UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10 - Q





QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT
OF 1934.




For
the quarterly period ended October 31, 2008





0-26843


(Commission
File Number)





Nortia
Capital Partners, Inc.


(Exact
name of registrant as specified in its charter)




Nevada
                  
                  90-0254041(State
      or other jurisdiction of
                    incorporation)
                  
                  (IRS
      Employer Identification
                    Number)


400 Hampton View Court,
Alpharetta, GA 30004


(Address of principal executive
offices including zip code)





(770)
777-6795


(Registrant’s telephone number,
including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes xNo o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer
      o
                    Accelerated filer
      oNon-accelerated filer
      o
                    Smaller reporting company x(Do
      not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes oNo x





As of
December 15, 2008, we had 34,519,721 shares of our common stock issued, issuable
and outstanding.


Nortia
Capital Partners, Inc. and Subsidiaries
 Form 10-Q
Index
 October
31, 2008
 PagePart
      I-Financial InformationItem
      1. Financial Statements
                  3Consolidated
      Balance Sheets at October 31, 2008 (Unaudited) and April 30,
      2008
                  4Consolidated
      Statements of Operations for the Three and Six Months Ended October 31,
      2008 and 2007 (Unaudited)
                  5Consolidated
      Statements of Cash Flows for the Six Months Ended October 31, 2008 and
      2007 (Unaudited)
                  6Notes
      to Consolidated Financial Statements (Unaudited)
                  7Item 2. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                  19Item 4T. Controls and
      Procedures
                  23Item
      6. Exhibits
                  24Signatures
                  25
  2
  PART
I
 FINANCIAL
INFORMATION
 
 Item 1 -
Consolidated Financial Statements (Unaudited)
  3
  Nortia
Capital Partners, Inc. and Subsidiaries
 Consolidated
Balance Sheets
 
 October 31,
                                  
                                  
                                  April 30,2008
                                    (Unaudited)
                                  
                                  
                                  2008ASSETSCurrent
      AssetsCash
                                  
                                  $
                                  18,829
                                  
                                  
                                  $
                                  11,086Restricted
      cash
                                  
                                  
                                  9,845
                                  
                                  
                                  
                                  9,845Accounts
      receivable, net of allowance for doubtful accounts of
    $29,099
                                  
                                  
                                  39,927
                                  
                                  
                                  
                                  25,515Accounts
      receivable - related party
                                  
                                  
                                  66,682
                                  
                                  
                                  
                                  70,998Prepaid
      expenses
                                  
                                  
                                  4,051
                                  
                                  
                                  
                                  -Total
      Current Assets
                                  
                                  
                                  139,334
                                  
                                  
                                  
                                  117,444Property
      and Equipment, net
                                  
                                  
                                  2,768
                                  
                                  
                                  
                                  3,770InvestmentsAvailable-for-sale
      marketable equity securities
                                  
                                  
                                  125,184
                                  
                                  
                                  
                                  67,323Available-for-sale
      marketable equity securities of Related Party
                                  
                                  
                                  1,137,500
                                  
                                  
                                  
                                  972,500Total
      Investments
                                  
                                  
                                  1,262,684
                                  
                                  
                                  
                                  1,039,823Other
      AssetsDeposits
                                  
                                  
                                  1,250
                                  
                                  
                                  
                                  -Goodwill
                                  
                                  
                                  522,870
                                  
                                  
                                  
                                  522,870Total
      Other Assets
                                  
                                  
                                  524,120
                                  
                                  
                                  
                                  522,870Total
      Assets
                                  
                                  $
                                  1,928,906
                                  
                                  
                                  $
                                  1,683,907LIABILITIESCurrent
      LiabilitiesBank
      overdraft liability
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  7,525Accounts
      payable
                                  
                                  
                                  171,708
                                  
                                  
                                  
                                  97,590Accounts
      payable - related party
                                  
                                  
                                  32,983
                                  
                                  
                                  
                                  16,476Deferred
      revenue
                                  
                                  
                                  138,409
                                  
                                  
                                  
                                  -Accrued
      expenses
                                  
                                  
                                  13,278
                                  
                                  
                                  
                                  44,593Total
      Current Liabilities
                                  
                                  $
                                  356,378
                                  
                                  
                                  $
                                  166,184Commitments
      and Contingencies (Note 7)STOCKHOLDERS’ EQUITYPreferred
      stock, Series A, $0.001 par value, 5,000,000 shares
    authorizedzero
      shares issued and outstanding
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Common
      stock, $0.001 par value, 50,000,000 shares authorized33,147,056
      and 33,117,056 shares issued and outstanding
                                  
                                  
                                  33,147
                                  
                                  
                                  
                                  33,117Common
      stock issuable, 1,372,665 and 1,402,665 shares
                                  
                                  
                                  1,373
                                  
                                  
                                  
                                  1,403Additional
      paid in capital
                                  
                                  
                                  9,380,798
                                  
                                  
                                  
                                  9,279,216Accumulated
      deficit
                                  
                                  
                                  (8,721,274
                                  )
                                  
                                  
                                  (8,669,136
                                  )Accumulated
      other comprehensive income
                                  
                                  
                                  878,484
                                  
                                  
                                  
                                  873,123Total
      Stockholders’ Equity
                                  
                                  
                                  1,572,528
                                  
                                  
                                  
                                  1,517,723Total
      Liabilities and Stockholders’ Equity
                                  
                                  $
                                  1,928,906
                                  
                                  
                                  $
                                  1,683,907
  See
accompanying notes to unaudited consolidated financial
statements.
  4
  Nortia
Capital Partners, Inc. and Subsidiaries
 Consolidated
Statements of Operations
 (Unaudited)
 
 
 Three Months Ended
                  
                  
                  Six Months EndedOctober 31,
                  
                  
                  October 31,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007RevenuesThird
      Party
                  
                  $
                  316,232
                  
                  
                  $
                  -
                  
                  
                  $
                  444,260
                  
                  
                  $
                  -Related
      Party
                  
                  
                  60,000
                  
                  
                  
                  60,000
                  
                  
                  
                  120,000
                  
                  
                  
                  120,000Total
      Revenues
                  
                  
                  376,232
                  
                  
                  
                  60,000
                  
                  
                  
                  564,260
                  
                  
                  
                  120,000Cost
      of GoodsThird
      Party
                  
                  
                  99,545
                  
                  
                  
                  -
                  
                  
                  
                  120,596
                  
                  
                  
                  -Total
      Cost of Goods
                  
                  
                  99,545
                  
                  
                  
                  -
                  
                  
                  
                  120,596
                  
                  
                  
                  -Gross
      Profit
                  
                  
                  276,687
                  
                  
                  
