U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2005.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File number 0-26843
Nortia Capital Partners, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
65-0913582
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(IRS Employer Identification No.)
400 Hampton View Court, Alpharetta, Georgia 30004
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(Address of principal executive offices)
(770) 777-6795
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(Issuer's telephone number)
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(Former name, former address, and former fiscal year, if changed
since last report)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: As of February 28, 2005, there were approximately
21,410,000 shares of common stock, $0.001 par value, issued and
outstanding. Additionally, there were approximately 480,000
shares issuable.
Transitional Small Business Disclosure Format (check one);
Yes [ ] No [X]
Nortia Capital Partners, Inc.
Form 10-QSB Index
January 31, 2005
Page
Part I: Financial Information
Item 1. Financial Statements............................... 3
Balance Sheet at January 31, 2005 (Unaudited)...... 3
Statement of Operations for the Three and Nine
Months Ended January 31, 2005 and 2004
(Unaudited)........................................ 4
Statement of Cash Flows for the Nine Months
Ended January 31, 2005 and 2004 (Unaudited)........ 5
Notes to Financial Statements (Unaudited).......... 6
Item 2. Management's Discussion and Analysis or
Plan of Operation.................................. 20
Item 3. Controls and Procedures............................ 32
Part II: Other Information
Item 1. Legal Proceedings.................................. 33
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds.................................... 33
Item 3. Defaults upon Senior Securities.................... 34
Item 4. Submission of Matters to a Vote of
Security Holders................................... 34
Item 5. Other Information.................................. 34
Item 6. Exhibits........................................... 35
Signatures..................................................... 36
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Balance Sheet
At January 31, 2005
(Unaudited)
ASSETS
------
Current Assets
Cash $ 91,481
Other receivable 1,625
Employee receivable 26,932
-----------
Total Current Assets 120,038
===========
LIABILITIES
-----------
Current Liabilities
Accounts payable 68,331
Accrued expenses 104,701
Promissory notes 161,000
Debentures 504,000
-----------
Total Current Liabilities 838,032
===========
STOCKHOLDERS' DEFICIENCY
------------------------
Preferred stock, Series A, $0.001 par value,
5,000,000 shares authorized 600,000 issued and outstanding $ 600
Common stock, $0.001 par value, 50,000,000 shares authorized
21,410,000 shares issued and outstanding 21,410
Common stock issuable, 480,000 shares 480
Additional paid in capital 792,286
Accumulated deficit (12,398)
Deficit accumulated during development stage (1,225,789)
-----------
(423,411)
Less: Deferred consulting (294,583)
-----------
Total Stockholders' Deficiency (717,994)
===========
Total Liabilities and Stockholders' Equity $ 120,038
===========
See accompanying notes to financial statements.
3
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Statement of Operations
(Unaudited)
Period from
May 1, 2003
(Inception of
Three Months Ended Nine Months Ended Development
January 31, January 31, Stage to
2005 2004 2005 2004 January 31, 2005
---------------------------- -------------------------------- ----------------
Revenues $ - $ 60,000 $ 153,699 $ 86,301 $ 300,000
Operating Expenses
General and administrative 75,296 23,817 130,220 62,810 205,352
Rent 11,400 - 26,956 - 26,956
Consulting 73,917 - 89,832 - 89,832
Compensation 229,150 - 275,850 - 462,649
Debenture penalty 9,225 - 11,400 - 11,400
Directors fees 224,100 - 225,150 - 237,150
Professional 41,535 10,000 125,176 20,000 145,177
------------ ----------- ------------ --------------- ----------------
Total Operating Expenses 664,623 33,817 884,583 89,810 1,178,516
------------ ----------- ------------ --------------- ----------------
Income (Loss) from Operations (664,623) 26,183 (730,884) (3,491) (878,516)
Other Income (Expense)
Interest expense (12,615) (4,271) (27,669) (5,336) (39,116)
Loss on sale of available for
sale securities - - (64,738) - (64,738)
Unrealized gain - available for
sale securities - - - 725,000 -
Impairment of investments (45,331) - (48,581) - (48,581)
Other than temporary loss on
available for sale securities - - (195,000) - (195,000)
Other income 40 - 4,540 - 4,540
Interest income (33) - 8 - 19
------------ ----------- ------------ --------------- ----------------
Total Other Income (Expense) (57,939) (4,271) (331,440) 719,664 (342,876)
------------ ----------- ------------ --------------- ----------------
Net Income (Loss) Before
Income Taxes $ (722,562) $ 21,912 $ (1,062,324) $ 723,155 $ (1,221,392)
============ =========== ============ =============== ================
Income tax expense - - - - (4,397)
------------ ----------- ------------ --------------- ----------------
Net Income (Loss) $ (722,562) $ 21,912 $ (1,062,324) $ 723,155 $ (1,225,789)
============ =========== ============ =============== ================
Net (Income) Loss Per Share-Basic
and Diluted $ (0.03) $ 0.01 $ (0.07) $ 0.16 $ (0.14)
============ =========== ============ =============== ================
Weighted Average Shares 20,575,761 4,550,000 14,483,650 4,550,000 9,018,106
============ =========== ============ =============== ================
See accompanying notes to financial statements
4
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
Period from
May 1, 2003
Nine Months Ended (Inception of
January 31, Development Stage)
2005 2004 to January 31,
---------------------------- ------------------
Cash Flows From Operating Activities:
Net loss $ (1,062,324) $ 723,155 $ (1,225,789)
Adjustments to reconcile net loss to net
cash used in operations:
Debenture issued for legal services - 5,000 5,000
Impairment of investments 48,581 - 48,581
Debenture issued for consulting services 7,000 - 7,000
Loss on sale of available for sale securities 64,738 - 64,738
Unrealized gain - available for sale
securities - (725,000) -
Other than temporary loss on available
for sale securities 195,000 - 195,000
Transfer of available for sale
ecurities for consulting services 2,100 - 2,100
Common stock issued for compensation 196,000 - 356,000
Common stock issued for directors fees 225,150 - 237,150
Common stock issued for consulting
services 19,065 - 19,065
Common stock issued for legal services 10,000 - 10,000
Amortization of deferred consulting 58,917 - 58,917
Common stock based revenue (153,699) (86,301) (300,000)
Changes in operating assets and liabilities:
Decrease in prepaid expenses - 540 540
Increase in other receivable (6,500) - (6,500)
Increase in employee receivable (26,932) - (26,932)
Increase in accounts payable 1 6,000 5,001
Increase (decrease) in due to
related party (1,113) 1,113 -
Increase in accrued expenses 84,329 1,042 99,153
------------ ----------- ------------------
Net Cash Used In Operating Activities (339,688) (74,451) (450,976)
------------ ----------- ------------------
Cash Flows From Investing Activities:
Purchase of available for sale securities - - (49,948)
Proceeds from sale of available for
sale securities 14,405 - 14,405
------------ ----------- ------------------
Net Cash Provided By (used in) Investing
Activities 14,405 - (35,543)
------------ ----------- ------------------
Cash Flows From Financing Activities:
Proceeds from issuance of promissory notes 161,000 - 161,000
Proceeds from issuance of debentures 247,000 147,000 417,000
------------ ----------- ------------------
Net Cash Provided By (used in) Financing
Activities 408,000 147,000 578,000
------------ ----------- ------------------
Net Increase in Cash 82,717 72,549 91,481
------------ ----------- ------------------
Cash at Beginning of Period 8,764 - -
------------ ----------- ------------------
Cash at End of Period $ 91,481 $ 72,549 $ 91,481
============ =========== ==================
Cash interest paid $ - $ - $ -
============ =========== ==================
Supplemental Disclosure of Non-Cash
Transactions:
Debenture issued for available-for-sale
securities $ - $ 75,000 $ 75,000
Exchange of accounts receivable for
available-for-sale securities - 60,000 60,000
Unrealized losses on available-for-sale
securities - 725,000 -
Recapitalization of accounts payable 63,330 - 63,330
See accompanying notes to financial statements
5
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Schedule of Investments
(Unaudited)
Percentage
Title of Class Held on
Portfolio Securities Held a Fully Diluted At January 31, 2005
Company Industry By The Company Basis (2) Cost Fair Value
--------- -------- --------------- --------------- --------- ----------
Control Investments - Minority Owned (1)
- ----------------------------------------
Avix Technologies, Inc. Telecom Common Stock <5% $ 43,706 $ -
BF Acquisition Group III, Inc. Shell Common Stock <5% $ 1,625 $ -
BF Acquisition Group IV, Inc. Shell Common Stock <5% $ 1,625 $ -
BF Acquisition Group IV, Inc. Shell Common Stock <5% $ 1,625 $ -
- - -
Total Control Investments --------- ----------
- Minority Owned $ 48,581 $ -
--------- ----------
Total Investments 48,581 -
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Unearned Income - -
--------- ----------
Total Investments, net of
Unearned Income $ 48,581 $ -
========= ==========
(1) Minority owned investments are generally defined under the Investment
Company Act of 1940 as companies in which we own less than 50% of the
voting securities of the company. If we own from 51% to 100% of a
Company, it is presented as majority owned.
(2) All common stock is in inactive companies, non-income producing and
restricted at the relevant period end.
See accompanying notes to financial statements
6
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
Note 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 of America and the rules
and regulations of the United States of America Securities and
Exchange Commission for interim consolidated financial information.
