UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10 - Q





QUARTERLY REPORTPURSUANT
TOSECTION 13
OR 15(d) OF


THE SECURITIES EXCHANGE ACT
OF 1934.




For
the quarterly period ended January 31, 2009





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 x No 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 ̈
            
            Accelerated filer ̈Non-accelerated
      filer  ̈
            
            Smaller reporting companyx(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 ̈Nox





As of
March 1, 2009, we had 3,462,002 shares of our common stock issued and
outstanding.





Nortia
Capital Partners, Inc. and Subsidiaries


Form 10-Q
Index


January
31, 2009


PagePart
      I-Financial InformationItem
      1. Financial Statements
                                    3Consolidated
      Balance Sheets at January 31, 2009 (Unaudited) and
                                      April
      30, 2008
                                    4Consolidated
      Statements of Operations for the Three and
                                      Nine
      Months Ended January 31, 2009 and 2008 (Unaudited)
                                    5Consolidated
      Statements of Cash Flows for the Nine
                                      Months
      Ended January 31, 2009 and 2008 (Unaudited)
                                    6Notes
      to Consolidated Financial Statements (Unaudited)
                                    7Item
      2. Management's Discussion and Analysis of Financial
                                      Condition
      and Results of Operations
                                    20Part
      II-Other InformationItem
      4. Controls and Procedures
                                    24Item
      6. Exhibits
                                    25Signatures
                                    27




2


PART
I


FINANCIAL
INFORMATION





Item
1 - Consolidated Financial Statements (Unaudited)


3


Nortia
Capital Partners, Inc. and Subsidiaries


Consolidated
Balance Sheets




(Unaudited)January 31,
                                
                                
                                April 30,2009
                                
                                
                                2008ASSETSCurrent
      AssetsCash
                                
                                $
                                24,821
                                
                                
                                $
                                11,086Restricted
      cash
                                
                                
                                9,845
                                
                                
                                
                                9,845Accounts
      receivable, net of allowance for doubtful accounts of $28,890 and
      $15,545 respectively
                                
                                
                                27,867
                                
                                
                                
                                25,515Accounts
      receivable - related party
                                
                                
                                135,247
                                
                                
                                
                                70,998Total
      Current Assets
                                
                                
                                197,780
                                
                                
                                
                                117,444Property
      and Equipment, net
                                
                                
                                2,300
                                
                                
                                
                                3,770InvestmentsAvailable-for-sale
      marketable equity securities
                                
                                
                                78,739
                                
                                
                                
                                67,323Available-for-sale
      marketable equity securities of Related Party
                                
                                
                                562,500
                                
                                
                                
                                972,500Total
      Investments
                                
                                
                                641,239
                                
                                
                                
                                1,039,823Other
      AssetsDeposits
                                
                                
                                1,250
                                
                                
                                
                                -Goodwill
                                
                                
                                522,870
                                
                                
                                
                                522,870Total
      Other Assets
                                
                                
                                524,120
                                
                                
                                
                                522,870Total
      Assets
                                
                                $
                                1,365,439
                                
                                
                                $
                                1,683,907LIABILITIESCurrent
      LiabilitiesBank
      overdraft liability
                                
                                $
                                -
                                
                                
                                $
                                7,525Accounts
      payable
                                
                                
                                194,309
                                
                                
                                
                                97,590Accounts
      payable - related party
                                
                                
                                14,600
                                
                                
                                
                                16,476Deferred
      revenue
                                
                                
                                79,091
                                
                                
                                
                                -Accrued
      expenses
                                
                                
                                102,073
                                
                                
                                
                                44,593Promissory
      note
                                
                                
                                75,000
                                
                                
                                
                                -Total
      Current Liabilities
                                
                                $
                                465,073
                                
                                
                                $
                                166,184Commitments
      and Contingencies (See Note 8)STOCKHOLDERS' EQUITYPreferred
      stock, Series A, $0.001 par value, 5,000,000 shares authorized zero
      shares issued and outstanding
                                
                                $
                                -
                                
                                
                                $
                                -Common
      stock, $0.001 par value, 5,000,000 shares authorized 3,462,002 and
      3,311,705 shares issued and outstanding
                                
                                
                                3,462
                                
                                
                                
                                3,312Common
      stock issuable, 0 and 140,267 shares
                                
                                
                                -
                                
                                
                                
                                140Additional
      paid in capital
                                
                                
                                9,456,993
                                
                                
                                
                                9,310,284Accumulated
      deficit
                                
                                
                                (8,817,128
                                )
                                
                                
                                (8,669,136
                                )Accumulated
      other comprehensive income
                                
                                
                                257,039
                                
                                
                                
                                873,123Total
      Stockholders' Equity
                                
                                
                                900,366
                                
                                
                                