                  60,000
                  
                  
                  
                  443,664
                  
                  
                  
                  120,000Operating
      ExpensesContributed
      executive services
                  
                  
                  25,000
                  
                  
                  
                  25,000
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Compensation
                  
                  
                  97,658
                  
                  
                  
                  -
                  
                  
                  
                  185,496
                  
                  
                  
                  -General
      and administrative
                  
                  
                  45,376
                  
                  
                  
                  11,152
                  
                  
                  
                  86,555
                  
                  
                  
                  31,533Depreciation
                  
                  
                  468
                  
                  
                  
                  241
                  
                  
                  
                  1,002
                  
                  
                  
                  482Bad
      debt
                  
                  
                  8,311
                  
                  
                  
                  -
                  
                  
                  
                  13,603
                  
                  
                  
                  -Rent
                  
                  
                  13,595
                  
                  
                  
                  -
                  
                  
                  
                  23,159
                  
                  
                  
                  10,950Consulting
                  
                  
                  4,585
                  
                  
                  
                  6,450
                  
                  
                  
                  9,085
                  
                  
                  
                  -Professional
      fees
                  
                  
                  44,929
                  
                  
                  
                  16,645
                  
                  
                  
                  126,574
                  
                  
                  
                  40,216Total
      Operating Expenses
                  
                  
                  239,922
                  
                  
                  
                  59,488
                  
                  
                  
                  495,474
                  
                  
                  
                  133,181Operating
      Gain (Loss)
                  
                  
                  36,765
                  
                  
                  
                  512
                  
                  
                  
                  (51,810
                  )
                  
                  
                  (13,181
                  )Other
      Income (Expense)Interest
      expense
                  
                  
                  (328
                  )
                  
                  
                  72
                  
                  
                  
                  (328
                  )
                  
                  
                  72Interest
      income
                  
                  
                  -
                  
                  
                  
                  (43
                  )
                  
                  
                  -
                  
                  
                  
                  -Total
      Other Income (Expense)
                  
                  
                  (328
                  )
                  
                  
                  29
                  
                  
                  
                  (328
                  )
                  
                  
                  72Net
      Income (Loss)
                  
                  $
                  36,437
                  
                  
                  $
                  541
                  
                  
                  $
                  (52,138
                  )
                  
                  $
                  (13,109
                  )Comprehensive
      Income (Loss)Unrealized
      gain (loss) on available-for-sale securities - net
                  
                  
                  (894,161
                  )
                  
                  
                  -
                  
                  
                  
                  5,361
                  
                  
                  
                  -Total
      Comprehensive Income (Loss)
                  
                  $
                  (857,724
                  )
                  
                  $
                  541
                  
                  
                  $
                  (46,777
                  )
                  
                  $
                  (13,109
                  )Net
      Income (Loss) Per Share - Basic and Diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.0
                  
                  
                  $
                  0.00
                  
                  
                  $
                  0.0Weighted
      Average Shares
                  
                  
                  34,519,721
                  
                  
                  
                  31,419,419
                  
                  
                  
                  34,519,721
                  
                  
                  
                  31,419,419
 
 See
accompanying notes to unaudited consolidated financial
statements
  5
  Nortia
Capital Partners, Inc. and Subsidiaries
 Consolidated
Statements of Cash Flows
 (Unaudited)
 
 Six Months EndedOctober 31,2008
                            
                            
                            2007Cash
      Flows From Operating Activities:Net
      loss
                            
                            $
                            (52,138
                            )
                            
                            $
                            (13,109
                            )Adjustments to reconcile net loss to net cash used
      in operating activities:Stock
      compensation expense
                            
                            
                            51,582
                            
                            
                            
                            -Contributed
      services expense
                            
                            
                            50,000
                            
                            
                            
                            50,000Bad
      debt expense
                            
                            
                            13,603
                            
                            
                            
                            -Depreciation
                            
                            
                            1,002
                            
                            
                            
                            482Changes in operating assets and
      liabilities:Decrease
      in accounts receivable - related party
                            
                            
                            4,316
                            
                            
                            
                            -Increase
      in accounts receivable
                            
                            
                            (28,015
                            )
                            
                            
                            -Increase
      in prepaid expense
                            
                            
                            (4,051
                            )
                            
                            
                            -Increase
      in deposits
                            
                            
                            (1,250
                            )
                            
                            
                            -Increase
      in bank overdraft liability
                            
                            
                            (7,525
                            )
                            
                            
                            -Increase
      in accounts payable
                            
                            
                            74,118
                            
                            
                            
                            6,975Increase
      in accounts payable - related party
                            
                            
                            16,507
                            
                            
                            
                            -Decrease
      (increase) in deferred revenue - related party
                            
                            
                            (79,091
                            )
                            
                            
                            22,719Decrease
      in accrued expenses
                            
                            
                            (31,315
                            )
                            
                            
                            (68,480
                            )Net
      Cash Provided By (Used In) Operating Activities
                            
                            
                            7,743
                            
                            
                            
                            (1,413
                            )Cash
      Flows From Investing Activities:Net
      Cash Used In Investing Activities
                            
                            
                            -
                            
                            
                            
                            -Cash
      Flows From Financing Activities:Net
      Cash Provided By Financing Activities
                            
                            
                            -
                            
                            
                            
                            -Net
      Increase (Decrease) in Cash
                            
                            
                            7,743
                            
                            
                            
                            (1,413
                            )Cash
      at Beginning of Period
                            
                            
                            11,086
                            
                            
                            
                            1,706Cash
      at End of Period
                            
                            $
                            18,829
                            
                            
                            $
                            293Supplemental Disclosure of Cash Flow
      Information:Cash
      paid during the period for:Interest
                            
                            $
                            -
                            
                            
                            $
                            -Taxes
                            
                            $
                            -
                            
                            
                            $
                            -Supplemental Disclosure of Non-Cash Investing and
      Financing Transactions:Unrealized
      gain on available-for-sale securities
                            
