance with APB 18,
the Company has classified the investment as a non-marketable security at cost
in the accompanying financial statements based on the marketability factor
pursuant to SFAS 115.

In March 2006, the Company acquired 1,250,000 shares, representing a non-
controlling equity position of approximately five percent (5%) of the common
shares outstanding of Knight Energy Corp. ("Knight") for a purchase price of
$1,250. The Company's CEO and CFO are also the CEO and CFO of Knight, and
accordingly, the Company has classified the investment separately as a related
party transaction in the accompanying financial statements. Based upon the
illiquid nature of the investment, the Company determined that the Knight
securities are more appropriately classified as a long-term asset. Knight is a
holding company that operates and develops energy related businesses and assets.
In March of 2006, Knight acquired a 75% equity interest in an independent oil
and gas services company that owns an executed lease agreement among other
assets in Stephens County, Texas. The lease agreement contains approximately 160
acres that includes four producing natural gas wells. Stephens County has been a
successful producer of oil and gas over the last fifty years. Subsequently,
Knight acquired the remaining 25% interest and now owns 100% of the independent
oil and gas services company. Knight also owns and operates its own drilling rig
that will be used to drill additional wells on the current leased property as
well as other potential properties that Knight is reviewing for consideration.
Knight is currently reviewing further acquisitions and investments in the oil
and gas industry as well as other energy related businesses and assets. Nortia
has agreed to provide Knight with merchant banking services that include advice
on mergers and acquisitions, capital markets, public markets strategies and
raising capital. In exchange for these services, Knight has granted Nortia
warrants to purchase additional common shares. Nortia received 1,250,000
warrants to purchase Knight common shares with an exercise price of $.50, as
well as 1,250,000 warrants to purchase Knight common shares with an exercise
price of $1.00. The Company evaluated the warrants in accordance with Statement
of Financial Accounting Standards No. 123 "FASB 123" and utilized the Black
Scholes method to determine valuation. As a result of its evaluation, no value
was assigned to the warrants as the exercise price was significantly greater
than the fair value of the warrants, resulting in a fair value of zero under the
Black-Scholes method. See Note 8 - Related Party Transactions. Knight's
securities are currently traded over-the-counter on the pink sheets under the
symbol "KNEC".

During 2006, in accordance with APB 18, the Company had classified the
investment in Knight at cost or $1,250 due to a lack of an active trading
market. The Knight closing stock price on April 30, 2007 was significantly
greater than the historical cost recorded of $1,250. However, Knight initiated a
private

                                      F-14


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


placement offering of its securities to accredited investors at $1.00 per share
and the offering was still outstanding as of April 30, 2007. In accordance with
SFAS 115, the Company has utilized the $1.00 per share valuation since the
offering shares and the shares held by the Company are both restricted shares
and the 1,250,000 shares have been valued at $1,250,000 and classified the
investment as an available-for-sale marketable security at fair value in the
accompanying financial statements as of April 30, 2007. As a result of the
valuation, the Company recorded a $1,248,750 unrealized gain on available for
sale equity securities in the stockholders' equity section of the financial
statements as of April 30, 2007.

5. STOCKHOLDERS' EQUITY

CAPITAL STRUCTURE

We are authorized to issue up to 50,000,000 shares of our common stock, $0.001
par value per share, of which 31,414,874 were issued and outstanding at
April 30, 2007, after giving consideration to 5,104,406 common shares previously
issued by the Company's transfer agent that were returnable to the Company under
a mutual rescission agreement. The mutual rescission agreement was a component
of a December 2004 transaction accounted for as a recapitalization of the
Company. These shares have been restricted as to transfer by the transfer agent
and are not included in outstanding shares at April 30, 2007. As of April 30,
2007, 3,300,021 of these shares had been returned and cancelled by the Company's
transfer agent.

The holders of the Company's common stock do not have any preemptive right to
subscribe for, or purchase, any shares of any class of stock. Additionally, we
have 4,545 shares that are issuable and outstanding at April 30, 2007. Including
issuable shares, we have 31,419,419 shares outstanding and issuable as of
April 30, 2007.

We are authorized to issue up to 5,000,000 shares of preferred stock, $0.001 par
value per share, of which none were issued and outstanding at April 30, 2007.

COMMON STOCK AND COMMON STOCK ISSUABLE

During the year ended April 30, 2007, the Company issued certain shares of
common stock that were previously classified as issuable.

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

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

                                      F-15


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


2007, respectively), representing 764,255 shares of common stock and 764,255
two-year warrants to purchase common stock at $2.00 per share.