                                1,517,723Total
      Liabilities and Stockholders' Equity
                                
                                $
                                1,365,439
                                
                                
                                $
                                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
                
                
                Nine
      Months EndedJanuary
      31,
                
                
                January
      31,2009
                
                
                2008
                
                
                2009
                
                
                2008RevenuesThird
      Party
                
                $
                104,068
                
                
                $
                32,830
                
                
                $
                548,328
                
                
                $
                32,830Related
      Party
                
                
                60,000
                
                
                
                60,000
                
                
                
                180,000
                
                
                
                180,000Total
      Revenues
                
                
                164,068
                
                
                
                92,830
                
                
                
                728,328
                
                
                
                212,830Cost
      of GoodsThird
      Party
                
                
                35,066
                
                
                
                -
                
                
                
                155,662
                
                
                
                -Total
      Cost of Goods
                
                
                35,066
                
                
                
                -
                
                
                
                155,662
                
                
                
                -Gross
      Profit
                
                
                129,002
                
                
                
                92,830
                
                
                
                572,666
                
                
                
                212,830Operating
      ExpensesContributed
      executive services
                
                
                25,000
                
                
                
                -
                
                
                
                75,000
                
                
                
                50,000Compensation
                
                
                95,734
                
                
                
                484,495
                
                
                
                281,230
                
                
                
                484,495General
      and administrative
                
                
                49,964
                
                
                
                51,571
                
                
                
                136,519
                
                
                
                83,104Depreciation
                
                
                468
                
                
                
                241
                
                
                
                1,470
                
                
                
                723Bad
      debt
                
                
                (209
                )
                
                
                -
                
                
                
                13,394
                
                
                
                -Rent
                
                
                13,596
                
                
                
                -
                
                
                
                36,755
                
                
                
                -Consulting
                
                
                5,000
                
                
                
                5,201
                
                
                
                14,085
                
                
                
                16,150Professional
      fees
                
                
                34,586
                
                
                
                59,342
                
                
                
                161,160
                
                
                
                99,558Total
      Operating Expenses
                
                
                224,139
                
                
                
                600,850
                
                
                
                719,613
                
                
                
                734,030Operating
      Loss
                
                
                (95,137
                )
                
                
                (508,020
                )
                
                
                (146,947
                )
                
                
                (521,200
                )Other
      Income (Expense)Interest
      expense
                
                
                (718
                )
                
                
                -
                
                
                
                (1,046
                )
                
                
                -Interest
      income
                
                
                1
                
                
                
                4
                
                
                
                1
                
                
                
                77Total
      Other Income (Expense)
                
                
                (717
                )
                
                
                4
                
                
                
                (1,045
                )
                
                
                77Net
      Loss
                
                $
                (95,854
                )
                
                $
                (508,016
                )
                
                $
                (147,992
                )
                
                $
                (521,123
                )Comprehensive
      Income (Loss)Unrealized
      loss on available-for-sale securities - net
                
                
                (621,445
                )
                
                
                -
                
                
                
                (616,084
                )
                
                
                -Total
      Comprehensive Loss
                
                $
                (717,299
                )
                
                $
                (508,016
                )
                
                $
                (764,076
                )
                
                $
                (521,123
                )Net
      Loss Per Share - Basic and Diluted
                
                $
                (0.03
                )
                
                $
                (0.48
                )
                
                $
                (0.04
                )
                
                $
                (0.17
                )Weighted
      Average Shares
                
                
                3,454,480
                
                
                
                1,059,749
                
                
                
                3,453,162
                
                
                
                3,154,377





See
accompanying notes to unaudited consolidated financial
statements


5


Nortia
Capital Partners, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows


(Unaudited)





Nine
      Months EndedJanuary
      31,2009
                                  
                                  
                                  2008Cash
      Flows From Operating Activities:Net
      loss
                                  
                                  $
                                  (147,992
                                  )
                                  
                                  $
                                  (521,123
                                  )Adjustments to reconcile net loss to net cash used
      in operating activities:Stock
      compensation expense
                                  
                                  
                                  71,719
                                  
                                  
                                  
                                  427,333Contributed
      services expense
                                  
                                  
                                  75,000
                                  
                                  
                                  
                                  50,000Bad
      debt expense
                                  
                                  
                                  13,394
                                  
                                  
                                  
                                  -Depreciation
                                  
                                  
                                  1,470
                                  
                                  
                                  
                                  723Changes in operating assets and
      liabilities:Increase
      in accounts receivable - related party
                                  
                                  
                                  (64,249
                                  )
                                  
                                  
                                  (9,241
                                  )Increase
      in accounts receivable
                                  
                                  
                                  (15,746
                                  )
                                  
                                  
                                  (21,740
                                  )Increase
      in prepaid expense
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (10,000
                                  )Increase
      in deposits
                                  