                            $
                            5,361
                            
                            
                            $
                            -Client
      stock given for deferred revenue
                            
                            $
                            217,500
                            
                            
                            $
                            -
  See
accompanying notes to unaudited consolidated financial
statements
  6
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  1.  BASIS OF
PRESENTATION
  The
accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
of Regulation S-K.  They do not include all information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements.  However, except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the consolidated financial statements for the year ended April
30, 2008 included in the Company’s Form 10-KSB filed with the Securities and
Exchange Commission on August 13, 2008.  The interim unaudited
consolidated financial statements should be read in conjunction with those
consolidated financial statements included in the Form 10-KSB.  In the
opinion of management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been
made.  Operating results for the six months ended October 31, 2008 are
not necessarily indicative of the results that may be expected for the year
ending April 30, 2009.
  2.  HISTORY AND NATURE 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.
  We
elected to become a Business Development Company (“BDC”) in January 2005
pursuant to the provisions of the Investment Company Act of 1940 (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 by which it
intends to provide merchant banking-type services to micro-cap publicly traded
companies and also 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, 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, thereby incurring
only minimal administrative expenses during that time period.
  In June
2003, present management was engaged to raise additional capital and initiate
business activities.  During the fiscal quarter ended July 31, 2003,
our business re-entered the development stage.  At that time,
management raised capital and commenced preparations to operate as a 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 stock 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 stock 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.
  7
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  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.
  Accordingly,
after careful consideration and assessment of the 1940 Act requirements
applicable to BDCs, the Company’s ability to operate as a going concern in an
investment company regulatory environment, the cost of 1940 Act compliance
needs, and potential alternative business models, the Board determined that
continuation as a BDC was not in the best interests 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 a Form N-54C with the SEC formally withdrawing our election to be
subject to the 1940 Act, pursuant to the provisions of section 54(c) of the 1940
Act.  As of that date, the Company was no longer a BDC and now intends
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 are engaged primarily in the business described below
under “New Business Model” and we are not engaged in the business of investing,
reinvesting or trading in securities.  In addition, the Company
intends to conduct its business in such a manner that it will not own or propose
to acquire investment securities that would have a value exceeding 40 percent of
the Company’s total assets at any one time.  See Note 7 – Commitments
and Contingencies.
  New
Business Model
  Subsequent
to our withdrawal as a BDC, Nortia changed the nature of its business focus from
investing, owning, holding or trading in investment securities to that of an
operating company intending to provide merchant banking-type services to
micro-cap publicly traded companies and also to small, private companies seeking
to become publicly held and traded.  Specifically, we intend to
identify micro-cap publicly traded companies and 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 part or all of its compensation for these services,
Nortia often proposes to receive restricted shares of these companies’
stock.
  The
withdrawal of the Company’s election to be regulated as a BDC resulted in a
change in its method of accounting.  BDC financial statement
presentation and accounting use the “fair value” method of accounting, which
allows BDCs to value their investments at market value as opposed to historical
cost and to recognize unrealized gains or losses in operations.  As an
operating company, the Company will use either the fair-value (“SFAS 115 – Accounting for Certain Investments
In Debt and Equity Securities”) or historical-cost methods (“APB 18 –
The Equity Method of
Accounting for Investments in Common Stock”) of accounting for financial
statement presentation and accounting for securities held, depending on how the
investment is classified and how long the Company intends to hold the investment
and recognize unrealized gains or losses as a component of stockholders’
equity.  In light of the Company’s limited assets, the effect of the
change in the 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.
  8
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  With the
new business model, the Company commenced, effective May 2, 2006, a new
development stage.  Through April 30, 2008, the Company had not
generated any significant revenue from its new business
model.  Through April 30, 2008, the majority of revenues generated by
the Company were from related party transactions.  Activities during
this new development stage period include raising capital and implementing the
new business plan.  The results of operations for May 1, 2006 through
May 2, 2006 were not material and therefore, the Company will utilize May 1,
2006 as the inception date for the new development stage.  As
discussed below, the Company has acquired two companies, one of which is
operating and generating revenues.
  On
January 8, 2008, Nortia acquired Friedland Investment Events LLC (FIE) and Herd
on the Street LLC (HOTS), both privately-held companies, and their associated
brands, in exchange for 1,000,000 shares of Nortia’s common
stock.  The acquisitions are part of the strategic shift for Nortia to
that of an operating company intending to provide merchant banking-type services
to micro-cap publicly traded companies and also to small, private companies
seeking to become publicly held and traded.  With the FIE/HOTS
acquisition, Nortia believes that it is now able to offer clients a broad range
of financial communications products and services.
  As a
result of owning FIE and HOTS, the Company has generated significant revenue
during fiscal 2008 and anticipates that the revenue from these acquisitions will
increase in the future and has determined that the Company is no longer in the
development stage.  As a result, effective May 1, 2008, the Company is
no longer classified as a development stage company.
  FIE is
one of the largest sponsors of financial and investment events, sponsoring
events annually throughout the United States.  These events include
all-day conferences, luncheons, breakfasts, VIP cocktail receptions, and other
special events.  Most notably, FIE’s bi-annual Alternative Energy and
Clean Tech Conference and its Global Equities Conference series have developed a
strong following within the investment community and among
investors.
  HOTS is
an Internet-based marketing platform for publicly-traded companies and
independent equity research providers.
  3.  GOING
CONCERN
  As
reflected in the accompanying consolidated financial statements, the Company had
a net loss of $52,138 and net cash provided by operating activities of $7,743
for the six months ended October 31, 2008.  The Company recorded a
$5,361 unrealized gain on available-for-sale securities and had a comprehensive
loss of $46,777 for the six months ended October 31, 2008.  The
Company has an accumulated deficit of $8,721,274 at October 31,
2008.
  The
ability of the Company to continue as a going concern is dependent on the
Company’s ability to further implement its new business model, to raise capital
through obtaining additional debt or selling additional securities, and to
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.
  9
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  We plan
on generating revenues from our new business model by providing merchant
banking-type services to micro-cap publicly traded companies and also to small,
private companies seeking to become publicly held and
traded.  Specifically, the Company intends to identify micro-cap
publicly traded companies and 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 part or all of
its compensation for these services, the Company often proposes to receive
shares of the companies.
  4.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
  Accounting
Estimates
  When
preparing financial statements in conformity with United States Generally
Accepted Accounting Principles (“U.S. GAAP”), our management must make estimates
based on future events that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities as of the date
of the consolidated financial statements, and revenues and expenses during the
reporting period.  Actual results could differ from these
estimates.  Significant estimates in the accompanying unaudited
consolidated financial statements include valuation of the fair value of
financial instruments, the valuation of accounts receivable, valuation of
investments, valuation of goodwill, valuation of common stock and warrants
issued for services or other non-cash services, valuation for common stock
received for services rendered and the valuation allowance for deferred tax
assets.
  Principles of
Consolidation
  The
accompanying consolidated financial statements include the general accounts of
Nortia Capital Partners, Inc. and its wholly-owned subsidiaries as of October
31, 2008.  All significant intercompany transactions, accounts and
balances have been eliminated in consolidation.
  Reclassifications
  Certain
amounts in the fiscal 2008 financial statements have been reclassified to
conform to the fiscal 2009 presentation.
  Cash and Cash
Equivalents
  Cash and
cash equivalents include all highly liquid investments with a maturity date of
three months or less when purchased.
  Accounts
Receivable
  The
Company performs ongoing credit evaluations of its customers’ financial
condition and extends credit to virtually all of its
customers.  Credit losses to date have not been significant and have
been within management’s expectations.  In the event of complete
non-performance by the Company’s customers, the maximum exposure to the Company
is the outstanding accounts receivable balance at the date of
non-performance.
  Derivative
Instruments
  In
connection with the sale of debt or equity instruments, we may sell options or
warrants to purchase our common stock.  In certain circumstances,
these options or warrants may be classified as derivative liabilities, rather
than as equity.  Additionally, the debt or equity instruments may
contain embedded derivative instruments, such as variable conversion options,
which in certain circumstances may be required to be bifurcated from the host
instrument and accounted for separately as a derivative
instrument.
  10
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
 
