UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2006
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[ ] TRANSITION REPORT PURSUANT TO 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 registrant as specified in its charter)
Nevada 90-025041
- ------------------------------ -------------------
(STATE OR JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
400 Hampton View Court, Alpharetta, Georgia 30004
--------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 777-6795
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
Large accelerated filer [ ] Accelerated filer [ ]
Non-Accelerated filer [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of November 15, 2006, there were approximately 26,494,054 shares
of common stock, $0.001 par value, issued and outstanding
and 1,964,955 shares issuable.
Nortia Capital Partners, Inc.
Form 10-Q Index
October 31, 2006
Page
----
Part I-Financial Information
Item 1. Financial Statements 2
Balance Sheets at October 31, 2006 (Unaudited) 3
Statement of Operations for the Six and Three
Months Ended October 31, 2006 and 2005 and for
the period from May 1, 2006 (inception of
development stage) to October 31, 2006 (Unaudited) 4
Statement of Cash Flows for the Six Months Ended
October 31, 2006 and 2005 and for the period from
May 1, 2006 (inception of development stage) to
October 31, 2006 (Unaudited) 5
Notes to Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 22
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 31
Item 4. Controls and Procedures 31
Part II-Other Information
Item 1. Legal Proceedings 32
Item 1A. Risk Factors 33
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 35
Item 3. Defaults upon Senior Securities 38
Item 4. Submission of Matters to a Vote of Security Holders 36
Item 5. Other Information 36
Item 6. Exhibits 36
Signatures 37
PART I
FINANCIAL INFORMATION
Item 1-Financial Statements
2
Nortia Capital Partners, Inc.
(A Development Stage Company)
Balance Sheets
October 31, April 30,
---------------------------
2006 2006
----------- -----------
ASSETS
------
Current Assets
Cash $ 13,962 $ 32,401
Accounts receivable - related party 65,000 -
Other receivable 50,000 4,150
----------- -----------
Total Current Assets 128,962 36,551
=========== ===========
Property and Equipment, net 2,872 -
----------- -----------
Investments
Non-Marketable Securities
Related party non-marketable equity
securities at cost 1,250 1,250
Non-marketable equity securities at cost 100,000 -
----------- -----------
Total Non-Marketable Securities 101,250 1,250
Total Investments 101,250 1,250
----------- -----------
Other Assets
Loan receivable - 100,000
----------- -----------
Total Other Assets - 100,000
----------- -----------
Total Assets 233,084 137,801
=========== ===========
LIABILITIES
-----------
Current Liabilities
Accounts payable - 17,193
Accrued expenses 40,313 4,128
----------- -----------
Total Current Liabilities 40,313 21,321
=========== ===========
Commitments and Contingencies (Note 6)
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, Series A, $0.001
par value, 5,000,000 shares authorized
No shares issued and outstanding $ - -
Common stock, $0.001 par value, 50,000,000
shares authorized 26,494,054 and
22,813,254 shares issued and outstanding 26,494 22,813
Common stock issuable, 1,964,955 and
4,874,855 shares 1,965 4,875
Additional paid in capital 7,346,286 6,500,828
Accumulated deficit (6,412,035) (12,398)
Deficit accumulated during development
stage (769,939) (6,399,638)
----------- -----------
Total Stockholders' Equity 192,771 116,480
=========== ===========
Total Liabilities and Stockholders' Equity $ 233,084 $ 137,801
=========== ===========
See accompanying notes to unaudited financial statements.