                                  
                                  (1,250
                                  )
                                  
                                  
                                  -Decrease
      in bank overdraft liability
                                  
                                  
                                  (7,525
                                  )
                                  
                                  
                                  -Increase
      (decrease) in accounts payable
                                  
                                  
                                  96,719
                                  
                                  
                                  
                                  (7,296
                                  )Decrease
      in accounts payable - related party
                                  
                                  
                                  (1,876
                                  )Decrease
      in deferred revenue - related party
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (18,906
                                  )Increase
      (decrease) in deferred revenue
                                  
                                  
                                  (138,409
                                  )
                                  
                                  
                                  7,761Increase
      (decrease) in accrued expenses
                                  
                                  
                                  57,480
                                  
                                  
                                  
                                  (51,950
                                  )Net
      Cash Used In Operating Activities
                                  
                                  
                                  (61,265
                                  )
                                  
                                  
                                  (154,439
                                  )Cash
      Flows From Investing Activities:Net
      cash received in acquisition, net of bank overdraft
assumed
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (85
                                  )Net
      Cash Used In Investing Activities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (85
                                  )Cash
      Flows From Financing Activities:Proceeds
      from exercise of warrants
                                  
                                  
                                  -
                                  
                                  
                                  
                                  246,780Proceeds
      from issuance of promissory note
                                  
                                  
                                  75,000
                                  
                                  
                                  
                                  -Net
      Cash Provided By Financing Activities
                                  
                                  
                                  75,000
                                  
                                  
                                  
                                  246,780Net
      Increase in Cash
                                  
                                  
                                  13,735
                                  
                                  
                                  
                                  92,256Cash
      at Beginning of Period
                                  
                                  
                                  11,086
                                  
                                  
                                  
                                  1,706Cash
      at End of Period
                                  
                                  $
                                  24,821
                                  
                                  
                                  $
                                  93,962Supplemental Disclosure of Cash Flow
      Information:Cash
      paid during the period for:Interest
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Taxes
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Supplemental Disclosure of Non-Cash Investing and
      Financing Transactions:Unrealized
      loss on available-for-sale securities
                                  
                                  $
                                  (616,084
                                  )
                                  
                                  $
                                  -Client
      stock given for deferred revenue
                                  
                                  
                                  217,500
                                  
                                  
                                  
                                  -Deferred
      Compensation
                                  
                                  
                                  -
                                  
                                  
                                  
                                  180,000Net
      assets acquired from acquisition, net of cash acquired
                                  
                                  
                                  -
                                  
                                  
                                  
                                  22,195Goodwill
      for acquisition
                                  
                                  
                                  -
                                  
                                  
                                  
                                  514,402





See
accompanying notes to unaudited consolidated financial
statements


6


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(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 nine months ended January 31, 2009
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 whereby it
provides merchant banking-type services to small, private companies seeking to
become publicly held and traded, as discussed further below.




History
of Company Development




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




During
June 2003, present management was engaged to raise additional capital and
initiate business activities.  During the fiscal quarter ended July
31, 2003, the 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


January
31, 2009


(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 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 do
not hold ourselves out as being engaged primarily in the business of investing,
reinvesting or trading in securities. In addition, the Company intends to
conduct its business in such a manner 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 8 – Commitments and
Contingencies.




New
Business Model




Subsequent
to our withdrawal as a BDC, Nortia changed the nature of its business focus from
investing, owning, holding or trading in investment securities to that of an
operating company intending to provide merchant banking-type services to
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 compensation for these services, Nortia proposes to
receive restricted shares of these companies’ stock.




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


8


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)




With the
new business model, effective May 2, 2006, the Company commenced a new
development stage and 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, of which one 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 the first step in a 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, many of which are seeking to become publicly held and
traded.  With the FIE/HOTS acquisitions, Nortia will be 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 revenue during fiscal
2009 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.





Effective
February 10, 2009, the Board of Directors approved a
one-for-ten reverse stock split of its common shares.  In
accordance with SFAS 128, the Company has retroactively presented the effect of
the reverse stock split for all periods presented in the accompanying unaudited
Consolidated Financial Statements for all share and per share data.




3.  GOING
CONCERN




As
reflected in the accompanying unaudited consolidated financial statements, the
Company had a net loss of $147,992 and net cash used in operating activities of
$61,265 for the nine months ended January 31, 2009.  The Company
recorded a $616,084 unrealized loss on available-for-sale securities and had a
comprehensive loss of $764,076 for the nine months ended January 31,
2009.  The Company has an accumulated deficit and working capital
deficiency of $8,817,128 and $267,293 at January 31, 2009.




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


January
31, 2009


(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, many of which are 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 compensation for these services, the
Company proposes to receive shares of the companies, a substantial portion of
which we expect will then be registered or otherwise
available-for-sale.