  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,
including, but 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 October 31, 2008.  The
Company adopted the provisions of SFAS 157 “Fair Value Measurements” on May 1,
2008 and does not anticipate that it will have a significant impact on the
Company’s consolidated financial statements.
  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 for which 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 six months ended October 31,
2008.
  11
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  Property and
Equipment
  Fixed
assets greater than $1,000 are recorded at cost and depreciated over their
useful lives, which range from three to five years, using the straight-line
method.  Maintenance and repair expense are expensed as
incurred.  At October 31, 2008 and 2007, property and equipment
consisted of office and computer equipment of $5,615 and $2,872, respectively,
with accumulated depreciation of $2,847 and $2,390,
respectively.  Depreciation expense for the six months ended October
31, 2008 and 2007 was $1,002 and $482, respectively.
  Goodwill and Other
Intangibles
  The
Company accounts for goodwill in a purchase business combination as the excess
of the cost over the fair value of net assets acquired.  Business
combinations can also result in other intangible assets being
recognized.  Amortization of intangible assets, if applicable, occurs
over their estimated useful lives.  Statement of Financial Accounting
Standard No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) requires
testing goodwill for impairment on an annual basis (or interim basis if an event
occurs that might reduce the fair value of a reporting unit below its carrying
value).
  The
Company conducts the annual review during the fourth quarter of each fiscal year
and during interim reviews if impairment indicators are
present.  Based upon the Company’s interim review, no impairment was
recognized during the six months ended October 31, 2008.
  Stock-Based
Compensation
  Effective
May 1, 2006, the Company adopted SFAS No. 123 (R), entitled Share-Based
Payment.  This revised Statement eliminates the alternative to use APB
25’s intrinsic value method of accounting that was provided in SFAS No. 123 as
originally issued.  Under APB 25, issuing stock options to employees
generally resulted in recognition of no compensation cost if the exercise price
equaled or exceeded the fair value of the stock on the measurement
date.  This Statement requires entities to recognize the cost of
employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards.
  In
adopting SFAS 123 (R), the Company used the modified prospective application
(“MPA”).  MPA requires the Company to account for all new stock
compensation to employees using fair value.  The fair value for these
awards is based on the grant date.  There was no cumulative effect for
applying SFAS 123 (R) at May 1, 2006.
  For
periods prior to May 1, 2006, the Company accounted for stock options or
warrants issued to employees using APB 25, and it 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 the SFAS 123 method, the Company
records an expense equal to the fair value of the options or warrants
issued.  The fair value is computed using an options pricing
model.
  Revenue
Recognition
  The
Company recognizes revenues in accordance with the guidance in the SEC Staff
Accounting Bulletin (“SAB”) 104.  Revenue is recognized when
persuasive evidence of an arrangement exists with a fixed or determinable
selling price, as services are provided and when collection is reasonably
assured.
  12
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  The
Company follows EITF 00-8 “Accounting by a Grantee for an Equity Instrument to
be Received in Conjunction with Providing Goods or Services” when determining
the measurement date to value securities received for services.
  Revenues
earned during the six months ended October 31, 2008 and 2007 were derived from
services and recognized as the services were completed.
  Income
Taxes
  Income
taxes are accounted for under the asset and liability method of SFAS No. 109,
Accounting for Income
Taxes (“SFAS 109”).  Under SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  Under SFAS 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
  Net Loss per Share of Common
Stock
  Basic
loss per common share (Basic EPS) excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding or
subscribed to during the period.  Diluted loss per share (Diluted EPS)
reflects the potential dilution that could occur if stock options or other
contracts to issue common stock, such as warrants or convertible notes, were
exercised or converted into common stock.  Common stock equivalents
were not utilized to compute diluted loss per share as their effect would have
been anti-dilutive in 2008 and 2007.  Therefore, Diluted EPS equals
Basic EPS.
  At
October 31, 2008, there were outstanding warrants to purchase 562,290 shares of
the Company’s common stock which may dilute future earnings per
share.
  Comprehensive Income
(Loss)
  Comprehensive
income (loss) includes net loss as currently reported by the Company adjusted
for other comprehensive items.  Other comprehensive items for the
Company consists of unrealized gains and losses related to the Company’s equity
securities accounted for as available-for-sale with changes in fair value
recorded through stockholders’ equity.
  5.  INVESTMENTS
  The
following represents information about available-for-sale securities held with
gain and loss positions as of October 31, 2008:
  Securities in gain
                          positions more than
                          12 months:
                        
                        Cost
                        
                        
                        Aggregate
                          Unrealized gains
                        
                        
                        Aggregate Fair
                          ValueEquity securities
                        
                        $
                        1,250
                        
                        
                        $
                        1,061,250
                        
                        
                        $
                        1,062,500
  13
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
 
 Securities in loss
                      positions more than
                      12 months:
                    