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

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

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

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

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

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

WARRANTS

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

                                      F-16


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


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

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

The following table summarizes activity related to warrants issued under the
private placements during the years ended April 30, 2007 and 2006:

                                                             Weighted Average
                                   Number of Warrants         Exercise Price
                                   ------------------         --------------
 Balance at April 30, 2005                  78,500                $  0.25
  Granted                                1,617,155                   0.25
  Exercised                                     --                     --
  Forfeited                                     --                     --
                                         ---------               --------
 Balance at April 30, 2006               1,695,655               $   0.25

  Granted                                  264,755                   0.25
  Exercised                                     --                     --
  Forfeited                                     --                     --
 Balance at April 30, 2007               1,960,410               $   0.25
                                         =========               ========

At April 30, 2007, the terms of exercisable warrants to purchase our common
stock are summarized below:

<TABLE>
<CAPTION>
                                  Weighted
                                   Average   Weighted                Weighted
                     Number       Remaining  Average      Number     Average
    Range of     Outstanding at  Contractual Exercise Exercisable at Exercise
 Exercise Prices  April 30, 2007    Life      Price   April 30, 2007  Price
------------------------------------------------------------------------------
<S>                 <C>          <C>          <C>       <C>           <C>
      $0.25         1,960,410    1.16 years   $0.25     1,960,410     $0.25
      =====         =========    ==========   =====     =========     =====
</TABLE>

6. INCOME TAXES

There was no income tax for the years ended April 30, 2007 or 2006 due to the
Company's net loss. The Company's tax expense differs from the "expected" tax
expense for the years ended April 30, (computed by applying the Federal
Corporate tax rate of 34% to loss before taxes), as follows:

                                                       2007              2006
                                                    ---------         ---------
Computed "expected" tax benefit                     $(501,317)        $(554,016)
Stock based issuances                                 363,800            32,878
Change in valuation allowance                         137,517           521,138
                                                    ---------         ---------
Income tax expense                                  $    --           $    --
                                                    =========         =========

                                      F-17


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


The tax effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at April 30, 2007 are as follows:

Deferred tax assets:
 Net operating loss                                                 $ 1,021,675
                                                                    -----------
Total deferred tax assets                                             1,021,675
Valuation allowance                                                  (1,021,675)
                                                                    -----------
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 $137,517
for the year ended April 30, 2007 as a result of increased net operating losses.
Net operating loss carry-forwards aggregate approximately $3,004,927 and expire
in years through 2027.

NOTE 7.   COMMITMENTS AND CONTINGENCIES

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

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

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

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

                                      F-18


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


SEC disagrees with the Company's position on the Knight securities, it may be
subject to potential enforcement action by the SEC to additional liability.

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

NOTE 8.   RELATED PARTY TRANSACTIONS

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

In March 2006, the Company acquired 1,250,000 shares of Knight Energy Corp.
("Knight") for a purchase price of $1,250. Knight is a holding company that
operates and develops energy related businesses and assets. Nortia agreed to
provide Knight with merchant banking services that include advice on mergers and
acquisitions, capital markets, public markets strategies and raising capital. In
exchange for these services, Knight has granted Nortia warrants for the purchase
of additional common shares. Nortia received 1,250,000 warrants to purchase
Knight common shares with an exercise price of $.50, as well as 1,250,000
warrants to purchase Knight common shares with an exercise price of $1.00.
Although the Nortia investment in Knight represents only approximately
five percent (5%) of the outstanding shares of Knight, the Company's CEO and CFO
are also the CEO and CFO of Knight (see Note 4 - Investments and Loan
Receivable).

For the year ended April 30, 2007, the Company recorded $185,000 of revenue from
two related parties. In August 2006, the Company recorded $25,000 of consulting
revenue from AAPC, a company that Nortia holds an ownership position in. The
entire $25,000 accounts receivable balance was collected in full by the Company.
Although the Nortia investment in AAPC represents only approximately six percent
(6%) of the outstanding shares of AAPC, the Company has a significant
influential control on the operations of AAPC (see Note 4 - Investments and Loan
Receivable).

From August though April 2007, the Company recorded $160,000 of consulting
revenue from Knight, a company that Nortia holds an ownership position in.
Effective March 2007, Nortia and Knight executed a one (1) year consulting
agreement whereby Nortia would provide financial consulting services to Knight
for a consulting fee of $20,000 monthly. As of April 30, 2007, Knight had
prepaid $18,906 of consulting fees and the Company has recorded this amount as
deferred revenue - related party in the accompanying financial statements.

NOTE 9.   CONCENTRATIONS

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

The Company has received cash proceeds from two private placements. From
April 2005 through March 12, 2007, the Company received $2,156,449 of proceeds
from the issuance of the Units ($86,350,

                                      F-19


<PAGE>
                         NORTIA CAPITAL PARTNERS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2007


$1,778,870 and $291,229 in fiscal years 2005, 2006 and 2007, respectively),
representing 1,960,410 shares of common stock and 1,960,410 two-year warrants to
purchase common stock at $2.00 per share. The majority of these proceeds were
from investors located in Europe (see Note 5 - Stockholders' Equity).

Revenues during 2007 were derived entirely from two customers (87% and 13%) who
were both related parties - see Note 7 - Related Party Transactions.

                                      F-20