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 January
31, 2009.  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.


10





Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)





Derivative
Instruments





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




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




Fair Value of Financial
Instruments





We define
the fair value of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing parties. The
carrying value of current assets and current liabilities approximates fair value
because of the short maturity of those instruments. The estimated fair value of
our other obligations is estimated based on the current rates offered to us for
similar maturities.  Based on prevailing interest rates and the
short-term maturity of all of our indebtedness, management believes that the
fair value of our obligations approximates book value at January 31, 2009. 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 where the Company owns less
than 20% of the investee are accounted for at cost pursuant to APB No. 18, "The
Equity Method of Accounting for Investments in Common Stock" ("APB 18").
Management determines the appropriate classification of its investments at the
time of acquisition and reevaluates such determination at each balance sheet
date. Trading securities that the Company may hold are treated in accordance
with SFAS 115 with any unrealized gains and losses included in
earnings.  Available-for-sale securities are carried at fair value,
with unrealized gains and losses, net of tax, reported as a separate component
of stockholders' equity. Investments classified as held-to-maturity are carried
at amortized cost. In determining realized gains and losses, the cost of the
securities sold is based on the specific identification method.


11


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)




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 nine months ended January 31,
2009.




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 January 31, 2009 and April 30, 2008, property and
equipment consisted of office and computer equipment of $5,615 each
respectively, with accumulated depreciation of $3,315 and $1,845,
respectively.  Depreciation expense for the nine months ended January
31, 2009 and 2008 was $1,470 and $723, 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 interim reviews if impairment indicators are
present.  Based upon the Company’s interim review, no impairment was
recognized during the nine months ended January 31, 2009.





Stock-Based
Compensation




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




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




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




Revenue
Recognition




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


12


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(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 nine months ended January 31, 2009 and 2008 were derived from
services and recognized as the services were completed.





Income
Taxes





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




Net Loss per Share of Common
Stock




Basic
loss per common share (Basic EPS) excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding or
subscribed during the period.  Diluted loss per share (Diluted EPS)
reflects the potential dilution that could occur if stock options or other
contracts to issue common stock, such as warrants or convertible notes, were
exercised or converted into common stock.  Common stock equivalents
were not utilized to compute diluted loss per share as their effect would have
been anti-dilutive in 2009 and 2008. Therefore, diluted EPS equals basic
EPS.




At
January 31, 2009, there were warrants outstanding to purchase 56,229 shares
respectively 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 January 31, 2009:




Securities in gain
                              positions more than
                              12 months:
                            
                            Cost
                            
                            
                            Aggregate
                              Unrealized gains
                            
                            
                            Aggregate Fair
                              ValueEquity
      securities
                            
                            $
                            8,250
                            
                            
                            $
                            498,952
                            
                            
                            $
                            507,202





13


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)





Securities in loss
                            positions more than
                            12 months:
                          
                          Cost
                          
                          
                          Aggregate
                            Unrealized losses
                          
                          
                          Aggregate Fair
                            ValueEquity
      securities
                          
                          $
                          375,950
                          
                          
                          $
                          241,913
                          
                          
                          $
                          134,037




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. The business of AAPC is to produce,
market and sell 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 the investment
separately as a related party transaction in the accompanying unaudited
consolidated financial statements.  The AAPC closing stock price on
January 31, 2009 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 January 31,
2009.  As a result of the valuation, during the nine months ended
January 31, 2009, 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 January 31, 2009.





The
Company holds a non-controlling equity position of 1,250,000 shares of the
common shares of Knight Energy Corp. (“Knight”), which it acquired for a
purchase price of $1,250.  Knight, together with and/or through its
wholly-owned subsidiary, 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 the 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". In March
2006, Nortia agreed to provide Knight, for one year with merchant banking
services that include advice on mergers and acquisitions, capital markets,
public markets strategies and raising capital. In exchange for this agreement,
Knight granted Nortia warrants for the purchase of additional common shares. In
March 2006, Nortia received warrants to purchase 1,250,000 Knight common shares
with an exercise price of $.50, as well as warrants to purchase 1,250,000 Knight
common shares at an exercise price of $1.00.




The
Knight closing stock price on January 31, 2009 was $0.39 per
share.  In accordance with SFAS 115, the Company has valued the
investment at $487,500, which is equal to the stock price of $0.39 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 January 31, 2009.  As a result of
the valuation, during the nine months ended January 31, 2009, the Company
recorded a $387,500 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 $486,250 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 $487,500 fair value at January 31,
2009.