3
Nortia Capital Partners, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Period From
May 1, 2006
Six Three (Inception of
Months Ended Months Ended Development Stage)
October 31, October 31, to October 31,
2006 2005 2006 2005 2006
---------- ---------- ---------- ---------- -----------------
Revenues $ 140,000 - 140,000 - 140,000
Operating Expenses
General and administrative 128,311 203,941 50,494 109,845 128,311
Rent 10,754 13,295 5,350 1,218 10,754
Consulting 43,181 108,580 40,181 71,724 43,181
Stock compensation 550,000 - 550,000 - 550,000
Compensation 133,758 333,171 16,148 203,411 133,758
Professional 94,167 245,305 28,949 157,807 94,167
----------------------- ----------------------- -----------------
Total Operating Expenses 960,171 904,292 691,122 544,005 960,171
----------------------- ----------------------- -----------------
Operating Loss (820,171) (904,292) (551,122) (544,005) (820,171)
Other Income (Expense)
Gain on sale of available for
sale securities 50,000 - 50,000 - 50,000
Interest expense (10) - - (17,500) (10)
Interest income 242 338 111 127 242
----------------------- ----------------------- -----------------
Total Other Income (Expense) 50,232 338 50,111 (17,373) 50,232
----------------------- ----------------------- -----------------
Net Loss $ (769,939) $ (903,954) $ (501,011) $ (561,378) $ (769,939)
======================= ======================= =================
Comprehensive Loss
Unrealized gain on available
for sale securities - - (200,000) - -
----------------------- ----------------------- -----------------
Total Comprehensive Loss $ (769,939) $ (903,954) $ (701,011) $ (561,378) $ (769,939)
======================= ======================= =================
Net Loss Per Share
- Basic and Diluted $ (0.03) $ (0.04) $ (0.02) $ (0.02) $ (0.03)
======================= ======================= =================
Weighted Average Shares 28,024,040 26,181,470 28,202,370 26,560,812 28,024,040
======================= ======================= =================
See accompanying notes to unaudited financial statements
4
Nortia Capital Partners, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
Period from
May 1, 2006
Six (Inception of
Months Ended Development Stage) to
October 31, October 31,
2006 2005 2006
----------------------- --------------------
Cash Flows From Operating Activities:
Net loss $ (769,939) $ (903,954) $ (769,939)
Adjustments to reconcile net loss to
net cash used in operations:
Stock compensation expense 550,000 - 550,000
Gain on sale of available for sale
securities (50,000) - (50,000)
Contributed services expense - 4,400 -
Amortization of deferred consulting - 61,200 -
Changes in operating assets and
liabilities:
Increase in accounts receivable
- related party (65,000) - (65,000)
Decrease in other receivable 4,150 - 4,150
Decrease in accounts payable (12,194) (62,157) (12,194)
Increase in accrued expenses 36,187 30,503 36,187
----------------------- --------------------
Net Cash Used In Operating Activities (306,796) (870,008) (306,796)
Cash Flows From Investing Activities:
Purchase of property and equipment (2,872) - (2,872)
----------------------- --------------------
Net Cash Used In Investing Activities (2,872) - (2,872)
----------------------- --------------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock 291,229 876,920 291,229
----------------------- --------------------
Net Cash Provided By Financing
Activities 291,229 876,920 291,229
----------------------- --------------------
Net decrease in Cash (18,439) 6,912 (18,439)
----------------------- --------------------
Cash at Beginning of Period 32,401 11,703 32,401
----------------------- --------------------
Cash at End of Period $ 13,962 $ 18,615 $ 13,962
======================= ====================
Supplemental Disclosure of Cash Flow
Information:
- ------------------------------------
Cash paid during the period for:
Interest $ - $ - $ -
======================= ====================
Taxes $ - $ -
======================= ====================
Supplemental Disclosure of Non-Cash
Investing and Financing Transactions:
- -------------------------------------
Conversion of loan receivable to
non-marketable equity securities
at cost $ 100,000 $ - $ 100,000
Common stock issuable for conversion
of accounts payable 5,000 - 5,000
Common stock issued for conversion
of preferred stock - 300 -
See accompanying notes to unaudited financial statements
5
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
Note 1. Basis of Presentation
- ------------------------------
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America and the rules and regulations of the United States
of America Securities and Exchange Commission ("SEC") for interim
financial information. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation
of 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 that 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.
These unaudited financial statements should be read in conjunction
with Nortia Capital Partners, Inc.'s ("Nortia", "we", "us", "our", or
the "Company") audited financial statements and notes thereto for the
year ending April 30, 2006 included in the Company's Form 10-K filed
with the SEC on August 16, 2006.
Previously, the Company's financial statements were prepared in
accordance with the guidance in the AICPA's Audit and Accounting
Guide, "Audits of Investment Companies" because the Company elected to
be regulated as a business development company (a "BDC") under the
Investment Company Act of 1940 (the "1940 Act"), effective January 4,
2005. The Company operated as a BDC for regulatory oversight and
reporting purposes throughout the period covered by its Form 10-K for
the year ended April 30, 2006.
Effective May 2, 2006, the Company filed a Form N-54C with the SEC
withdrawing its election to be regulated as a BDC. The Company has
commenced a new business model whereby it provides merchant banking-
type services to small, private companies seeking to become publicly
held and traded, as discussed further under Note 2 - Nature of
Operations.