Accordingly, they do not include all the information and footnotes
necessary for a comprehensive presentation of consolidated financial
position and results of operations.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments and certain non-
recurring adjustments) have been made which are necessary for a fair
financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected
for the year.
For further information, refer to the audited financial statements
and footnotes of the Company for the year ending April 30, 2004
included in the Company's Form 10-KSB.
The accompanying financial statements are prepared in accordance
with the guidance in the AICPA's Audit and Accounting Guide,
"Audits of Investment Companies" since the Company elected to be
regulated as a Business Development Company effective January 4,
2005 (see Note 2).
In accordance with Article 6 of Regulation S-X under the
Securities Act of 1933 and Securities Exchange Act of 1934, the
Company does not consolidate portfolio company investments,
including those in which it has a controlling interest.
In accordance with APB 20, as a result of becoming a business
development company in January 2005, certain amounts in prior
periods have been restated and reclassified to conform to the
change in accounting principle resulting from a change in
reporting entity. The changes are as follows:
1. Reclassify $725,000 to operating expense for comprehensive
loss for the nine months ended January 31, 2004.
2. Reclassify $43,706 unrealized loss on investments to
operating expense for the three and nine months ended
January 31, 2005.
Note 2 Nature of Operations and Summary of Significant Accounting
Policies
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Nature of Operations
Nortia Capital Partners, Inc. (f/k/a BF Acquisition Group I, Inc.)
("Nortia", "the Company", "we", "us") is a publicly held merchant
banking company that during the period covered by this report is in
the development stage since it has not generated significant revenue
and not implemented its business plan.
7
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
We were organized as BF Acquisition Group I, Inc. under the laws of
the State of Florida on April 15, 1999, as a "shell" company with
plans to seek business partners or acquisition candidates. Due to
capital constraints, however, we were unable to continue with our
business plan. In March 2001, we ultimately ceased our business
activities and became dormant through May 2003, whereby we incurred
only minimal administrative expenses.
During June 2003, we engaged present management, began to raise
additional capital, and initiated activities to re-establish our
business. During our fiscal quarterly period ending July 31, 2003,
we re-entered the development stage. During the development stage,
we have raised additional capital and commenced preparations to
implement our business plan.
Prior to October 8, 2004, we had not filed in a timely manner our
required reports with the Securities and Exchange Commission ("SEC")
for the quarterly periods ended July 31, 2003, October 31, 2003,
January 31, 2004, July 31, 2004 and the annual report on form 10-KSB
for the period ended April 30, 2004. On October 8, 2004, all of
these reports were filed. No provision has been recorded in the
accompanying financial statements for the cost of actions, if any,
that may be taken by the SEC against the Company for its non-
compliance during this period (See Note 8 - Commitments and
Contingencies).
Effective August 2, 2004, the Company changed its name to Nortia
Capital Partners, Inc (See Note 10 - Subsequent Events).
On October 15, 2004, the Company entered into a definitive share
exchange agreement with Global Life Sciences, Inc. ("Global"), a
publicly traded Nevada corporation. Global then changed its name to
Nortia Capital Partners, Inc. On December 2, 2004, the exchange
agreement was consummated and pursuant to the terms of the Exchange
Agreement, the Company became a wholly owned subsidiary of Global in
a transaction accounted for as a recapitalization of the Company
(See Note 6 - Recapitalization). On December 3, 2004, Nortia
Florida was merged into Nortia Nevada with Nortia Nevada as the
surviving company. As a result of the recapitalization, the Company
is no longer a Florida corporation and is now organized under the
laws of the State of Nevada.
On January 4, 2005, the Company filed form N-54A with the Securities
and Exchange Commission to become a Business Development Company
("BDC") pursuant to Section 54 of the Investment Company Act of
1940. As a result of its new status, the Company will now operate
as an investment holding company and plans to announce a number of
acquisitions in the coming months, each of which will be designed to
build an investment portfolio and enhance the Company's shareholder
value. It is the Company's intention to provide capital and
advisory services for management buyouts, recapitalizations, and the
growth and capital needs of emerging growth companies.
As a BDC, the Company will be structured in a manner more consistent
with its current business strategy. As a result, the Company is
positioned to raise capital in a more efficient manner and to
develop and expand its business interests. The Company does not
intend to limit its potential acquisitions to just one line of
business or industry, as the acquisitions, in total, will enhance
value to stockholders through capital appreciation and payments of
8
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
dividends to the Company by its investee companies.
BDC regulation was created in 1980 by Congress to encourage the flow
of public equity capital to small businesses in the United States.
BDC's, like all mutual funds and closed-end funds, are regulated by
the Investment Company Act of 1940. BDC's report to stockholders
like traditional operating companies and file regular quarterly and
annual reports with the Securities and Exchange Commission. BDC's
are required to make available significant managerial assistance to
their portfolio companies.
On February 17, 2005, the Company announced that its Board of
Directors had approved a two-for-one stock split of its common
shares. The record date for the split is February 28, 2005 and the
pay date is March 3, 2005. In accordance with SFAS 128, the Company
has retroactively presented the effect of the stock split for all
periods presented in the accompanying Financial Statements for all
share and per share data.
Significant Accounting Policies
Accounting Estimates
When preparing financial statements in conformity with U.S. GAAP, our
management must make estimates based on future events which affect the
reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities as of the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could
differ from these estimates. Significant estimates in the accompanying
financial statements include the evaluation of a beneficial conversion
feature for debentures, valuation of the fair value of financial
instruments, valuation of common stock for services and the recognition
of deferred tax assets and liabilities.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with a
maturity date of three months or less when purchased.
Beneficial Conversion Feature in Debentures
In accordance with EITF Issue 98-5, as amended by EITF 00-27, we
must evaluate the potential effect of any beneficial conversion
terms related to convertible instruments such as convertible debt or
convertible preferred stock. The Company has issued several
debentures and a beneficial conversion may exist if the holder, upon
conversion, may receive instruments that exceed the value of the
convertible instrument. Valuation of the benefit is determined
based upon various factors including the valuation of equity
instruments, such as warrants, that may have been issued with the
convertible instruments, conversion terms, value of the instruments
to which the convertible instrument is convertible, etc.
Accordingly, the ultimate value of the beneficial feature is
considered an estimate due to the partially subjective nature of
valuation techniques.
9
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
Fair Value of Financial Instruments
We define the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction
between willing parties. The carrying value of accounts payable and
accrued liabilities approximates fair value because of the short
maturity of those instruments. The estimated fair value of our other
obligations is estimated based on the current rates offered to us
for similar maturities. Based on prevailing interest rates and the
short-term maturity of all of our indebtedness, management believes
that the fair value of our obligations approximates book value at
January 31, 2005.
Stock-Based Compensation
The Company accounts for stock options issued to employees in
accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations. As such, compensation cost is measured
on the date of grant as the excess of the current market price of
the underlying stock over the exercise price. Such compensation
amounts are amortized over the respective vesting periods of the
option grant. The Company adopted the disclosure provisions of SFAS
No. 123 "Accounting for Stock-Based Compensation," and SFAS No. 148
"Accounting for Stock Based Compensation - Transition and
Disclosure," which permits entities to provide pro forma net income
(loss) and pro forma earnings (loss) per share disclosures for
employee stock option grants as if the fair-valued based method
definedin SFAS No. 123 had been applied.
The Company accounts for stock options or warrants issued to non-
employees for goods or services in accordance with the fair value
method of SFAS 123. Under this method, the Company records an
expense equal to the fair value of the options or warrants issued.
The fair value is computed using an options pricing model. At
January 31, 2005, the Company had no stock options or warrants
outstanding.
Investments
Investments in securities of unaffiliated issuers represent
holdings of less than 5% of the issuer's voting common stock.
Investments in and advances to affiliates are presented as (i)
majority-owned, if holdings, directly or indirectly, represent
over 50% of the issuer's voting common stock, (ii) controlled
companies if the holdings, directly or indirectly, represent over
25% and up to 50% of the issuer's voting common stock and (iii)
other affiliates if the holdings, directly or indirectly,
represent 5% to 25% of the issuer's voting common stock.
Investments - other than securities represent all investments
other than in securities of the issuer.
Investments in securities or other than securities of privately
held entities are initially recorded at their original cost as of
the date the Company obtained an enforceable right to demand the
securities or other investment purchased and incurred an
enforceable obligation to pay the investment price.
10
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
For financial statement purposes, investments are recorded at
their fair value. Currently, readily determinable fair values do
not exist for our investments and the fair value of these
investments is determined in good faith by the Company's Board of
Directors pursuant to a valuation policy and consistent valuation
process. Due to the inherent uncertainty of these valuations,
the estimates may differ significantly from the values that would
have been used had a ready market for the investments existed and
the differences may be material. Our valuation methodology
includes the examination of among other things, the underlying
portfolio company performance, financial condition and market
changing events that impact valuation.
Realized gains (losses) from the sale of investments and
unrealized gains (losses) from the valuation of investments are
reflected in operations during the period incurred.
Revenue Recognition
The Company recognizes revenues in accordance with the guidance in
the Securities and Exchange Commission Staff Accounting Bulletin
104. Revenue is recognized when persuasive evidence of an
arrangement exists, as services are provided over the term of a
service contract, and when collection of the fixed or determinable
selling price is reasonable assured. The Company follows EITF 00-8
"Accounting by a Grantee for an Equity Instrument to be Received in
Conjunction with Providing Goods or Services" when determining the
measurement date to value securities received for services.