14




Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)




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 January 31, 2009, 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 January 31,
2009.  The Company evaluated the common stock held and determined that
the market value was $78,739.  This amount is recorded as available
for sale equity securities in the accompanying unaudited consolidated financial
statements as of January 31, 2009.  As a result of the valuation,
during the nine months ended January 31, 2009, the Company recorded an $11,416
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 an $204,211 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 $78,739 fair value at January 31, 2009.




6.  DEBT





In
January 2009, the Company obtained $75,000 of cash proceeds from the issuance of
a redeemable unsecured promissory note to an unrelated third
party.  The terms of the promissory note are 10% interest, six (6)
month term with principal and accrued interest due and payable in July 2009,
payment at the Company’s sole option, in cash or shares of the Company’s common
stock, at the then effective conversion price.  The conversion price
is (excluding shares for accrued interest) equal to one share for each $1.00 of
the then outstanding debt and accrued interest under the promissory note or
75,000 shares of common stock.  Accrued interest due under the
promissory note is $226 at January 31, 2009 and is included in accrued expenses
in the accompanying unaudited consolidated financial statements.





We have
evaluated the promissory note to determine if a beneficial conversion feature
exists in accordance with EITF 98-5, as amended by EITF 00-27.  We
have determined that the promissory note is not a convertible instrument in that
the potential conversion feature outlined in the debentures was not binding and
solely at the option of the Company.




7.  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 January 31,
2009.




Effective
February 10, 2009, the Board of Directors approved a
one-for-ten reverse stock split of its common shares.  In
accordance with SFAS 128, the Company has retroactively presented the effect of
the reverse stock split for all periods presented in the accompanying unaudited
Consolidated Financial Statements for all share and per share data.




As a
result of the reverse stock split discussed above, we are authorized to issue up
to 5,000,000 shares of our common stock, $0.001 par value per share, of which
3,462,002 were issued and outstanding at January 31, 2009.




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 nine months ended January 31, 2009, the Company issued 167,267 shares of
common stock that were previously classified as issuable.


15


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)




Effective
January 8, 2008, the Company issued 50,000 shares of its common stock at $5.37
per share (post reverse split) or $268,334 for an employment agreement related
to the acquisition discussed previously for an employee of the acquired
company.  The $5.37 per share price utilized was the same as the price
for the acquisition.  Of the 50,000 shares, 20,000 vested immediately
and the remaining 30,000 shares cliff vest at the rate of 10,000 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 20,000 shares that vested immediately.  10,000 of the
shares vested on December 31, 2008 and were issued.  The remaining
20,000 shares held in escrow are not recorded and are being amortized beginning
February 1, 2008 to stock compensation expense over the vesting
period.  For the nine months ended January 31, 2009, $71,719 of stock
compensation expense was recorded for amortization of the shares over the
vesting period. The unamortized portion of unvested stock at January 31, 2009 is
$58,821.




Warrants





The
following table summarizes activity related to warrants during the nine months
ended January 31, 2009:


Number of Warrants
                  
                  
                  Weighted Average
                    Exercise PriceBalance
      at April 30, 2008
                  
                  
                  56,229
                  
                  
                  $
                  2.50Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Forfeited
                  
                  
                  -
                  
                  
                  
                  -Balance
      at January 31, 2009
                  
                  
                  56,229
                  
                  
                  $
                  2.50




At
January 31, 2009, the terms of exercisable warrants to purchase our common stock
are summarized below:




Range of Exercise
                      Prices
                    
                    Number
                      Outstanding at
                      January 31,
                      2009
                    
                    Weighted
                      Average
                      Remaining
                      Contractual
                      Life
                    
                    Weighted
                      Average
                      Exercise
                      Price
                    
                    
                    Number
                      Exercisable at
                      January 31,
                      2009
                    
                    
                    Weighted
                      Average
                      Exercise
                      Price$
                    2.50
                    
                    
                    56,229
                    
                    0.11 years
                    
                    $
                    2.50
                    
                    
                    
                    56,229
                    
                    
                    $
                    2.50




As of
January 31, 2009, the Company has 56,229 warrants outstanding that have an
exercise price of $0.50 per share, and a two-year exercise period. The
warrants expire on March 12, 2009 (See Note 11 - Subsequent
Events).




8.     COMMITMENTS
AND CONTINGENCIES




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





On April
21, 2005, Mirador Consulting, Inc. (“Mirador”) filed a Complaint against Nortia
Capital Partners, 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.


16




Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)




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.




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 $487,500 in the accompanying unaudited consolidated financial
statements as of January 31, 2009.  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 a 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
January 31, 2009.


17





Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)





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 share of pro-rata 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 January 31, 2009 (See Note 11 – Subsequent Events).





Rental
expense charged to operations under operating leases for the nine months ended
January 31, 2009 and 2008 was $36,755 and zero, respectively.




9.     RELATED
PARTY TRANSACTIONS





Our
corporate office is in Atlanta, Georgia and we currently do not have a lease and
we are not paying rent 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.