The withdrawal of the Company's election to be regulated as a BDC
resulted in a change in its method of accounting. BDC financial
statement presentation and accounting uses the "fair value" method of
accounting, which allows BDCs to value their investments at market
value as opposed to historical cost and to recognize unrealized gains
or losses in operations. As an operating company, the Company will use
either the fair-value or historical-cost methods of accounting for
financial statement presentation and accounting for securities held,
depending on how the investment is classified and how long the Company
intends to hold the investment and recognize unrealized gains or
losses as a component of stockholders' equity. In light of its
limited assets, the effect of the change in method of accounting was
not material. In accordance with generally accepted accounting
principles, the change from a BDC to an operating company has been
retrospectively applied to prior periods.
With the new business model, effective May 2, 2006, the Company has
commenced a new development stage and has not generated any
significant revenue to date from its new business model. The results
of operations for May 1, 2006 through May 2, 2006 were not material
and therefore, the Company will utilize May 1, 2006 as the inception
date for the new development stage.
6
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
Note 2. Nature of Operations and Summary of Significant Accounting
Policies
- --------------------------------------------------------------------
Nature of Operations
Nortia is an Atlanta, Georgia based company that elected to become a
BDC in January 2005, pursuant to the provisions of the 1940 Act. The
Company operated as a BDC for regulatory oversight and reporting
purposes throughout the period covered by its Form 10-K for the period
ended April 30, 2006. Effective May 2, 2006, the Company filed a Form
N-54C with the SEC withdrawing its election to be regulated as a BDC.
The Company has commenced a new business model whereby it provides
merchant banking-type services to small, private companies seeking to
become publicly held and traded, as discussed further below. The
ability of the Company to continue as a going concern is dependent on
the Company's ability to implement its new business plan, raise
capital, and generate revenues. There can be no assurance that the
Company will be successful in implementing its revised business plan
(see Note 3 - Going Concern for further discussion).
History of Company Development
Nortia was organized as BF Acquisition Group I, Inc. under the laws of
the State of Florida on April 15, 1999, as a "shell" company, with
plans to seek business partners or acquisition candidates. Due to
capital constraints, however, we were unable to continue with our
original business plan. In March 2001, we ceased our business
activities and became dormant through May 2003, whereby we incurred
only minimal administrative expenses.
During June 2003, 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. At that time, present management
raised capital and commenced preparations to operate as a BDC, whereby
we intended to operate as an investment company investing in small,
private companies.
Effective August 2, 2004, BF Acquisition Group I, Inc. changed its
name to Nortia Capital Partners, Inc.
On October 15, 2004, we entered into a definitive share exchange
agreement (the "Exchange Agreement") with Global Life Sciences, Inc.
("Global"), a publicly traded Nevada corporation, which then changed
its name to "Nortia Capital Partners, Inc." On December 2, 2004, the
Exchange Agreement was consummated and, pursuant to its terms, we
became a wholly owned subsidiary of the Nevada corporation in a
transaction accounted for as a recapitalization of the Company. On
December 3, 2004, we were merged into the Nevada corporation with the
Nevada corporation surviving. As a result of the recapitalization, we
are no longer a Florida corporation and are now organized under the
laws of the State of Nevada.
On January 4, 2005, we filed Form N-54A with the SEC and elected to be
regulated as a BDC pursuant to Section 54 of the 1940 Act.
The Company expected to invest in emerging and development-stage
companies that intended to be listed and traded on US equity markets,
including the OTC Bulletin Board. It was intended that the primary
use of Company resources would be to invest in private and micro-cap
companies that typically lack the necessary capital and depth of
management to expand their businesses.
7
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
In June 2005, we determined to commence an offering of shares of our
common stock as a BDC in accordance with the exemption from the
registration requirements of the Securities Act of 1933 as provided by
Regulation E. In connection with that prospective offering, we filed
a Form 1-E with the SEC, which was reviewed in the ordinary course,
and with respect to which a comment letter was issued by the SEC staff
to the Company. As a result, we understood we were out of compliance
with certain of the rules and regulations governing the business and
affairs, financial status, and financial reporting items required of
BDCs. Ultimately, the Board of Directors of the Company (the "Board")
caused the Company to take immediate and substantial steps to
remediate certain of the compliance failures, and the Company informed
the SEC staff of these steps.