Revenues from the current and future activities as a business
development company which may include investment income such as
interest income and dividends, and realized or unrealized gains
and losses on investments will be recognized in accordance with
the AICPA's Audit and Accounting Guide, "Audits of Investment
Companies.
Income Taxes
Income taxes are accounted for under the asset and liability method
of Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes ("SFAS 109")." Under SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled. Under SFAS 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
Income (Loss) per Common Share
Basic earnings per share are computed only on the weighted average
number of common shares outstanding during the respective periods.
There were no additional common stock equivalents or other items to
adjust the numerator or denominator in the EPS computations.
As previously discussed, the Company announced that its Board of
Directors had approved a two-for-one stock split of its common
shares. The record date for the split is February 28, 2005 and the
pay date is March 3, 2005. In accordance with SFAS 128, the Company
has retroactively presented the effect of the stock split for all
periods presented in the accompanying Financial Statements for all
share and per share data.
11
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) as currently
reported by the Company adjusted for other comprehensive gains
(losses). Other comprehensive gains (losses) for the Company
consists of unrealized gains (losses) related to the Company's
equity securities accounted for as available-for-sale with changes
in fair value recorded through stockholders' equity
Note 3. GOING CONCERN
- ----------------------
As reflected in the accompanying financial statements, the Company
has a net loss of $1,062,324 and net cash used in operations of
$339,688 for the nine months ended January 31, 2005, a working
capital deficiency of $717,994, a stockholders' deficiency of
$717,994 and a deficit accumulated during the development stage of
$1,225,789 at January 31, 2005. Additionally, at January 31, 2005,
the Company is in default of $228,000 of Debentures (See Note 10 -
Subsequent Events).
The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business
plan, raise capital, and generate revenues. The financial
statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
We plan on generating future revenues as a BDC through direct
investments into private companies, start-up companies, and through
the opportunities provided by turnaround companies. We also intend
to invest in the commercial real estate market. Additionally, we
will provide fee based business expertise through in-house
consultants and contract consultants.
The time required for us to become profitable from operations is
highly uncertain, and we cannot assure you that we will achieve or
sustain operating profitability or generate sufficient cash flow to
meet our planned capital expenditures, working capital and debt
service requirements. If required, our ability to obtain additional
financing from other sources also depends on many factors beyond our
control, including the state of the capital markets and the
prospects for our business. The necessary additional financing may
not be available to us or may be available only on terms that would
result in further dilution to the current owners of our common
stock.
We cannot assure you that we will generate sufficient cash flow from
operations or obtain additional financing to meet scheduled debt
payments and financial covenants. If we fail to make any required
payment under the agreements and related documents governing our
indebtedness or fail to comply with the financial and operating
covenants contained in them, we would be in default. The financial
statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or the
amounts and classification of liabilities, which may result from the
inability of the Company to continue as a going concern.
We obtained $170,000 of proceeds from the issuance of Debentures for
the twelve months ended April 30, 2004 and for the nine months ended
January 31, 2005, we have received another $247,000 of proceeds from
the issuance of Debentures. We obtained $161,000 of proceeds from
the issuance of Promissory Notes for the three months ended January
31, 2005. We have used these funds to cover our current obligations.
Additionally, we determined that it was necessary to raise
additional capital to carry out the Company's business plan and the
Company anticipates the issuance of up to $1,000,000 of the
Company's common stock. We are planning on obtaining additional
cash proceeds in the next twelve months from the issuance of
securities to be determined.
12
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
As a result of the above items, we believe that we will have
sufficient operating cash to meet are required expenditures for the
next twelve months.
Note 4. INVESTMENTS
- --------------------
In November 2003, we issued $75,000 of debentures in exchange for
100,000 shares of freely trading common stock in the same publicly
held company discussed below. In accordance with FAS 115
"Accounting for Certain Investments in Debt and Equity Securities",
we recorded the 100,000 shares of common stock as "available-for-
sale" securities, a current asset and the resulting $5,000
unrealized gain at April 30, 2004 was classified as a separate
component of stockholders' equity - accumulated other comprehensive
income.
In April 2004, we purchased 5,000 shares of freely trading common
stock for $6,243 in the same publicly held company as discussed
above. In accordance with FAS 115, we recorded the 5,000 shares of
common stock as "available-for-sale" securities, a current asset and
the resulting $2,243 unrealized loss at April 30, 2004 was
classified as a separate component of stockholders' equity -
accumulated other comprehensive income.
In May 2004, we transferred 7,500 of these shares to a third party
for payment of public relations services for another publicly held
company, the company mentioned previously that we have an investment
in and a consulting agreement with. The fair market value of the
stock on the transfer date was $0.28 per share or $2,100 and the
Company recorded this amount as consulting expense and recorded a
$3,525 loss on the disposal of the securities.
In June and July of 2004, we sold the remaining 97,500 shares and
received $14,405 of proceeds and recognized a $64,738 loss on the
sale of the securities. As a result of the transfer and sale of the
above securities, we have reversed the previously discussed $5,000
unrealized gain and $2,243 unrealized loss that were recorded at
April 30, 2004.
In April and May 2004, we paid $6,500 of professional services
for four companies and recorded a $1,625 receivable from each
company. In July 2004, we agreed to receive 75,000 shares of
common stock from one of these companies instead of the cash due
of $1,625. In September 2004, we agreed to receive 100,000
shares of common stock from one of these companies instead of the
cash due of $1,625. In November 2004, we agreed to receive
100,000 shares of common stock from one of these companies
instead of the cash due of $1,625. In December 2004, we agreed
to receive 100,000 shares of common stock from one of these
companies instead of the cash due of $1,625. All of these
companies have a limited operating history and have a
stockholders' deficiency. Consequently, there is no practical
way to value the common stock and we have recorded an impairment
loss for the entire $4,850 in the accompanying Statement of
Operations for the nine months ended January 31, 2005. The
remaining $1,625 for the final company is recorded as other
receivable in the Balance Sheet as of January 31, 2005.
13
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
In September 2003, we entered into a consulting contract with Global
Life Sciences, Inc. ("Global"), a publicly traded company (See Note
5 - Indebtedness). We provided consulting services to Global under
this contract in exchange for $240,000 to be paid to us in the form
of 1,200,000 restricted shares. In addition, we received an
additional 300,000 free trading shares of their common stock, valued
at $0.20 per share, based on the original agreement date. The term
of the consulting agreement was for twelve (12) months and the
common stock was payable on a quarterly basis. In January 2004, we
received 300,000 shares and in July 2004, we received the remaining
1,200,000 shares as compensation for services. For the twelve months
ended April 30, 2004, we recorded $146,301 of the consulting fees as
revenue and recorded $153,699 of consulting fees as revenue during
the six months ended October 31, 2004 and had earned a total of
$300,000 or 100% of the consulting fees from the inception of the
contract as of October 31, 2004. We recorded the fees as revenue,
pro-rata over the contract term in accordance with EITF 00-8
"Accounting by a Grantee for an Equity Instrument to be Received in
conjunction with Providing Goods or Services" based on the $0.20
fair value on the contract date. In accordance with FAS 115, we
recorded the restricted shares as "available-for-sale" securities, a
non-current asset and the resulting unrealized gain of $180,000 at
April 30, 2004 was classified as a separate component of
stockholders' equity - accumulated other comprehensive income.
In accordance with EITF 03-01 "The Meaning of Other Than Temporary
Impairment and its Application to Certain Investments", we evaluated
the underlying securities that had an original cost of $0.20 and a
fair market value of $2.15 in January 2004, but the fair market
value had been reduced to $0.07 per share as of October 31, 2004, or
less than the $.20 cost. We also evaluated Global, which is a
development stage company, has a stockholders' deficiency and an
accumulated deficit. As a result of our analysis, the fair market
value at October 31, 2004 was $105,000 and we believed that the
impairment is other than temporary and reversed the $180,000
previously recorded unrealized gain discussed above and recorded a
$195,000 other than temporary impairment loss at October 31, 2004.
Additionally, in July 2004, our Chief Executive Officer and
President were elected officers and directors of Global. As a
result, we classified the securities as an Investment in Affiliate
at October 31, 2004.
On October 15, 2004, the Company entered into a definitive share
exchange agreement with Global. On December 2, 2004, the exchange
agreement was consummated and pursuant to the terms of the exchange
agreement, the Company became a wholly owned subsidiary of Global in
a transaction accounted for as a recapitalization of the Company
(See Note 6 - Recapitalization). As a result of the transaction,
the Board has retired the shares and the Investment held by the
Company in Global has been eliminated.
In April 2004, we acquired 2,587,983 shares for a purchase price
of $43,706 representing approximately 11% of a publicly held
company that emerged from bankruptcy under Chapter Eleven (11) of
the federal bankruptcy code. There is no active trading market
for the shares and the company is in the process of developing
its primary product to offer to the market but has not achieved
this progress as of the date of the accompanying financial
statements. Accordingly, the Company has recorded an impairment
loss for the entire $43,706, which is classified as impairment of
investments in the accompanying Financial Statements as of
January 31, 2005.
Note 5. INDEBTEDNESS
- ----------------------
From May 2003 through January of 2005, we have received $417,000 of
cash proceeds from the issuance of debentures to several parties.
14
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
The debenture terms are interest at ten percent (10%) per annum,
payable in twelve (12) months from the date of the debenture and
include a five percent (5%) penalty for any event of default.
Additionally, the debenture holders may be granted the option of
converting the debenture into common stock of the Company at an
exchange rate of twenty-five cents ($0.25) per share.
