Nortia Capital Partners (NCPN) 10-Q 2009 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 - Q

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

THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended 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 company x
(Do not check if a smaller reporting company)

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

Yes ¨ No x

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

	Page
Part I-Financial Information
Item 1. Financial Statements	3
Consolidated Balance Sheets at January 31, 2009 (Unaudited) and April 30, 2008	4
Consolidated Statements of Operations for the Three and Nine Months Ended January 31, 2009 and 2008 (Unaudited)	5
Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2009 and 2008 (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Part II-Other Information
Item 4. Controls and Procedures	24
Item 6. Exhibits	25
Signatures	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			2008
ASSETS
Current Assets
Cash	$	24,821		$	11,086
Restricted cash		9,845			9,845
Accounts receivable, net of allowance for doubtful accounts of $28,890 and $15,545 respectively		27,867			25,515
Accounts receivable - related party		135,247			70,998
Total Current Assets		197,780			117,444
Property and Equipment, net		2,300			3,770
Investments
Available-for-sale marketable equity securities		78,739			67,323
Available-for-sale marketable equity securities of Related Party		562,500			972,500
Total Investments		641,239			1,039,823
Other Assets
Deposits		1,250			-
Goodwill		522,870			522,870
Total Other Assets		524,120			522,870
Total Assets	$	1,365,439		$	1,683,907
LIABILITIES
Current Liabilities
Bank overdraft liability	$	-		$	7,525
Accounts payable		194,309			97,590
Accounts payable - related party		14,600			16,476
Deferred revenue		79,091			-
Accrued expenses		102,073			44,593
Promissory note		75,000			-
Total Current Liabilities	$	465,073		$	166,184
Commitments and Contingencies (See Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, Series A, $0.001 par value, 5,000,000 shares authorized zero shares issued and outstanding	$	-		$	-
Common stock, $0.001 par value, 5,000,000 shares authorized 3,462,002 and 3,311,705 shares issued and outstanding		3,462			3,312
Common stock issuable, 0 and 140,267 shares		-			140
Additional paid in capital		9,456,993			9,310,284
Accumulated deficit		(8,817,128	)		(8,669,136	)
Accumulated other comprehensive income		257,039			873,123
Total Stockholders' Equity		900,366			1,517,723
Total 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 Ended
	January 31,						January 31,
	2009			2008			2009			2008
Revenues
Third Party	$	104,068		$	32,830		$	548,328		$	32,830
Related Party		60,000			60,000			180,000			180,000
Total Revenues		164,068			92,830			728,328			212,830
Cost of Goods
Third Party		35,066			-			155,662			-
Total Cost of Goods		35,066			-			155,662			-
Gross Profit		129,002			92,830			572,666			212,830
Operating Expenses
Contributed executive services		25,000			-			75,000			50,000
Compensation		95,734			484,495			281,230			484,495
General and administrative		49,964			51,571			136,519			83,104
Depreciation		468			241			1,470			723
Bad debt		(209	)		-			13,394			-
Rent		13,596			-			36,755			-
Consulting		5,000			5,201			14,085			16,150
Professional fees		34,586			59,342			161,160			99,558
Total Operating Expenses		224,139			600,850			719,613			734,030
Operating Loss		(95,137	)		(508,020	)		(146,947	)		(521,200	)
Other Income (Expense)
Interest expense		(718	)		-			(1,046	)		-
Interest income		1			4			1			77
Total Other Income (Expense)		(717	)		4			(1,045	)		77
Net 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 Ended
	January 31,
	2009			2008
Cash 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			427,333
Contributed services expense		75,000			50,000
Bad debt expense		13,394			-
Depreciation		1,470			723
Changes 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	)		7,761
Increase (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		-			246,780
Proceeds from issuance of promissory note		75,000			-
Net Cash Provided By Financing Activities		75,000			246,780
Net Increase in Cash		13,735			92,256
Cash at Beginning of Period		11,086			1,706
Cash at End of Period	$	24,821		$	93,962
Supplemental 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		-			180,000
Net assets acquired from acquisition, net of cash acquired		-			22,195
Goodwill 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 Value
Equity 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 Value
Equity 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 Price
Balance at April 30, 2008		56,229	$	2.50
Granted		-		-
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).

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

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Three Months Ended January 31, 2009 compared 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.

Nine Months Ended January 31, 2009 compared 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.

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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 Act that occurred during the Company’s last 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 Description
3.1	Articles of Incorporation of Nortia Capital Partners, Inc.1
3.2	Bylaws of Nortia Capital Partners, Inc.1
4.1	Specimen Stock Certificate 3

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Exhibit No.	Exhibit Description
10.1	Consulting Agreement by and between Nortia Capital Partners, Inc. and Knight Energy Corp. dated March 1, 2007.2
10.2	Voting Trust Agreement by and between Nortia Capital Partners and Knight Energy Corp. dated January 1, 2007.2
10.3	Consulting Agreement by and between Nortia Capital Partners, Inc. and Knight Energy Corp. dated March 1, 2008. 3
21.1	Subsidiaries of Nortia Capital Partners, Inc. 3
31.1	Certification of the Chief Executive Officer of Nortia Capital Partners, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Chief Financial Officer of Nortia Capital Partners, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	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.

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

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