                    Cost
                    
                    
                    Aggregate
                      Unrealized losses
                    
                    
                    Aggregate Fair
                      ValueEquity securities
                    
                    $
                    369,950
                    
                    
                    $
                    197,579
                    
                    
                    $
                    172,371
 
 The
Company holds a non-controlling equity position consisting of 750,000, common
shares of 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.  Nortia’s CEO and CFO were previously significantly involved
in AAPC, and accordingly, the Company has classified this investment separately
as a related party transaction in the accompanying unaudited consolidated
financial statements.  The AAPC closing stock price on October 31,
2008 was $0.10 per share or a valuation of $75,000 for the 750,000 shares owned
by the Company.  In accordance with SFAS 115, the Company has valued
the investment at $75,000.  This investment is classified as
“available-for-sale equity securities – related parties” at fair value in the
accompanying unaudited consolidated financial statements at October 31,
2008.  As a result of the valuation, during the six months ended
October 31, 2008, the Company recorded a $22,500 unrealized loss on
available-for-sale equity securities in the stockholders’ section of the
unaudited consolidated financial statements.  In total, the Company
has recorded a $25,000 unrealized loss on available-for-sale equity securities
in the stockholders’ section of the unaudited consolidated financial statements
for the adjustment in the valuation from $100,000 of historical cost to the
$75,000 fair value at October 31, 2008.
  The
Company holds 1,250,000 shares, representing a non-controlling equity position,
of the common shares of Knight Energy Corp. (“Knight”), which it acquired for a
purchase price of $1,250.  Knight is a holding company that operates
and develops energy-related businesses and assets.  Nortia’s CEO and
CFO are also the CEO and CFO of Knight, and accordingly, the Company has
classified this investment separately as a related party transaction in the
accompanying unaudited consolidated financial statements.  Knight’s
securities are currently traded over-the-counter on the pink sheets under the
symbol “KNEC.”  Beginning in March 2006, pursuant to a series of three
12-month consulting agreements, Nortia has provided Knight with merchant banking
services that include advice on mergers and acquisitions, capital markets,
public markets strategies and raising capital.  As part of the
consideration paid by Knight for these services during the 12-month period that
began in March 2006, Knight granted Nortia, in March 2006, warrants to purchase
1,250,000 Knight common shares with an exercise price of $.50, together with
warrants to purchase 1,250,000 Knight common shares with an exercise price of
$1.00.
  The
Knight closing stock price on October 31, 2008 was $0.85 per
share.  In accordance with SFAS 115, the Company has valued its
investment in Knight at $1,062,500, which is equal to the stock price of $0.85
per share.  This investment is classified as “available-for-sale
marketable equity securities – related parties” at fair value in the
accompanying unaudited consolidated financial statements at October 31,
2008.  As a result of the valuation, during the six months ended
October 31, 2008, the Company recorded a $187,500 unrealized gain on
available-for-sale equity securities in the stockholders’ section of the
unaudited consolidated financial statements.  In total, the Company
has recorded a $1,061,250 unrealized gain on available-for-sale equity
securities in the stockholders’ section of the unaudited consolidated financial
statements for the adjustment in the valuation from $1,250 of historical cost to
the $1,062,500 fair value at October 31, 2008.
  Through
its wholly-owned subsidiary Friedland Investment Events LLC (“FIE”), the Company
holds certain common stock investments in companies for services provided by
FIE.  At October 31, 2008, the Company had $282,950 of historical cost
for stock certificates held related to companies that FIE provided services
for.  In accordance with SFAS 115, the Company performed an evaluation
and utilized the closing stock price for the common stock held as of October 31,
2008.  The Company evaluated the common stock held and determined that
the market value was $125,184.  This amount is recorded as
“available-for-sale equity securities” in the accompanying unaudited
consolidated financial statements as of October 31, 2008.  As a result
of the valuation, during the six months ended October 31, 2008, the Company
recorded a $57,862 net unrealized gain on available-for-sale equity securities
in the stockholders’ section of the unaudited consolidated financial
statements.  In total, the Company has recorded a $157,765 net
unrealized loss on available-for-sale equity securities in the stockholders’
section of the unaudited consolidated financial statements for the adjustment in
the valuation from $282,950 of historical cost to the $125,184 fair value at
October 31, 2008.
  14
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  6.  STOCKHOLDERS’
EQUITY
  Capital
Structure
  We are
authorized to issue up to 5,000,000 shares of preferred stock, $0.001 par value
per share, of which none were issued and outstanding at October 31,
2008.
  We are
authorized to issue up to 50,000,000 shares of our common stock, $0.001 par
value per share, of which 33,147,056 were issued and outstanding at October 31,
2008.  Additionally, we have 1,372,665 shares that are issuable and
outstanding at October 31, 2008.  Including issuable shares, we have
34,519,721 shares issuable, issued and outstanding as of October 31,
2008.
  The
holders of the Company’s common stock do not have any preemptive right to
subscribe for, or purchase, any shares of any class of stock.
  Common
Stock and Common Stock Issuable
  During
the six months ended October 31, 2008, the Company issued 30,000 shares of
common stock that were previously classified as issuable.
  Effective
January 8, 2008, the Company issued 500,000 shares of its common stock at $.537
per share, for a total of $268,334, for an employment agreement related to the
Company’s acquisition of FIE and HOTS as discussed in Note 2
above.  These shares were issued to an employee of FIE and HOTS, and
the $.537 per share price utilized was the same as the price per share used in
the acquisition.  Of the 500,000 shares, 200,000 vested immediately,
and the remaining 300,000 shares cliff vest at the rate of 100,000 shares on
December 31 of each of 2008, 2009 and 2010.  In accordance with SFAS
123(R), the Company recorded $107,333 of stock compensation expense for the
issuance of the 200,000 shares that vested immediately.  The remaining
300,000 shares held in escrow were not recorded and are being amortized
beginning February 1, 2008 to stock compensation expense over the vesting
period.  At April 30, 2008, $30,461 of stock compensation expense was
recorded for amortization of the shares over the vesting period.  For
the six months ended October 31, 2008, $51,582 of stock compensation expense was
recorded for amortization of the shares over the vesting period.
  Warrants
  The
following table summarizes activity related to warrants issued during the six
months ended October 31, 2008:
  15
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  Number of Warrants
                  
                  
                  Weighted Average
                    Exercise PriceBalance at
      April 30, 2008
                  
                  
                  562,290
                  
                  
                  $
                  0.25Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  -
                  
                  
                  
                  -Balance
      at October 31, 2008
                  
                  
                  562,290
                  
                  
                  $
                  0.25
  At
October 31, 2008, the terms of exercisable warrants to purchase our common stock
are summarized below:
  Range of Exercise
                            Prices
                          
                          
                          Number
                            Outstanding at
                            October 31,
                            2008
                          
                          Weighted
                            Average
                            Remaining
                            Contractual
                            Life
                          
                          Weighted
                            Average
                            Exercise
                            Price
                          
                          
                          Number
                            Exercisable at
                            October 31,
                            2008
                          
                          
                          Weighted
                            Average
                            Exercise
                            Price$
                          0.25
                          
                          
                          
                          562,290
                          
                          0.36 years
                          
                          $
                          0.25
                          
                          
                          