We have evaluated the debenture to determine if a beneficial
conversion feature exists in accordance with EITF 98-5, as amended
by EITF 00-27. We have determined that the debentures are not a
convertible instrument in that the potential conversion feature
outlined in the debentures is not binding.
In November 2003, we issued $75,000 of debentures in exchange for
100,000 shares of freely trading common stock in Global (see Note 5
- - Investments).
In January 2004, we issued a $5,000 debenture to a third party for
legal services and accounted for the issuance as legal expense.
In September 2004, we issued a $7,000 debenture to a third party for
consulting services and accounted for the issuance as consulting
expense. The amount represents a five percent (5%) fee for
debenture proceeds obtained by the Company in accordance with the
consulting agreement.
At January 31, 2005, we had $504,000 of debentures outstanding. As
of January 31, 2005, $228,000 of the Debentures discussed previously
is in default as the term was for one (1) year. The debenture
provisions include a penalty of five percent (5%) for any default
that occurs and we have accrued $11,400 as a debenture penalty in
the accompanying Financial Statements as of January 31, 2005. The
Company is in discussions with the debenture holders concerning the
default.
From November 2004 through January of 2005, we have received
$161,000 of cash proceeds from the issuance of promissory notes to
several parties. The promissory note terms are interest at ten
percent (10%) per annum, payable in twelve ninety (90) days from the
date of the promissory notes.
Note 6. RECAPITALIZATION
- --------------------------
On December 2, 2004 (the "Transaction Date"), the Company
consummated a definitive share exchange agreement ("Agreement") with
Global Life Sciences, Inc., ("Global") whereby the Company became a
wholly-owned subsidiary of Global. Pursuant to the terms of the
Agreement, the shareholders of the Company received an aggregate of
17,350,000 newly issued shares of Global common stock, which
represents a one-for-one share exchange of the Company's stock for
Global stock (the "Transaction"). Giving effect to the Transaction,
there were 20,910,000 shares of common stock outstanding, 82.97% of
which are held by the Company's current shareholders. Accordingly,
since the Company's shareholders obtained voting and management
control, this transaction is treated as a recapitalization of the
Company. The Company also assumed net liabilities of Global which
was a legal obligation in the amount of $63,330, which has been
recorded as Accounts Payable in the accompanying Financial
Statements.
15
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
As a result of the recapitalization, the Company is deemed to have
issued 3,560,000 common shares to the original shareholders of
Global. The net effect of the transaction is a debit to additional
paid in capital for $168,330, which consists of the $63,330 assumed
liability discussed previously and $105,000 for the cancellation of
common stock held by the Company in Global. The Financial
Statements after the closing of the Agreement include the Balance
Sheet of both companies at historical cost and the historical
operations of the Company and the operations of Global from the
Transaction Date.
Note 7. STOCKHOLDERS' DEFICIENCY
- ----------------------------------
Capital Structure
We are authorized to issue up to 50,000,000 shares of our common
stock, $0.001 par value per share, of which 21,410,000 were issued
and outstanding at January 31, 2005. The holders of the common
stock do not have any preemptive right to subscribe for, or
purchase, any shares of any class of stock. Additionally, we have
480,000 shares that issuable as of January 31, 2005.
We are authorized to issue up to 5,000,000 shares of our preferred
stock, $0.001 par value per share, of which 600,000, designated as
Series A, were authorized, issued and outstanding at January 31,
2005. Our preferred stock is commonly referred as a "blank check
preferred stock" as the Board of Directors is authorized to
establish the number of shares to be included in each class or
series and the preferences, limitations and relative rights of each
class or series, which may include a conversion feature into common
stock.
Common Stock
In March 2004, we granted 4,300,000 shares of our common stock for
compensation and board fees to two individuals. There is no active
trading market for the Company's common stock and we analyzed
several methodologies to determine the value per share for the stock
issuance. As a result of our research, we determined that the
appropriate methodology was to utilize the net asset value of the
Company immediately preceding the issuance of the shares and
determined that the valuation was $0.04 per share, valued at on the
grant date and expensed immediately as $160,000 of compensation
expense and $12,000 of directors fees as there was no formal
employment agreement or stated term. At July 31, 2004, the shares
were not issued and were recorded as Common Stock Issuable in the
accompanying Balance Sheet. In September 2004, he shares were
issued and have been reclassed from Common Stock Issuable to Common
Stock in the accompanying Balance Sheet.
In May 2004, we entered into a consulting agreement with a third
party whereby the consultant will provide corporate business
development and consulting services for us. The term of the
agreement is twenty-four (24) months and consultant will receive a
total of 480,000 shares of the Common Stock of the Company. Two
hundred forty thousand (240,000) shares were granted and vested upon
the execution of the agreement and the remaining shares will be
earned at the rate of 10,000 shares monthly and issued on a
quarterly basis. As of July 31, 2004, 270,000 shares were vested
16
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
and were issued by the Company. From August 1, 2004 through
January 31, 2005, an additional 60,000 shares were granted and
vested, thus making the total shares granted and vested 330,000 at
January 31, 2005.
Of the 270,000 shares that were issued as of July 31, 2004 as
discussed above, at the time of the issuance, there was no active
trading market for the Company's common stock and we analyzed
several methodologies to determine the value per share for the stock
issuance. As a result of our research, we determined that the
appropriate methodology was to utilize the net asset value of the
Company immediately preceding the issuance of the shares and
determined that the valuation was $0.015 per share, thus the 270,000
shares issued as of July 31, 2004 were valued on the issuance date
at $4,050. Due to the immaterial amount of the valuation, the
Company elected to expense the entire $4,050 in the accompanying
statement of operations rather than recognize the amount evenly over
the agreement term.
Of the additional 60,000 shares issued between August 1, 2004 and
January 31, 2005 as discussed above, 30,000 shares were issued
during the three months ended October 31, 2004 and valued at a
nominal value of $0.0005 per share because the net asset value of
the Company immediately preceding the issuance of the shares was
negative and could not be used. The other 30,000 shares vested
during the three months ended January 31, 2005 were valued based
upon the measurement date of December 31, 2004 at a value of $0.505
per share and the Company has recorded $30,000 of consulting expense
in the accompanying Statement of Operations for the three months
ended January 31, 2004. The remaining 150,000 shares will be valued
at each quarterly issuance measurement date and such value
recognized as expense over the quarterly measurement period. These
last 15,000 shares vested were not issued as of January 31, 2005 and
have been recorded as Common Stock Issuable as of January 31, 2005.
In June 2004, we granted 2,300,000 shares of our common stock for
compensation and board fees to our new President. There is no
active trading market for the Company's common stock and we analyzed
several methodologies to determine the value per share for the stock
issuance. As a result of our research, we determined that the
appropriate methodology was to utilize the net asset value of the
Company immediately preceding the issuance of the shares. However,
based upon this analysis, the net asset value was a negative number
and could not be utilized. The Company determined that a nominal
value should be utilized and the valuation is $0.0005 per share,
valued at on the grant date and expensed immediately as $1,000 of
compensation expense and $150 of directors fees as there was no
formal employment agreement or stated term.
In October 2004, we granted 3,900,000 shares to our executive
officers as compensation, comprised of 1,500,000 to our Chief
Executive Officer, 1,200,000 to our President and 1,200,000 to our
Chief Financial Officer. There was no active trading market for the
Company's common stock and we analyzed several methodologies to
determine the value per share for the stock issuance. As a result
of our research, we determined that the appropriate methodology was
to utilize $0.05 per share, the valuation utilized for preferred
shares issued for director services on the same date - see Issuances
of Preferred Stock below). As a result, the Company has expensed
immediately $195,000 of compensation.
17
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
In October 2004, we granted 1,000,000 shares to our Board of
Directors as fees for their services, comprised of 200,000 share
issuances to five individuals. There was no active trading market
for the Company's common stock and we analyzed several methodologies
to determine the value per share for the stock issuance. As a
result of our research, we determined that the appropriate
methodology was to utilize $0.05 per share, the valuation utilized
for preferred shares issued for director services on the same date -
see Issuances of Preferred Stock below). As a result, the Company
has expensed immediately $50,000 of director fees.
In October 2004, we granted 800,000 shares to our Advisory Board
members as fees for their services, comprised of 200,000 share
issuances to four individuals. There is no active trading market
for the Company's common stock and we analyzed several methodologies
to determine the value per share for the stock issuance. As a
result of our research, we determined that the appropriate
methodology was to utilize $0.05 per share, the valuation utilized
for preferred shares issued for director services on the same date -
see Issuances of Preferred Stock below). As a result, the Company
has expended immediately $40,000 of director fees.
In November 2004, we granted 250,000 shares of our common stock to a
group for consulting services. The shares were valued at $0.505 per
share, the closing stock price on the grant date of November 1,
2004, and we recorded $126,250 of deferred consulting, as the term of
the consulting agreement was one (1) year. As of January 31, 2005,
we have recorded $21,042 of amortization expense related to the
deferred consulting resulting in an unamortized deferred consulting
balance of $105,208.
In November 2004, we granted 450,000 shares of our common stock to a
group for consulting services. The shares were valued at $0.505 per
share, the closing stock price on the grant date of November 1,
2004, and we recorded $227,025 of deferred consulting, as the term of
the consulting agreement was one (1) year. As of January 31, 2005,
we have recorded $37,875 of amortization expense related to the
deferred consulting resulting in an unamortized deferred consulting
balance of $189,150. The shares had not been issued as of January
31, 2005 and have been recorded as Common Stock Issuable in the
accompanying Financial Statements.