In March
2006, the Company acquired 1,250,000 shares of Knight Energy Corp. (“Knight”)
for a purchase price of $1,250.  Knight, together with or through its
wholly-owned sudsidiary, operates and develops energy related businesses and
assets. In March 2006 Nortia agreed to provide Knight, for one year, with
merchant banking services that include advice on mergers and acquisitions,
capital markets, public markets strategies and raising capital. In exchange for
this agreement, Knight has granted Nortia warrants for the purchase of
additional common shares. In March 2006, Nortia received warrants to purchase
1,250,000 Knight common shares with an exercise price of $.50, as well as
warrants to purchase 1,250,000 Knight common shares at 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 nine months ended January 31, 2009, the Company
recorded $180,000 of consulting revenue from Knight.  Additionally, as
of January 31, 2009, the Company had $135,247 of accounts receivable from
Knight.  This amount is classified as accounts receivable – related
party in the accompanying unaudited consolidated financial statements (See Note
11 – Subsequent Events).




As
of January 31, 2009, the Company owed an employee of FIE $14,600 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.




10.     CONCENTRATIONS




Our
financial instruments that are potentially exposed to credit risk consist
primarily of cash. At certain times during the year our demand deposits held in
banks may exceed the federally insured limits.




Approximately
33% of revenues during 2009 were derived from Knight, a related
party.  Additionally, accounts receivable – related party is $135,247
at January 31, 2009 and is derived 100% from Knight.  This represents
approximately 83% of total receivables (see Note 9 – Related Party
Transactions).


18


Nortia
Capital Partners, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


January
31, 2009


(Unaudited)




11.     SUBSEQUENT
EVENTS




Effective
March 12, 2009, the remaining 56,229 outstanding warrants to purchase our common
stock expired.




In March
2009, the $9,845 security deposit for the Company’s New York lease was forfeited
due to a default of the lease agreement for non-payment of outstanding rental
charges.  The lease expires April 29, 2009 and after the forfeiture of
the security deposit, the Company owes approximately $10,000 through the end of
the lease (excluding late fees).  The Company is negotiating with the
lessor as to the outstanding obligation but no resolution has been reached as of
March 23, 2009 (see Note 8 – Commitments and Contingencies).




Effective
March 1, 2009, the Company extended the consulting agreement with Knight for one
year through March 1, 2010 (see Note 9 – Related Party
Transactions).


19


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 merchant banking company that provides access to
capital and advisory services for management buyouts, recapitalizations and the
expansion needs of emerging growth companies.  The Company’s website
is www.nortiacapital.com.




We are a
reporting company 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”.




RECENT
DEVELOPMENTS




Effective
March 12, 2009, the remaining 56,229 outstanding warrants to purchase our common
stock expired.


20




In March
2009, the $9,845 security deposit for the Company’s New York lease was forfeited
due to a default of the lease agreement for non-payment of outstanding rental
charges.  The lease expires April 29, 2009 and after the forfeiture of
the security deposit, the Company owes approximately $10,000 through the end of
the lease (excluding late fees).  The Company is negotiating with the
lessor as to the outstanding obligation but no resolution has been reached as of
March 23, 2009.




Effective
March 1, 2009, the Company extended the consulting agreement with Knight Energy
Corp. (“Knight”) for one year
through March 1, 2010.




RESULTS
OF OPERATIONS




Three Months Ended
                
                
                Nine Months EndedJanuary 31,
                
                
                January 31,2009
                
                
                2008
                
                
                2009
                
                
                2008RevenuesThird
      Party
                
                $
                104,068
                
                
                $
                32,830
                
                
                $
                548,328
                
                
                $
                32,830Related
      Party
                
                
                60,000
                
                
                
                60,000
                
                
                
                180,000
                
                
                
                180,000Total
      Revenues
                
                
                164,068
                
                
                
                92,830
                
                
                
                728,328
                
                
                
                212,830Cost
      of GoodsThird
      Party
                
                
                35,066
                
                
                
                -
                
                
                
                155,662
                
                
                
                -Total
      Cost of Goods
                
                
                35,066
                
                
                
                -
                
                
                
                155,662
                
                
                
                -Gross
      Profit
                
                
                129,002
                
                
                
                92,830
                
                
                
                572,666
                
                
                
                212,830Operating
      ExpensesContributed
      executive services
                
                
                25,000
                
                
                
                -
                
                
                
                75,000
                
                
                
                50,000Compensation
                
                
                95,734
                
                
                
                484,495
                
                
                
                281,230
                
                
                
                484,495General
      and administrative
                
                
                49,964
                
                
                
                51,571
                
                
                
                136,519
                
                
                
                83,104Depreciation
                
                
                468
                
                
                
                241
                
                
                