                          562,290
                          
                          
                          $
                          0.25
 
 As of
October 31, 2008, the Company has 562,290 warrants outstanding that have a
two-year exercise period and expire on March 12, 2009.
  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, Inc. 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 To File
Amended Complaint on January 22, 2007.  The Court granted that Motion
on January 29, 2007.  On February 8, 2007, Mirador filed a Motion to
Dismiss the Company’s complaint with prejudice, and this motion remains
pending.  On March 20, 2007, the Company served Mirador with discovery
requests and Mirador’s responses have not been received and are
overdue.
  The
Company intends to continue vigorously defending its rights in this manner, as
it believes such allegations are without merit.  We also believe that
the Company and all named third-party defendants have meritorious defenses to
Mirador’s Counterclaims, for the reasons set forth in our filings.
  In May
2008, Matthew T. Henninger (“Henninger”), a former officer and director of the
Company, filed a civil action claim in the Superior Court of Fulton County,
State of Georgia against the Company, William Bosso, our Chief Executive Officer
and director, and Knight Energy Corp.  Mr. Bosso is also the chief
executive officer and a director of Knight Energy Corp.  Additionally,
Robin Smith (“Smith”) filed a civil claim in the State of New York against the
Company.  Henninger held certain shares of the Company’s common stock
that were pledged to Smith and upon a default of the pledge, the shares were
surrendered to Smith.  Smith attempted to have the certificates
transferred to her name but was denied by the Company’s transfer agent per
instruction of the Company.  Henninger and Smith have filed their
claims to require the Company’s transfer agent to transfer the shares in the
name of Henninger to Smith.
  16
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  The
Company strongly disagrees with the claims and responded to the courts by
providing evidence that Henninger had breached a contract made with the Company
whereby Henninger would sell his common stock to a third party for a purchase
price of $200,000.  The Company has asked the court to enter a
judgment against Henninger in favor of the Company such that Henninger would
sell his shares to the third party for $200,000 per the contract.
  The
Company has and intends to continue vigorously defending its rights in this
manner, as it believes such allegations are without merit.  We also
believe that the Company and all named third-party defendants have meritorious
defenses to the claims, for the reasons set forth in our filings.
  Due to
the nature of the Company’s business, the Company may be at risk of being
classified as an investment company under the 1940 Act.  Currently,
the Company holds 1,250,000 shares of Knight Energy Corp. and the shares have
been valued at $1,062,500 in the accompanying unaudited consolidated financial
statements as of October 31, 2008.  However, in March 2007, the
Company entered into a voting trust agreement (“VTA”) whereby the Company is the
trustee and has voting control for 12,200,000 shares of Knight common stock or
approximately 60% of the outstanding shares.  As a result of the VTA,
and because the Company has voting control over approximately 60% of the Knight
outstanding shares, the Company believes that the Knight shares it holds are not
“investment securities” as defined by the 1940 Act.  However, if the
SEC disagrees with the Company’s position on the Knight securities, it may be
subject to potential enforcement action by the SEC for 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
October 31, 2008.
  Effective
February 18, 2008, the Company entered into a sublease for its office in New
York, New York.  The sublease term is through April 29, 2009 with base
rent monthly payments of $3,282 for year 1 and $3,382 thereafter through the
expiration date of April 29, 2009.  Additionally, the Company must pay
its pro-rata share of operating expenses.  The Company paid a security
deposit of $9,845 for the sublease through a letter of credit secured by a
financial institution certificate of deposit (“CD”), and the CD is classified as
restricted cash in the accompanying unaudited consolidated financial statements
at October 31, 2008.
  Rental
expense charged to operations under operating leases for the six months ended
October 31, 2008 and 2007 was $23,159 and $10,950, respectively.
  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 for this office.  It is being provided to the
Company by an officer/director free of charge.  Use of this office
space and the related value is de minimis.  Therefore, no expense has
been recorded in the accompanying financial statements.  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.
  17
  Nortia
Capital Partners, Inc. and Subsidiaries
 Notes
to Consolidated Financial Statements
 October
31, 2008
 (Unaudited)
  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.  Beginning
in March 2006, pursuant to a series of three 12-month consulting agreements,
Nortia has provided Knight with merchant banking services that include advice on
mergers and acquisitions, capital markets, public markets strategies and raising
capital.  As part of the consideration paid by Knight for these
services for the 12-month period that began in March 2006, Knight granted
Nortia, in March 2006, warrants to purchase 1,250,000 Knight common shares with
an exercise price of $.50, together with warrants to purchase 1,250,000 Knight
common shares with an exercise price of $1.00.  Although the Nortia
investment in Knight represents only approximately five percent (5%) of the
outstanding shares of Knight, the Company’s CEO and CFO are also the CEO and CFO
of Knight (see Note 5 – Investments).
  Effective
March 2008, Nortia and Knight executed a one-year consulting agreement by which
Nortia would provide financial consulting services to Knight for a consulting
fee of $20,000 monthly.  For the six months ended October 31, 2008,
the Company recorded $120,000 of consulting revenue from
Knight.  Additionally, as of October 31, 2008, the Company had $66,682
of accounts receivable from Knight.  This amount is classified as
“accounts receivable – related party” in the accompanying unaudited consolidated
financial statements.
  As of
October 31, 2008, the Company owed an employee of FIE $32,983 for expenses
incurred by the employee on behalf of the Company.  This amount is
classified as accounts payable – related party in the accompanying unaudited
consolidated financial statements as the employee exercises significant control
over the operations of FIE.
  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 may exceed the federally insured limit of
$250,000.
  Approximately
21% of revenues during 2008 were derived from Knight, a related
party.  Additionally, accounts receivable – related party is $66,682
at October 31, 2008 and is derived 100% from Knight.  This represents
approximately 63% of total receivables (see Note 8 – Related Party
Transactions).
  18
  Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
  SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
  The
following is a discussion of our financial condition, results of operations,
liquidity and capital resources.  This discussion should be read in
conjunction with our unaudited financial statements and the notes thereto
included elsewhere in this Form 10-Q and with our report on Form 10-KSB filed
with the SEC on August 13, 2008.
  Some of
the statements under “Description of Business,” “Risk Factors,” “Management’s
Discussion and Analysis or Plan of Operation,” and elsewhere in this Report and
in our periodic filings with the Securities and Exchange Commission constitute
forward-looking statements.  These statements involve known and
unknown risks, significant uncertainties and other factors that may cause actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements.  Such factors include, among other things, those listed
under “Risk Factors” in our Form 10-KSB filed with the SEC on August 13,
2008 and elsewhere in this Report.
  In some
cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “could,” “intends,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of such terms or other comparable terminology.
  The
forward-looking statements herein are based on current expectations that involve
a number of risks and uncertainties.  Such forward-looking statements
are based on assumptions that we will obtain or have access to adequate
financing for each successive phase of our growth, that there will be no
material adverse competitive or technological change in condition of our
business, that our Chief Executive Officer, Chief Financial Officer, and other
significant employees will remain employed as such by us, and that there will be
no material adverse change in the Company’s operations or business, or in the
governmental regulations affecting us.  The foregoing assumptions are
based on judgments with respect to, among other things, further economic,
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control.
  Although
our management believes that the expectations reflected in the forward-looking
statements are reasonable, management cannot guarantee future results, levels of
activity, performance or achievements.  Moreover, neither management
nor any other persons assumes responsibility for the accuracy and completeness
of such statements.
  GENERAL
  Nortia
Capital Partners, Inc. (“Nortia,” “we,” “us,” “our,” “its,” or the “Company”) is
an Atlanta, Georgia-based company intending to provide merchant banking-type
services to micro-cap publicly traded companies and also to small, private
companies seeking to become publicly held and traded.  The Company’s
website is www.nortiacapital.com.
  We are a
company that files periodic reports with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, and our shares of common stock
are publicly traded on the Pink Sheets under the symbol “NCPN.”
  19
  RESULTS
OF OPERATIONS
  (Unaudited)
                    Three Months Ended
                  