In December 2004, we granted 250,000 shares of our common stock to a
new member of our Board of Directors as a fee for their service.
The shares were valued at $0.54 per share, the closing price on the
grant date of December 6, 2004, and we expensed immediately $135,000
of director fees.
As a result of the recapitalization discussed previously, the
Company recorded 3,560,000 shares of common stock. Certain of these
3,560,000 shares are being returned to the Company for cancellation
but as of the date of these Financial Statements, none of the shares
had been returned to the Company.
Preferred Stock
In relation to the recapitalization discussed previously, each newly
appointed officer of the Company received 200,000 shares of
convertible Preferred A stock upon their appointment, which occurred
approximately 10 days prior to the December 2, 2004 effective date.
Each share of this preferred stock is convertible into one (1) share
of common stock at the option of its holder at any time, except that
18
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
such shares shall convert automatically on the date that is two
years from the preferred stock's date of issuance. Each Preferred A
Share has voting rights equivalent to ten (10) times the number of
shares of common stock into which each such Preferred A Share shall
convert, and are entitled to a dividend on a pari passu basis with
the holders of Common Shares and other classes of preferred shares
of the Company. Each Preferred A Share has a liquidation preference
equal to $.05.
As a result of the recapitalization, the Company issued 600,000
shares of Series A Preferred Stock.
Note 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.
As described in Note 2, we did not file certain reports with the SEC
as required of SEC registrants. No provision has been made in the
accompanying financial statements for the cost of actions, if any,
that may be taken by the SEC against the Company for its non-
compliance during this period.
We currently do not have a lease and we are not paying rent for our
office space. It is being provided to the Company by an
officer/director free of charge (See Note 9 - Related Party
Transactions). Usage of this office space and the related value is
de minimis. Therefore, no expense has been recorded in the
accompanying Financial Statements. We expect we will have to lease
more substantial office in the near future and that the cost of the
space may be material to our operations.
The Company has not filed required payroll tax reports with
applicable state and federal authorities as required. Accordingly,
the Company may be subject to penalties and fines and no adjustment
has been made in the accompanying Financial Statements for this
uncertainty. However, the Company is currently completing these
reports and anticipates that they will be finalized in the near
future.
We have elected to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code. In order to
maintain our status as a regulated investment company, we are
required to (i) distribute at least 90% of our investment company
taxable income and 90% of any ordinary pre-RIC built in gains we
recognize between January 1, 2005 and December 31, 2014, less any
taxes due on those gains to avoid corporate level taxes on the
amount distributed to stockholders (other than any built in gain
recognized between January 1, 2005 and December 31, 2014) and
(ii) distribute (actually or on a deemed basis) at least 98% of
our income (both ordinary income and net capital gains) to avoid
an excise tax. We intend to make distributions on a quarterly
basis to our stockholders of all of our income, except for
certain net capital gains and adjustments for long-term incentive
compensation expense. We intend to make deemed distributions to
our stockholders of any retained net capital gains.
We may not be able to achieve operating results that will allow
us to make distributions at a specific level or to increase the
amount of these distributions from time to time. In addition, we
may be limited in our ability to make distributions due to the
asset coverage test for borrowings applicable to us as a business
19
Nortia Capital Partners, Inc.
(f/k/a BF Acquisition Group I, Inc.)
(A Development Stage Company)
Notes to Financial Statements
January 31, 2005
(Unaudited)
development company under the Investment Company Act of 1940 and
due to provisions in our credit facilities. If we do not
distribute a certain percentage of our income annually, we will
suffer adverse tax consequences, including possible loss of our
status as a regulated investment company. We cannot assure
shareholders that they will receive any distributions or
distributions at a particular level.
Note 9. RELATED PARTY TRANSACTIONS
- ------------------------------------
At April 30, 2003, we had an accounts payable in the amount of
$3,113 to a shareholder/director who directly paid certain expenses
of the Company and these were non-interest bearing and do not have
any repayment terms. During the twelve months ended April 30, 2004,
we repaid $2,000 of these advances resulting in a balance due of
$1,113 at April 30, 2004. During the three months ended July 31,
2004, we repaid $500 of these advances and during the three months
ended January 31, 2004, we repaid the remaining $613. At January
31, 2005, the balance outstanding is zero.
In June and August 2004, we received advances totaling $3,000 from a
company controlled by the wife of our Chief Executive Officer and
was classified in Due to Related Party. During the three months
ended January 31, 2005, the $3,000 was repaid and at January 31,
2005, the balance is zero.
We currently do not have a lease and we are not paying rent on our
space. It is being provided to the Company by an officer/director
free of charge - (See Note 8 - Commitments and Contingencies).
Note 10. SUBSEQUENT EVENTS
- ---------------------------
In January 2005, the Company entered into a one-year investor
relations consulting agreement with an unrelated third party. As
consideration for the services to be provided, the Company
granted 240,000 shares of common stock, payable in monthly 20,000
share issuances. The first installment was due to be paid in
February 2005. The Company will record consulting expense based
upon the market value of the common stock on each monthly 20,000
share issuance date.
In February 2005, the Company entered into a one-year consulting
agreement with an unrelated third party. As consideration for
the services provided, a fee of $150,000 was granted to the
Consultant. Upon the mutual agreement of both parties, the fee
will be paid in cash or up to 200,000 shares of common stock,
based upon a $0.75 market value on the date of the agreement.
The Company will record $150,000 of deferred consulting and
amortize the balance over the one-year term.
As of March 3, 2005, $250,000 of the Debentures discussed previously
is in default as the term was for one (1) year. The debenture
provisions include a penalty of five percent (5%) for any default
that occurs and this amount would be $12,500. The Company is in
discussions with the debenture holders concerning the default.
20
Item 2. Management's Discussion and Analysis or Plan of
Operation.
-----------------------------------------------
Overview
The following discussion "Management's Discussion and
Analysis or Plan of Operation" contains forward-looking
statements. The words "anticipate," "believe," "expect," "plan,"
"intend," "estimate," "project," "will," "could," "may" and
similar expressions are intended to identify forward-looking
statements. Such statements reflect our current views with
respect to future events and financial performance and involve
risks and uncertainties. Should one or more risks or
uncertainties occur, or should underlying assumptions prove
incorrect, actual results may vary materially and adversely from
those anticipated, believed, expected, planned, intended,
estimated, projected or otherwise indicated. We caution you not
to place undue reliance on these forward-looking statements,
which we have made as of the date of this Quarterly Report on
Form 10-QSB.
The following is qualified by reference to, and should be
read in conjunction with our financial statements ("Financial
Statements"), and the notes thereto, included elsewhere in this
Form 10-QSB, as well as the discussion hereunder "Management's
Discussion and Analysis or Plan of Operation".
Effective August 2, 2004, Nortia Capital Partners, Inc., a
Florida corporation formerly known as BF Acquisition Group I,
Inc.) ("Nortia", the "Company", "we", "us") changed its name from
BF Acquisition Group I, Inc. to Nortia Capital Partners, Inc. On
October 15, 2004, we entered into a definitive share exchange
agreement with Global Life Sciences, Inc., a publicly traded
Nevada corporation, which then changed its name to "Nortia
Capital Partners, Inc." On December 2, 2004, the exchange
agreement was consummated and pursuant to its terms, we became a
wholly-owned subsidiary of the Nevada corporation, which
transaction was accounted for as a recapitalization of us. On
December 3, 2004, the Florida corporation was merged with and
into the Nevada corporation. The Nevada corporation was the
survivor of the merger and, as a result, we are no longer
domiciled in Florida but are now organized under the laws of the
State of Nevada.
Our Company was initially organized as a "shell" company,
with plans to seek business partners or acquisition candidates;
however, due to capital constraints, we were unable to continue
with our business plan. In March 2001, we ultimately ceased our
business activities and became dormant through May 2003, whereby
we incurred only minimal administrative expenses. During June
2003, we engaged present management, raised additional capital,
and initiated activities to re-establish our business.
We did not file in a timely manner our required reports with
the Securities and Exchange Commission ("SEC") for the quarterly
periods ended July 31, 2003, October 31, 2003, January 31, 2004,
July 31, 2004 and the annual report on form 10-KSB for the period
ended April 30, 2004. No provision has been recorded in the
accompanying financial statements for the cost of actions, if
any, that may be taken by the SEC against the Company for its non-
compliance during this period.
During our fiscal quarterly period ending July 31, 2003, we
re-entered the development stage. At that time present
management raised capital and commenced preparations to register
21
our Company as a "Business Development Company" ("BDC") with the
Securities and Exchange Commission whereby we will be regulated
pursuant to the requirements of the Investment Company Act of
1940.
On January 4, 2005, the Company filed form N-54A with the
Securities and Exchange Commission to become a BDC pursuant to
Section 54 of the Investment Company Act of 1940. As a result of
its new status, the Company will now operate as an investment
holding company and may announce a number of acquisitions in the
coming months, each of which is expected to begin building an
investment portfolio to enhance the Company's stockholder value.
It is the Company's intention to provide capital and advisory
services for management buyouts, recapitalizations, and the
growth and capital needs of emerging growth companies.
As described above, we were dormant for a period of time due
to the lack of capital. We incurred a loss from operations, and
presently do not have sufficient revenues to cover our incurred
expenses. Our management recognizes that we must generate
additional resources to enable us to pay our obligations as they
come due, and that we must ultimately implement our BDC business
plan and achieve profitable operations. We cannot assure you
that we will be successful in any of these activities. Should
any of these events not occur, our financial condition will be
materially adversely affected.