                1,470
                
                
                
                723Bad
      debt
                
                
                (209
                )
                
                
                -
                
                
                
                13,394
                
                
                
                -Rent
                
                
                13,596
                
                
                
                -
                
                
                
                36,755
                
                
                
                -Consulting
                
                
                5,000
                
                
                
                5,201
                
                
                
                14,085
                
                
                
                16,150Professional
      fees
                
                
                34,586
                
                
                
                59,342
                
                
                
                161,160
                
                
                
                99,558Total
      Operating Expenses
                
                
                224,139
                
                
                
                600,850
                
                
                
                719,613
                
                
                
                734,030Operating
      Loss
                
                
                (95,137
                )
                
                
                (508,020
                )
                
                
                (146,947
                )
                
                
                (521,200
                )Other
      Income (Expense)Interest
      expense
                
                
                (718
                )
                
                
                -
                
                
                
                (1,046
                )
                
                
                -Interest
      income
                
                
                1
                
                
                
                4
                
                
                
                1
                
                
                
                77Total
      Other Income (Expense)
                
                
                (717
                )
                
                
                4
                
                
                
                (1,045
                )
                
                
                77Net
      Loss
                
                $
                (95,854
                )
                
                $
                (508,016
                )
                
                $
                (147,992
                )
                
                $
                (521,123
                )Comprehensive
      Income (Loss)Unrealized
      loss on available for sale securities - net
                
                
                (621,445
                )
                
                
                -
                
                
                
                (616,084
                )
                
                
                -Total
      Comprehensive Loss
                
                $
                (717,299
                )
                
                $
                (508,016
                )
                
                $
                (764,076
                )
                
                $
                (521,123
                )


21


Three Months EndedJanuary 31,
2009compared
to 2008




Revenues:




Revenues
increased $71,238, or 217%, to $164,068 for 2009, from $92,830 for
2008.  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 to $35,066, or 100%, to $35,066 for 2009, from zero for
2008.  The increase was all from third-party clients of FIE related to
costs associated with hosting and sponsoring events for customers.




Operating
Expenses:




Operating
expenses decreased $376,711 or 63%, to $224,139 for 2009 from $600,850 for
2008.  The decrease was primarily composed of a $388,761 decrease in
compensation expense.  The decrease in compensation expense was
primarily related to in 2008, the Company issued 100,000 shares of stock to the
CFO for services provided and utilized a fair value of $3.20 per share or
$320,000 and issued 50,000 shares of stock to an employee under an employment
agreement whereby 20,000 of the shares vested immediately at a fair value of
$5.37 per share or $107,333.




Other
Income (Expense):




Other
income (expense) increased $721 of expense or 18,025%, to $717 of expense for
2009 from $4 of income for 2008.  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 $621,445 of expense for 2009 from zero for
2008.  The change was due to an unrealized loss on available-for-sale
equity securities recorded during 2009 with no comparable amount for
2008.




NineMonths EndedJanuary31, 2009compared to 2008




Revenues:




Revenues
increased $515,498, or 1,570%, to $728,328 for 2009, from $212,830 for
2008.  The increase was all from third-party clients of
FIE.




Cost of
Goods:




Cost of
Goods increased $155,662, or 100%, to $155,662 for 2009, from zero for
2008.  The increase was all from third-party clients of FIE related to
costs associated with hosting and sponsoring events for
customers.


22




Operating
Expenses:




Operating
expenses decreased $14,417 or 2%, to $719,613 for 2009 from $734,030 for
2008.  The decrease was primarily composed of $203,265 decrease in
compensation expense, offset by a $61,602 increase in professional fees, $53,415
increase in general and administrative expense, $36,755 increase in rent expense
and a $25,000 increase in contributed executive services expense.  The
decrease in compensation expense was primarily related to the issuance of common
stock as discussed above under the three months comparison.  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 Herd on the Street, LLC (“HOTS”). The increase in
rent expense was for the Company’s new sublease for its office in New York, New
York.  The increase in contributed executive services expense
represents the fair market value of contributed executive services provided by
the CEO and CFO to us at no cost for one additional quarter in 2009 as compared
to 2008.




Other
Income (Expense):




Other
income (expense) increased $1,122 of expense or 1,457%, to $1,045 of expense for
2009 from $77 of income for 2008.  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 $616,084 of expense for 2009 from zero for
2008.  The change was primarily due to an unrealized loss on available
for sale equity securities recorded during 2009 with no comparable amount for
2008.




Liquidity
and Capital Resources




Cash and
cash equivalents were $24,821 at January 31, 2009 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 merchant banking business plan
requirements.  The consolidated financial statements do not include
any adjustments to reflect the possible effects on recoverability and
classification of assets or the amounts and classification of liabilities, which
may result from the lack of our ability to continue as a going
concern.