                  
                  (Unaudited)
                    Six Months EndedOctober
      31,
                  
                  
                  October
      31,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007RevenuesThird
      Party
                  
                  $
                  316,232
                  
                  
                  $
                  -
                  
                  
                  $
                  444,260
                  
                  
                  $
                  -Related
      Party
                  
                  
                  60,000
                  
                  
                  
                  60,000
                  
                  
                  
                  120,000
                  
                  
                  
                  120,000Total
      Revenues
                  
                  
                  376,232
                  
                  
                  
                  60,000
                  
                  
                  
                  564,260
                  
                  
                  
                  120,000Cost
      of GoodsThird
      Party
                  
                  
                  99,545
                  
                  
                  
                  -
                  
                  
                  
                  120,596
                  
                  
                  
                  -Total
      Cost of Goods
                  
                  
                  99,545
                  
                  
                  
                  -
                  
                  
                  
                  120,596
                  
                  
                  
                  -Gross
      Profit
                  
                  
                  276,687
                  
                  
                  
                  60,000
                  
                  
                  
                  443,664
                  
                  
                  
                  120,000Operating
      ExpensesContributed
      executive services
                  
                  
                  25,000
                  
                  
                  
                  25,000
                  
                  
                  
                  50,000
                  
                  
                  
                  50,000Compensation
                  
                  
                  97,658
                  
                  
                  
                  -
                  
                  
                  
                  185,496
                  
                  
                  
                  -General
      and administrative
                  
                  
                  45,376
                  
                  
                  
                  11,152
                  
                  
                  
                  86,555
                  
                  
                  
                  31,533Depreciation
                  
                  
                  468
                  
                  
                  
                  241
                  
                  
                  
                  1,002
                  
                  
                  
                  482Bad
      debt
                  
                  
                  8,311
                  
                  
                  
                  -
                  
                  
                  
                  13,603
                  
                  
                  
                  -Rent
                  
                  
                  13,595
                  
                  
                  
                  -
                  
                  
                  
                  23,159
                  
                  
                  
                  10,950Consulting
                  
                  
                  4,585
                  
                  
                  
                  6,450
                  
                  
                  
                  9,085
                  
                  
                  
                  -Professional
      fees
                  
                  
                  44,929
                  
                  
                  
                  16,645
                  
                  
                  
                  126,574
                  
                  
                  
                  40,216Total
      Operating Expenses
                  
                  
                  239,922
                  
                  
                  
                  59,488
                  
                  
                  
                  495,474
                  
                  
                  
                  133,181Operating
      Gain (Loss)
                  
                  
                  36,765
                  
                  
                  
                  512
                  
                  
                  
                  (51,810
                  )
                  
                  
                  (13,181
                  )Other
      Income (Expense)Interest
      expense
                  
                  
                  (328
                  )
                  
                  
                  72
                  
                  
                  
                  (328
                  )
                  
                  
                  72Interest
      income
                  
                  
                  -
                  
                  
                  
                  (43
                  )
                  
                  
                  -
                  
                  
                  
                  -Total
      Other Income (Expense)
                  
                  
                  (328
                  )
                  
                  
                  29
                  
                  
                  
                  (328
                  )
                  
                  
                  72Net
      Income (Loss)
                  
                  $
                  36,437
                  
                  
                  $
                  541
                  
                  
                  $
                  (52,138
                  )
                  
                  $
                  (13,109
                  )Comprehensive
      Income (Loss)Unrealized
      gain (loss) on available-for-sale securities – net
                  
                  
                  (894,161
                  )
                  
                  
                  -
                  
                  
                  
                  5,361
                  
                  
                  
                  -Total
      Comprehensive Income (Loss)
                  
                  $
                  (857,724
                  )
                  
                  $
                  541
                  
                  
                  $
                  (46,777
                  )
                  
                  $
                  (13,109
                  )
 