Presently, our Company expects to meet its current capital
requirements for the next twelve months pursuant to a combination
of third party loans made to our Company and from revenues to be
derived from the commencement of our business operations.
OVERVIEW OF COMPANY.
Since its inception, the Company has suffered recurring
losses from operations and has been dependent on existing
stockholders and new investors to provide the cash resources to
sustain its operations. We have had and could have losses,
deficits and deficiencies in liquidity, which could impair our
ability to continue as a going concern. Our independent auditors
have indicated, in their audit opinion for the year ended April
30, 2004 and April 30, 2003, that certain factors raise
substantial doubt about our ability to continue as a going
concern and these continuing factors are discussed in note 3 to
our accompanying January 31, 2005 interim financial statements.
As reflected in the accompanying financial statements, the
Company has a net loss of $1,062,324 and net cash used in
operations of $339,688 for the nine months ended January 31,
2005, a working capital deficiency of $717,994, a stockholders'
deficiency of $717,994 and a deficit accumulated during the
development stage of $1,225,789 at January 31, 2005.
Additionally, at January 31, 2005, the Company is in default of
$228,000 of Debentures and at March 3, 2005, the Company is in
default of $250,000 of Debentures.
The Company is in the development stage and the ability to
continue as a going concern is dependent on the Company's ability
to further implement its business plan, raise capital, and
generate revenues. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.
The time required for us to become profitable is highly
uncertain, and we cannot assure you that we will achieve or
sustain profitability or generate sufficient cash flow from
22
operations to meet our planned capital expenditures, working
capital and debt service requirements. If required, our ability
to obtain additional financing from other sources also depends on
many factors beyond our control, including the state of the
capital markets and the prospects for our business. The necessary
additional financing may not be available to us or may be
available only on terms that would result in further dilution to
the current owners of our common stock.
The Company's long-term viability as a going concern is
dependent on certain key factors, as follows:
- The Company's ability to continue to obtain sources of
outside financing to support near term operations and to allow
the Company to continue to make investments; and
- The Company's ability to increase profitability and
sustain a cash flow level that will ensure support for continuing
operations.
RECENT DEVELOPMENTS.
On October 15, 2004, we entered into a definitive share
exchange agreement with Global Life Sciences, Inc., a publicly
traded Nevada corporation, which then changed its name to "Nortia
Capital Partners, Inc." On December 2, 2004, the exchange
agreement was consummated and pursuant to its terms, we became a
wholly-owned subsidiary of the Nevada corporation, which
transaction was accounted for as a recapitalization of us. On
December 3, 2004, the Florida corporation was merged with and
into the Nevada corporation. The Nevada corporation was the
survivor of the merger and, as a result, we are no longer
domiciled in Florida but are now organized under the laws of the
State of Nevada.
On October 14, 2004, our Chief Executive Officer and
President resigned as officers and directors of the Nevada
corporation. Upon the closing of the above-referenced
transactions, the members of the board of directors of the
Florida corporation were named to the board of directors of the
recapitalized company and the Chief Executive officer, President
and Chief Financial Officer of the Florida corporation were named
as officers of the recapitalized company.
Prior to the closing of the above referenced transactions,
the Florida corporation owned 150,000 shares of the Nevada
corporation, which had previously been recorded as an Investment
in Affiliate - Available for Sale Securities in the Florida
corporation's Financial Statements at January 31, 2005. As a
result of the above-referenced transactions and the
recapitalization, the Investment held by the Company was
eliminated.
On January 4, 2005, the Company filed Form N-54A with the
Securities and Exchange Commission to become a Business
Development Company pursuant to Section 54 of the Investment
Company Act of 1940. As a result of its new status, the Company
will now operate as an investment holding company and may
announce a number of acquisitions in the coming months, each of
which is expected to begin building an investment portfolio to
enhance the Company's stockholder value. It is the Company's
intention to provide capital and advisory services for management
buyouts, recapitalizations, and the growth and capital needs of
emerging growth companies.
23
As a BDC, the Company will be structured in a manner more
consistent with its current business strategy. As a result, the
Company believes that it is positioned to raise capital in a more
efficient manner and to develop and expand its business
interests. The Company does not intend to limit its potential
acquisitions to just one line of business or industry, as the
acquisitions, in total, are expected to enhance value to
stockholders through capital appreciation and payments of
dividends to the Company by its investee companies.
BDC regulation was created in 1980 by Congress to encourage
the flow of public equity capital to small businesses in the
United States. BDCs, like all mutual funds and closed-end funds,
are regulated by the Investment Company Act of 1940. BDCs report
to stockholders in a manner similar to traditional operating
companies and file regular quarterly and annual reports with the
Securities and Exchange Commission. BDCs are required to make
available significant managerial assistance to their portfolio
companies
In January 2005, the Company entered into a one year
investor relations consulting agreement with an unrelated third
party. As consideration for the services to be provided, we
granted 240,000 shares of common stock to such third party,
payable in monthly 20,000 share issuances. The first installment
was due to be paid in February 2005. The Company will record
consulting expense based upon the market value of the common
stock on each monthly 20,000 share issuance date.
In February 2005, the Company entered into a one-year
consulting agreement with an unrelated third party. As
consideration for the services to be provided, a fee of $150,000
was to be paid to the Consultant. Upon the mutual agreement of
both parties, the fee could be paid either in cash or in up to
200,000 shares of common stock, based upon a $.75 per share
market value on the date of the consulting agreement. The
Company will record $150,000 of deferred consulting and amortize
the balance over the one-year term of the consulting agreement.
On February 17, 2005, the Company announced that its Board
of Directors had approved a two-for-one stock split of its common
shares. The record date for the split is February 28, 2005 and
the pay date is March 3, 2005. In accordance with SFAS 128, the
Company has retroactively presented the effect of the stock split
for all periods presented in the accompanying Financial
Statements for all share and per share data.
As of March 3, 2005, $250,000 of the Debentures discussed
previously were in default as the term was for one (1) year. The
debenture provisions include a penalty of five percent (5%) for
any default that occurs. The maximum amount of such penalty
would be $11,400. The Company is in discussions with the
debenture holders concerning the default.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES.
The methods, estimates and judgment we use in applying our
most critical accounting policies have a significant impact on
the results we report in our financial statements. The
Securities and Exchange Commission has defined the most critical
accounting policies as the ones that are most important to the
portrayal of our financial condition and results, and require us
to make our most difficult and subjective judgments, often as a
result of the need to make estimates of matters that are
inherently uncertain. Based upon this definition, our most
critical estimates include going concern, the evaluation of the
beneficial conversion feature in debentures and investments in
24
available-for-sale securities. We also have other key accounting
estimates and policies, but we believe that these other policies
either do not generally require us to make estimates and
judgments that are as difficult or as subjective, or it is less
likely that they would have a material impact on our reported
results of operations for a given period. For additional
information see Note 3 "Summary of Significant Accounting
Policies" in the notes to our unaudited financial statements
contained in our quarterly report on Form 10-QSB for the
quarterly period ended January 31, 2005. Although we believe
that our estimates and assumptions are reasonable, they are based
upon information presently available. Actual results may differ
significantly from these estimates.
GOING CONCERN.
The independent registered public accounting firm's reports
to our financial statements for the years ended April 30, 2004
and April 30, 2003, include an explanatory paragraph in addition
to their audit opinion stating that our recurring losses from
operations, cash used in operations, $37,500 of our debentures
being in default as of August 31, 2004 and being in the
development stage with minimal revenues raise substantial doubt
about our ability to continue as a going concern. Our financial
statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or the
amounts and classification of liabilities that may result from
our inability to continue as a going concern.
EVALUATION OF BENEFICIAL CONVERSION FEATURE IN DEBENTURES.
In accordance with EITF Issue 98-5, as amended by EITF 00-
27, we must evaluate the potential effect of any beneficial
conversion terms related to convertible instruments such as
convertible debt or convertible preferred stock. The Company has
issued several debentures and a beneficial conversion may exist
if the holder, upon conversion, may receive instruments that
exceed the value of the convertible instrument. Valuation of the
benefit is determined based upon various factors including the
valuation of equity instruments, such as warrants, that may have
been issued with the convertible instruments, conversion terms,
value of the instruments to which the convertible instrument is
convertible, etc. Accordingly, the ultimate value of the
beneficial feature is considered an estimate due to the partially
subjective nature of valuation techniques.
VALUATION OF INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES.
Investments in available-for-sale securities are accounted
for in accordance with FAS 115 "Accounting for Certain
Investments in Debt and Equity Securities". Per FAS 115, the
securities are stated at their fair market value and any
difference between cost and market value is recorded as an
unrealized gain or loss classified as a separate component of
stockholders' equity - accumulated other comprehensive income.
VALUATION OF NON-CASH ISSUANCES OF COMMON STOCK.
The Company issued common stock in non-cash transactions
during the nine months ended January 31, 2005. Previously, there
was no active trading market for the Company's common stock and
we analyzed several methodologies to determine the value per
share for the stock issuance. As a result of our research, we
determined that the appropriate methodology was to utilize the
net asset value of the Company immediately preceding the issuance
of the shares. After issuance of certain convertible preferred
shares which were valued based on the estimated value of services
rendered, we valued common stock issued for services based on the
preferred stock value. Subsequently, there is an active trading
market and we are utilizing the closing price on the date of
grant for these issuances.