Operating
Activities:  Net cash used in operating activities was $61,265 for
2009, as compared to net cash used of $154,439 for 2008.  The change
was primarily due to a decrease in the net loss for 2009 from 2008, partially
offset by an increase in accounts payable and accrued expense.




Investing
Activities:  There were no investing activities in
2009.  For 2008, there was $85 of net cash used in investing
activities related to the FIE and HOTS acquisitions.




Financing
Activities:  Net cash provided by financing activities was $75,000 for
2009, as compared to net cash provided by financing activities of $246,780 for
2008.  For 2009, the Company issued a promissory note and received
$75,000 of net cash proceeds. In 2008, the Company received $246,780 of net cash
proceeds from the exercise of warrants.




Debt




In
January 2009, the Company obtained $75,000 of cash proceeds from the issuance of
a redeemable unsecured promissory note to an unrelated third
party.  The terms of the promissory note was 10% interest, six
(6) month term with principal and accrued interest due and payable in July 2009,
payment at the Company’s sole option, in cash or shares of the Company’s common
stock, at the then effective conversion price.  The conversion price
is equal to one share for each $1.00 of the then outstanding debt and accrued
interest under the promissory note or 75,000 shares of common stock (excluding
shares related to accrued interest). Accrual interest due under the promissory
note is $226 at January 31, 2009 and is included in accrued expenses in the
accompanying unaudited consolidated financial statements.


23




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, the issuance of
indebtedness and the sale of client company common stock that we
own.  As a result, we believe that we will have sufficient operating
cash to meet our required expenditures for the next twelve months.




Off-Balance
Sheet Arrangements




We have
no off-balance sheet arrangements.




Item
4.  Controls and
Procedures


(a)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(the “Exchange
Act”), 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 were not effective to ensure
that information required to be disclosed by us in
the reports that we file under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.  Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in our Exchange Act reports 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.
  Management's
Quarterly Report on Internal Control Over Financial Reporting.The Company's
management is responsible for establishing and maintaining an adequate system of
internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f)).  Our internal control over
financial reporting is a process, under the supervision of our chief executive
officer and chief financial officer, designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles in the United States.  These internal controls
over financial reporting processes include policies and procedures
that:
  (1)         Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
  (2)         Provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company;
and
  (3)         Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial
statements.
  24
  Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.
  In evaluating the effectiveness of our internal
control over financial reporting, our management
used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on its
evaluation, our management concluded that there is a material weakness in our
internal control over financial reporting and that our internal control over
financial reporting is not
effective.  A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a
timely basis.
  The
material weakness(s) identified are:
  1.
              The Company does not have a full-time accounting
      controller and utilizes a part-time consultant to perform these critical
      responsibilities.  This lack of full-time accounting staff
      results in a lack of segregation of duties and accounting technical
      expertise necessary for an effective system of internal
      control.
  Additionally,
management determined during its internal control assessment that the following
weakness(s), while not considered material, are items that should be considered
by the Board of Directors for resolution in the near future:
  1.
              The
      Company should take steps to enhance the security for bank wire
      transfers.  Currently, the CFO and CEO provide instruction to
      the part-time consultant to initiate a wire transfer.  As a
      security enhancement, the Bank should be required to obtain approval from
      the CEO or CFO to make the wire
transfer.
  2.
              The
      Company should take steps to implement a written policies and procedures
      manual.
  3.
              The
      Company utilizes an IT remote access server to store all of the Company’s
      financial data.  Although the data has proper firewall and other
      security measures implemented, the information is critical for the Company
      and an internal server at the Company headquarters should be
      considered.
  4.
              In
      order to mitigate all of the above weaknesses(s), to the fullest extent
      possible, all financial reports are reviewed by the Chief Executive
      Officer as well as the Board of Directors for
      reasonableness.  All unexpected results are
      investigated.  At any time, if it appears that any control can
      be implemented to continue to mitigate such weaknesses, it is immediately
      implemented.  As soon as our finances allow, we will hire
      sufficient accounting staff and implement appropriate procedures as
      described above.
  This
quarterly report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.
  (b)            Changes
in Internal Control over Financial Reporting.  There were no changes
in our internal control over financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Actthat
occurred during the Company’slast fiscal
quarter that have materially affected, or are
reasonably likely to materially affect, our
internal control over financial reporting.


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 3


25





Exhibit
      No.
                                
                                Exhibit
      Description10.1
                                
                                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.


26


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
                                      
                                      March
      23, 2009William
      J. Bosso
                                      
                                      Officer
      and Director/s/ Bruce A. Hall
                                      
                                      Chief
      Financial Officer, Principal Financial
                                      
                                      March
      23, 2009Bruce
      A. Hall
                                      
                                      Officer
      and Director


27