 Three Months Ended October
31, 2008 compared to 2007
  Revenues:
  Revenues
increased $316,232, or 527%, to $376,232 for 2008, from $60,000 for
2007.  The increase consisted totally of revenue from third-party
clients of our newly acquired subsidiary, Friedland Investment Events LLC
(“FIE”).
  20
  Cost of
Goods:
  Cost of
Goods increased to $99,545, or 100%, to $99,545 for 2008, from zero for
2007.  The increase was all from third-party clients of our newly
acquired subsidiary FIE related to costs associated with hosting and sponsoring
events for customers.
  Operating
Expenses:
  Operating
expenses increased $180,434 or 303%, to $239,922 for 2008 from $59,488 for
2007.  The increase was primarily composed of $97,658 of compensation
expense, $28,284 of professional fees and $34,224 of general and administrative
expense.  The increase in compensation expense was primarily related
to operations from FIE with no comparable amount in 2007 before the acquisition
of FIE.  The increase in professional fees and general and
administrative expense was primarily related to increased legal expenses and
other expenses from the acquisitions of FIE and HOTS.
  Other
Income (Expense):
  Other
income (expense) increased $357 of expense, or 1,231%, to $328 of expense for
2008 from $29 of income for 2007.  The increase in expense was
primarily from interest expense on late rent payments for the Company’s New York
office.
  Comprehensive
Income (Loss):
  Comprehensive
income (loss) increased to $894,161 of expense for 2008 from zero for
2007.  The change was due to an unrealized loss on available-for-sale
equity securities recorded during 2008 with no comparable amount for
2007.
  Six Months Ended October 31,
2008 compared to 2007
  Revenues:
  Revenues
increased $444,260, or 370%, to $564,260 for 2008, from $120,000 for
2007.  The increase was all from third-party clients of our newly
acquired subsidiary, Friedland Investment Events LLC (“FIE”).
  Cost of
Goods:
  Cost of
Goods increased $120,596, or 100%, to $120,596 for 2008, from zero for
2007.  The increase was all from third-party clients of our newly
acquired subsidiary FIE related to costs associated with hosting and sponsoring
events for customers.
  Operating
Expenses:
  Operating
expenses increased $362,292, or 272%, to $495,474 for 2008 from $133,181 for
2007.  The increase was primarily composed of $185,496 of compensation
expense, $86,358 of professional fees and $55,022 of general and administrative
expense.  The increase in compensation expense was primarily related
to operations from FIE with no comparable amount in 2007 before the acquisition
of FIE.  The increase in professional fees and general and
administrative expense was primarily related to increased legal expenses and
other expenses from the acquisitions of FIE and HOTS.
  Other
Income (Expense):
  Other
income (expense) increased $400 of expense or 556%, to $328 of expense for 2008
from $72 of income for 2007.  The increase in expense was primarily
from interest expense on late rent payments for the Company’s New York
office.
  21
  Comprehensive
Income (Loss):
  Comprehensive
income (loss) increased $5,361 of income for 2008 from zero for
2007.  The change was primarily due to an unrealized gain on
available-for-sale equity securities recorded during 2008 with no comparable
amount for 2007.
  Liquidity
and Capital Resources
  Cash and
cash equivalents were $18,829 at October 31, 2008 as compared to $11,086 at
April 30, 2008.
  We cannot
provide assurance that we will generate sufficient cash flow from operations or
obtain additional financing to meet our business plan
requirements.  The consolidated financial statements do not include
any adjustments to reflect the possible effects on recoverability and
classification of assets or the amounts and classification of liabilities, which
may result from the lack of our ability to continue as a going
concern.
  Operating
Activities:  Net cash provided by operating activities was $7,743 for
2008, as compared to net cash used of $1,413 for 2007.  The change was
primarily due to increases in the net loss, accounts payable, stock compensation
expense, and bad debt expense that were partially offset by decreases in
deferred revenue-related party and accrued expenses, together with increases in
accounts receivable, in back overdraft liability, prepaid expenses and
deposits.
  Investing
Activities:  There were no investing activities in 2008 or
2007.
  Financing
Activities:  There were no financing activities in 2008 or
2007.
  Debt
  We have
no debt outstanding at October 31, 2008
  Liquidity
  Our
principal uses of cash to date have been for operating activities and we have
primarily funded our operations by the sale of our common
stock.  Presently, our source of cash is from consulting agreements
with our client companies, new client revenue and external financing in the form
of the sale of our common stock.  We cannot assure you that we can
obtain sufficient proceeds, if any, and that the revenue from consulting
agreements with client companies or the sale of our common stock under any
financing structures, will be sufficient to meet our projected cash flow
needs.
  Our
ability to obtain additional financing depends on many factors beyond our
control, including the state of the capital markets, the implied market value of
our Common Stock as compared with the price at which any equity financing is
offered, and the prospects for our business.  The necessary additional
financing may not be available to us or may be available only on terms that
would result in further dilution to the current owners of our Common
Stock.  Failure to obtain commitments for financing would have a
material adverse effect on our business, results of operations and financial
condition.  If the financing we require to sustain our working capital
needs is unavailable or insufficient or we do not receive the necessary
financing, we may be unable to continue as a going concern.
  We are
planning on obtaining additional cash proceeds from consulting agreements with
client companies, new clients, 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.
  22
  Off-Balance
Sheet Arrangements
  We have
no off-balance sheet arrangements.
  Item
4T.  Controls and Procedures
  Evaluation
of Disclosure Controls and Procedures
  Under the
supervision and with the participation of our senior management, consisting of
our chief executive officer and our chief financial officer, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report (the “Evaluation Date”).  Based on that evaluation, the
Company’s management, including our chief executive officer and chief financial
officer, concluded that as of the Evaluation Date our disclosure controls and
procedures are not effective to ensure that the information relating to us
required to be disclosed in our Securities and Exchange Commission (“SEC”)
reports (i) is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and (ii) is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
  23
  (b)  Changes
in Internal Control over Financial Reporting.  There were no changes
in our internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting. As previously
disclosed in the Company’s Form 10-KSB for
the fiscal year ended April 30, 2008, our management has concluded that there is
a material weakness in our internal control over financial reporting and that
our internal control over financial reporting is not effective.
  PART
II – OTHER INFORMATION
  Item
6.  Exhibits
  Exhibit No.
                                        Exhibit Description3.1
                                        Articles of Incorporation of
      Nortia Capital Partners, Inc.13.2
                                        Bylaws
      of Nortia Capital Partners, Inc.14.1
                                        Specimen
      Stock Certificate 310.1
                                        Consulting
      Agreement by and between Nortia Capital Partners, Inc. and Knight Energy
      Corp. dated March 1, 2007.210.2
                                        Voting
      Trust Agreement by and between Nortia Capital Partners and Knight Energy
      Corp. dated January 1, 2007.210.3
                                        Consulting
      Agreement by and between Nortia Capital Partners, Inc. and Knight Energy
      Corp. dated March 1, 2008. 321.1
                                        Subsidiaries
      of Nortia Capital Partners, Inc. 331.1
                                        Certification
      of the Chief Executive Officer of Nortia Capital Partners, Inc. pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
                                        Certification
      of the Chief Financial Officer of Nortia Capital Partners, Inc. pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
                                        Certification
      of the Chief Executive Officer of Nortia Capital Partners, Inc. pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
                                        Certification
      of the Chief Financial Officer of Nortia Capital Partners, Inc. pursuant
      toSection 906 of the
      Sarbanes-Oxley Act of
2002.*
  *          Filed
herewith
 1          Incorporated
by reference to the Company’s Form 8-K filed December 8, 2004.
 2.         Incorporated
by reference to the Company’s Form 10-KSB filed July 30, 2007.
 3.         Incorporated
by reference to the Company’s Form 10-KSB filed August 13,
2008.
  24
  SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of Nortia Capital
Partners, Inc. in the capacities and on the dates indicated.
  Signature
                                                    
                                                    Title
                                                    
                                                    Date/s/ William J. Bosso
                                                    
                                                    Chief
      Executive Officer, Principal Executive
                                                    
                                                    December
      15, 2008William
      J. Bosso
                                                    
                                                    Officer
      and Director/s/
      Bruce A.
      Hall
                                                    
                                                    Chief
      Financial Officer, Principal Financial
                                                    
                                                    December
      15, 2008Bruce
      A. Hall
                                                    
                                                    Officer
      and Director
  25