25
VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS AND LIABILITIES.
In assessing the recoverability of deferred tax assets and
liabilities, management considers whether it is more likely than
not that some portion or all of the deferred tax assets and
liabilities will be realized.
26
RESULTS OF OPERATIONS
Financial Analysis of the Three and Nine Months
Ended January 31, 2005 and 2004
- -----------------------------------------------
Three Months Ended Nine Months Ended
January 31, January 31,
2005 2004 2005 2004
---------------------------- --------------------------------
Revenues $ - $ 60,000 $ 153,699 $ 86,301
Operating Expenses
General and administrative 75,296 23,817 130,220 62,810
Rent 11,400 - 26,956 -
Consulting 73,917 - 89,832 -
Compensation 229,150 - 275,850 -
Debenture penalty 9,225 - 11,400 -
Directors fees 224,100 - 225,150 -
Professional 41,535 10,000 125,176 20,000
------------ ----------- ------------ ---------------
Total Operating Expenses 664,623 33,817 884,584 82,810
------------ ----------- ------------ ---------------
Income (Loss) from Operations (664,623) 19,683 (730,884) 3,491
Other Income (Expense)
Interest expense (12,615) (4,271) (27,669) (5,336)
Loss on sale of available for
sale securities - - (64,738) -
Unrealized gain-available for
sale securities - - - 725,000
Impairment of investments (45,331) - (48,581) -
Other than temporary loss on
available for sale securities - - (195,000) -
Other income 40 - 4,540 -
Interest income (33) - 8 -
------------ ----------- ------------ ---------------
Total Other Income (Expense) (57,939) (4,271) (331,440) 719,664
Net Income (Loss) Before
Income Taxes $ (722,562) $ 21,912 $ (1,062,324) $ 723,155
============ =========== ============ ===============
Income tax expense - - - -
------------ ----------- ------------ ---------------
Net Income (Loss) $ (722,562) $ 21,912 $ (1,062,324) $ 723,155
============ =========== ============ ===============
Three Months Ended January 31, 2005
- -----------------------------------
Revenues:
- --------
Revenues decreased $60,000, or 100%, to zero for the three
months ended January 31, 2005 from $60,000 for the three months
ended January 31, 2004. The decrease in revenue was due to the
completion in 2004 of a consulting contract with a publicly held
company for which we had been providing consulting services.
Operating Expenses:
Operating expenses increased $630,806, or 1,865%, to
$664,623 for the three months ended January 31, 2005 from $33,817
for the three months ended January 31, 2004. The increase was
primarily the result of the Company commencing preparations in
2005 to implement its BDC business strategy, a $229,150 increase
in compensation, a $224,100 increase in director's fees and a
$73,917 increase in consulting fees. The increase in
compensation, director's fees and consulting fees was primarily
paid through the issuance of common stock.
Other Income (Expense):
- ----------------------
Other expense increased $53,668, or 1,257%, to $57,939 of
expense for the three months ended January 31, 2005 from $4,271
of expense for the three months ended January 31, 2004. The
increase is primarily from a $45,331 increase in impairment of
investments and an $8,344 increase in interest expense on
debentures and promissory notes.
Nine Months Ended January 31, 2005
- ----------------------------------
Revenues:
- --------
Revenues increased $67,397, or 78%, to $153,699 for the nine
months ended January 31, 2005 from $86,301 for the nine months
ended January 31, 2004. The increase in revenue was due to a one-
27
year consulting contract with a publicly held company for which
we were providing consulting services in 2004. The difference
represents earned revenue from the contract for the entire nine
month period in comparison with four months in the prior nine-
month period.
Operating Expenses:
- ------------------
Operating expenses increased $801,773, or 968%, to $884,584
for the nine months ended January 31, 2005 from $82,810 for the
nine months ended January 31, 2004. The increase was primarily
the result of the Company commencing preparations in 2005 to
implement its business strategy, a $275,850 increase in
compensation, a $225,150 increase in director's fees and a
$89,832 increase in consulting fees. The increase in
compensation, director's fees and consulting fees was primarily
paid through the issuance of common stock.
Other Income (Expense):
- ----------------------
Other income (expense) increased $1,051,103 of expense, or
146%, to $331,440 of expense for the nine months ended January
31, 2005 from $719,664 of income for the nine months ended
January 31, 2004. The increase is primarily from a $725,000
unrealized loss on available for sale securities in 2004 with no
corresponding amount in 2005, a $64,738 loss on the sale of
available for sale securities and a $195,000 other than temporary
loss on investments, and a $48,581 impairment of investments,
offset by a $22,333 increase in interest expense on debentures
and promissory notes.
28
Liquidity and Capital Resources
Our cash balance was $91,481 at January 31, 2005 as compared
to $8,764 at April 30, 2004, and our working capital deficit was
$717,994 at January 31, 2005 as compared to a working capital
deficit of $183,720 at April 30, 2004. The increase in the
working capital deficit at January 31, 2005 was primarily the
result of a $254,000 increase in Debentures, a $161,000 increase
in promissory notes, an $84,329 increase in accrued expenses and
a $63,331 increase in accounts payable.
Operating Activities: Net cash used in operating activities was
$339,688 for the nine months ended January 31, 2005 compared to
$74,451 for the nine months ended January 31, 2004. The increase
in cash used in operations resulted primarily due to the fact of
a $1,053,979 increase in the operating loss and a $67,397
increase in contract based revenue from a consulting contract,
offset by a $64,738 increase from the loss on sale of available
for sale securities, $48,581 impairment of investments, $195,000
other than temporary loss on available-for-sale investments,
$196,000 for common stock issued for compensation, $225,150 for
common stock issued for directors fees, and $58,917 of
amortization on deferred consulting.
Investing Activities: Cash flows provided by investing
activities were $14,405 for the nine months ended January 31,
2005 as compared to zero at January 31, 2004. The increase was
due to proceeds received from the sale of available for sale
securities.
Financing Activities: Cash flows from financing activities were
$408,000 for the nine months ended January 31, 2005 as compared
to $147,000 of cash flows provided by financing activities during
the nine months ended January 31, 2004. The increase was due to
additional cash proceeds received by the Company from the
issuance of debentures and promissory notes in 2005 as compared
to 2004.
SHORT-TERM DEBT
Our short-term debt at January 31, 2005 consisted of the
following:
Debentures:
- ----------
$504,000 Debentures, dated May 2003 through
January 2005, bearing interest at 10% per
annum and due in 12 months $ 504,000
=========
From May 2003 through January 2005, we received $417,000 of cash
proceeds from the issuance of debentures to several parties. The
debenture terms are interest at ten percent (10%) per annum,
payable in twelve (12) months from the date of the debenture and
include a five percent (5%) penalty for any event of default.
29
We have evaluated the debenture to determine if a beneficial
conversion feature exists in accordance with EITF 98-5, as
amended by EITF 0027. We have determined that the debentures are
not a convertible instrument in that the potential conversion
feature outlined in the debentures is not binding.
In November 2003, we issued $75,000 of debentures in exchange for
100,000 shares of freely trading common stock in Global.
In January 2004, we issued a $5,000 debenture to a third party
for legal services and accounted for the issuance as legal
expense.
In September 2004, we issued a $7,000 debenture to a third party
for consulting services and accounted for the issuance as
consulting expense. The amount represents a five percent (5%)
fee for the total amount of debenture proceeds obtained by the
Company in accordance with the consulting agreement.
At January 31, 2005, we had $504,000 of debentures outstanding.
As of January 31, 2005, $228,000 of the Debentures discussed
previously are in default, as their term was one (1) year. The
debenture provisions include a penalty of five percent (5%) for
any default that occurs and we have accrued $11,400 as a
debenture penalty in the accompanying Financial Statements as of
January 31, 2005. As of March 3, 2005, $250,000 of the
Debentures are in default and the 5% penalty amount would be
$12,500. The Company is in discussions with the debenture
holders concerning the default.
From November 2004 through January of 2005, we received $161,000
of cash proceeds from the issuance of promissory notes to several
parties. The promissory note terms bear interest at ten percent
(10%) per annum, and are payable ninety (90) days from the date
of the promissory notes.
Equity Financing
None
Liquidity
To continue with our business plan, we will require
additional short-term working capital. We cannot assure you that
that we will be successful in obtaining sufficient proceeds, if
any, and in obtaining funds under any interim debt financing we
are able to secure will be sufficient to meet our projected cash
needs.
Our ability to obtain additional financing depends on many
factors beyond our control, including the state of the capital
markets, the market price of our common stock, the prospects for
our business and, if requested, the approval by our stockholders
of an amendment to our certificate of incorporation increasing
the number of shares of common stock we are authorized to issue.
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.
30
We obtained $170,000 of proceeds from the issuance of
Debentures for the twelve months ended April 30, 2004. For the
nine months ended January 31, 2005, we have received another
$247,000 of proceeds from the issuance of Debentures. We
obtained $161,000 of proceeds from the issuance of Promissory
Notes for the three months ended January 31, 2005. We have used
these funds to cover our current obligations. Additionally, we
determined that it was necessary to raise additional capital to
carry out the Company's business plan and the Company is
attempting to sell up to $1,000,000 of the Company's common
stock. We are planning on obtaining additional cash proceeds in
the next twelve months from the issuance of securities to be
determined.
As a result of the above items, we believe that we will have
sufficient operating cash to meet are required expenditures for
the next twelve months.
Contractual Obligations and Commercial Commitments
The following table highlights, as of January 31, 2005, our
contractual obligations and commitments by type and period:
Payments Due by Period
----------------------
Less than
Contractual Obligations Total 1 year 1-3 years 4-5 years After 5 years
- ----------------------- --------- --------- --------- --------- -------------
Short-Term Debt:
Promissory Notes $ 161,000 $ 161,000
Debentures 504,000 $ 504,000 $ - $ - $ -
--------- ---------- --------- ---------- ------------
Total Short-Term Debt $ 665,000 $ 665,000 $ - $ - $ -
========= ========== ========= ========== ============
As of January 31, 2005, $228,000 of the Debentures discussed
previously are in default as the term was for one (1) year. The
debenture provisions include a penalty of five percent (5%) for
any default that occurs and we have accrued $11,400 as a
debenture penalty in the accompanying Financial Statements as of
January 31, 2005. As of March 3, 2005, $250,000 of the
Debentures are in default and the 5% penalty amount would be
$12,500. The Company is in discussions with the debenture
holders concerning the default.
Recent Accounting Developments
In January 2003, the FASB issued FASB Interpretation No. 46
(FIN 46), "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," which as an interpretation defines
when and who consolidates a "variable interest entity," or
"VIE." This new consolidation model applies to entities (i)
where the equity investors (if any) do not have a controlling
financial interest, or (ii) whose equity investment at risk is
insufficient to finance that entity's activities without
receiving additional subordinated financial support from other
parties and requires additional disclosures for all enterprises
involved with the VIE. FIN 46 is effective during 2003 depending
on when the VIE is created. We do not believe that the adoption
of FIN 46 will have a significant impact on our financial
position and results of operations.
31
In May 2003, the FASB issued SFAS No. 149; Amendment of
Statement 133 on Derivative Instruments and Hedging Activities
("SFAS 149") which provides for certain changes in the accounting
treatment of derivative contracts. SFAS 149 is effective for
contracts entered into or modified after June 30, 2003, except
for certain provisions that relate to SFAS No. 133 Implementation
Issues that have been effective for fiscal quarters that began
prior to June 15, 2003, which should continue to be applied in
accordance with their respective effective dates. The guidance
should be applied prospectively. The adoption of SFAS 149 did
not have a material impact on the Company's financial position,
results of operations or liquidity.
In May 2003, the Financial Accounting Standards Board issued
SFAS No. 150 (SFAS 150), "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity."
It establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of
both liabilities and equity. This standard is effective for
financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of
FAS 150 did not have a significant impact on our financial
position and results of operations.
2005 OUTLOOK
The ability to invest further will be heavily dependent on
securing additional capital from investors or debt. There is no
assurance that additional equity or debt financing will be
available on terms acceptable to Management.
Item 3. Controls and Procedures.
-----------------------
As of the end of the period covered by this report, an
evaluation was performed under the supervision and with the
participation of the Company's principal executive officers and
financial officers of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report.
Prior to that period, our Company experienced significant capital
constraints, and we ultimately ceased our business activities and
became dormant through May 2003. During the period covered by
this report, our Company was unable to comply with its Exchange
Act reporting requirements because no accounting work was
completed, no financial statements were prepared, and no audits
were obtained. The evaluation revealed to the Company's principal
executive officers and financial officers that, as a result of
those circumstances, the design and operation of the Company's
disclosure controls and procedures were not effective as of the
end of the period covered by this report.
As of the date this report is filed, our Company's new
principal executive officers and financial officers have made
significant changes in the Company's internal controls and in
other factors that could significantly affect internal controls
subsequent to the date of the above-described evaluation period.
In particular, the Company has adopted an independent audit
committee, has committed funds for legal and accounting work and
the preparation of financial statements and audits, and has
brought the Company out of its dormant period as of May 2003, all
of which enables our Company's principal executive officers and
financial officers to maintain our Company as current pursuant to
its Exchange Act reporting obligations and provide our Company
with an effective design and operation of disclosure controls and
procedures.
32
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
--------------------------------------------------
In June 2004, we granted 2,300,000 shares of our common
stock for compensation and board fees to our President. There
was no formal employment agreement or stated term. The Company
relied on Section 4(2), Rule 506 of Regulation D and Rule 701 of
the Securities Act since the transaction did not involve any
public offering.
In October 2004, we granted 3,900,000 shares to our
executive officers as compensation, comprised of 1,500,000 to our
Chief Executive Officer, 1,200,000 to our President and 1,200,000
to our Chief Financial Officer. We have no formal employment
agreement or stated term between the Company and the officers.
The Company relied on Section 4(2), Rule 506 of Regulation D and
Rule 701 of the Securities Act since the transaction did not
involve any public offering.
In October 2004, we granted 1,000,000 shares to our Board of
Directors as fees for their services, comprised of 200,000 share
issuances to five individuals. There was no formal agreement or
stated term. The Company relied on Section 4(2), Rule 506 of
Regulation D and Rule 701 of the Securities Act since the
transaction did not involve any public offering.
In October 2004, we granted 800,000 shares to our Advisory
Board members as fees for their services, comprised of 200,000
share issuances to four individuals. There was no formal
employment agreement or stated term. The Company relied on
Section 4(2), Rule 506 of Regulation D and Rule 701 of the
Securities Act since the transaction did not involve any public
offering.
In November 2004, we granted 700,000 shares to two
consultants as fees for their services, comprised of 250,000
shares to one consultant and 450,000 shares to another
consultant. There term for both agreements is one year. The
Company relied on Section 4(2), Rule 506 of Regulation D and Rule
701 of the Securities Act since the transaction did not involve
any public offering.
In December 2004, we granted 250,000 shares to a new member
of our Board of Directors as a fee for their services. There
term for both agreements is one year. The Company relied on
Section 4(2), Rule 506 of Regulation D and Rule 701 of the
Securities Act since the transaction did not involve any public
offering.
33
Item 3. Defaults upon Senior Securities
-------------------------------
At January 31, 2005, we had $504,000 of debentures
outstanding. As of January 31, 2005, $228,000 of the Debentures
discussed previously are in default as the term was for one (1)
year. The debenture provisions include a penalty of five percent
(5%) for any default that occurs and we have accrued $11,400 as a
debenture penalty in the accompanying Financial Statements as of
January 31, 2005. As of March 3, 2005, $250,000 of the
Debentures are in default and the 5% penalty amount would be
$12,500. The Company is in discussions with the debenture
holders concerning the default.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not Applicable
Item 5. Other Information
-----------------
On January 4, 2005, the Company filed form N-54A with the
Securities and Exchange Commission to become a Business
Development Company pursuant to Section 54 of the Investment
Company Act of 1940. As a result of its new status, the Company
will now operate as an investment holding company and may
announce a number of acquisitions in the coming months, each of
which is expected to begin building an investment portfolio to
enhance the Company's stockholder value. It is the Company's
intention to provide capital and advisory services for management
buyouts, recapitalizations, and the growth and capital needs of
emerging growth companies.
As a BDC, the Company will be structured in a manner more
consistent with its current business strategy. As a result, the
Company believes that it is positioned to raise capital in a more
efficient manner and to develop and expand its business
interests. The Company does not intend to limit its potential
acquisitions to just one line of business or industry, as the
acquisitions, in total, are expected to enhance value to
stockholders through capital appreciation and payments of
dividends to the Company by its investee companies.
BDC regulation was created in 1980 by Congress to encourage
the flow of public equity capital to small businesses in the
United States. BDCs, like all mutual funds and closed-end funds,
are regulated by the Investment Company Act of 1940. BDCs report
to stockholders in a manner similar to traditional operating
companies and file regular quarterly and annual reports with the
Securities and Exchange Commission. BDCs are required to make
available significant managerial assistance to their portfolio
companies
In January 2005, the Company entered into a one-year
investor relations consulting agreement with an unrelated third
party. As consideration for the services to be provided, we
granted 240,000 shares of common stock to such third party,
payable in monthly 20,000 share issuances. The first installment
was due to be paid in February 2005. The Company will record
consulting expense based upon the market value of the common
stock on each monthly 20,000 share issuance date.
In February 2005, the Company entered into a one-year
consulting agreement with an unrelated third party. As
consideration for the services to be provided, a fee of $150,000
34
was to be paid to the Consultant. Upon the mutual agreement of
both parties, the fee could be paid either in cash or in up to
200,000 shares of common stock, based upon a $.75 per share
market value on the date of the consulting agreement. The
Company will record $150,000 of deferred consulting and amortize
the balance over the one-year term of the consulting agreement.
On February 17, 2005, the Company announced that its Board
of Directors had approved a two-for-one stock split of its common
shares. The record date for the split is February 28, 2005 and
the pay date is March 3, 2005. In accordance with SFAS 128, the
Company has retroactively presented the effect of the stock split
for all periods presented in the accompanying Financial
Statements for all share and per share data.
As of March 3, 2005, $250,000 of the Debentures discussed
previously were in default as the term was for one (1) year. The
debenture provisions include a penalty of five percent (5%) for
any default that occurs. The maximum amount of such penalty
would be $11,400. The Company is in discussions with the
debenture holders concerning the default.
Item 6. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
(31)
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)
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 to Section 906 of the Sarbanes-
Oxley Act of 2002.
35
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTIA CAPITAL PARTNERS, INC.
Registrant
By: /s/William Bosso
-----------------------------------------
William Bosso, Chief Executive Officer
Dated: March 9, 2005
36