Accordingly, after careful consideration of the 1940 Act requirements
applicable to BDCs, an evaluation of the Company's ability to operate
as a going concern in an investment company regulatory environment,
the cost of 1940 Act compliance needs and a thorough assessment of
potential alternative business models, the Board determined that
continuation as a BDC was not in the best interest of the Company and
its shareholders. On February 10, 2006, upon the recommendation of
the Board, a majority of the then outstanding shares voted to approve
withdrawal of our election as a BDC.
On May 2, 2006, we filed form N-54C with the SEC formally withdrawing
our election to be subject to the 1940 Act, pursuant to the provisions
of section 54(c) of the Act. As of that date, the Company was no
longer a BDC and now intends to conduct its activities in such a way
that it will not be deemed an "investment company" subject to
regulation under the 1940 Act. Thus, it will not hold itself out as
being engaged primarily in the business of investing, reinvesting or
trading in securities. In addition, the Company intends to conduct its
business in such a manner as to ensure that it will at no time own or
propose to acquire investment securities having a value exceeding 40
percent of the Company's total assets at any one time.
As a result, on September 15, 2006, the Company sold its entire 50,000
share interest in Universal Capital Management, Inc. to an unrelated
third party for a price of $50,000 and received a non interest bearing
note receivable due and payable in six months. The Company liquidated
the Universal position in order to not be subject to the 1940 Act.
However, as of the date of these unaudited financial statements, the
Company currently holds investment securities exceeding 40 percent
(43%) of the Company's total assets.
Management is making every effort to remediate this situation as soon
as practicable. In that regard, the Company is considering all of the
options available to it in order to terminate its investment company
status. There can be no assurance as to when, if at all, the Company
will no longer being an investment company. Because the Company has
operated as an investment company without complying with the 1940 Act,
it is subject to potential enforcement action by the SEC and may be
subject to additional liability.
For the period between January 4, 2005 (commencement of our status as
a BDC) and April 30, 2006, we explored certain investment
opportunities. In July 2005, we entered into an agreement, as our
first project, to acquire a minority equity interest in Holley
Communications Investment, Inc. However, the Company has made the
decision to not pursue this opportunity further. Additionally, in
March 2006, we acquired a minority interest in Knight Energy Corp. The
Company, however, never generated any revenue from its business as a
BDC.
8
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
New Business Model
Subsequent to our withdrawal as a BDC, Nortia changed the nature of
its business focus from investing, owning, holding, or trading in
investment securities to that of an operating company intending to
provide merchant banking-type services to small, private companies
seeking to become publicly held and traded. Specifically, the Company
intends to identify small private companies and assist them with
managerial, accounting and financial advice and help them to raise
necessary capital by introducing them to potential investors. As
compensation for these services, the Company proposes to receive
shares of the companies, which we expect will then be registered in
their initial public offerings. The Company will at all times report
shares it receives as compensation on its periodic reports filed with
the SEC. Upon the client company's initial public offering, the
Company intends to immediately distribute to its shareholders a
portion of the shares held. The Company intends to conduct its
activities in such a way that it will not be deemed an "investment
company" subject to regulation under the 1940 Act. Thus, it will not
hold itself out as being engaged primarily in the business of
investing, reinvesting or trading in securities. In addition, the
Company intends to conduct its business in such a manner as to ensure
that it will at no time own or propose to acquire investment
securities having a value exceeding 40 percent of the Company's total
assets at any one time. However, as discussed above, of the date of
these unaudited financial statements, the Company currently holds
investment securities exceeding 40 percent (43%) of the Company's
total assets. The management of the Company is making every effort to
remediate this issue as soon as practicable. See Note 4 - Investments
& Loan Receivable.
The Company has not engaged in this line of business before and there
is no guarantee that it will be successful in implementing the
business plan, or that, if implemented, it will ever have revenues
from the business.
Significant Accounting Policies
Accounting Estimates
When preparing financial statements in conformity with United States
Generally Accepted Accounting Principles ("U.S. GAAP"), our management
must make estimates based on future events that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
and liabilities as of the date of the financial statements, and
revenues and expenses during the reporting period. Actual results
could differ from these estimates. Significant estimates in the
accompanying financial statements include the determination of the
fair value of financial instruments, the valuation of our investments
and the valuation allowance for deferred tax assets.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments with a
maturity date of three months or less when purchased.
9
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
Accounts Receivable
Accounts receivable result from the sale of the Company's services and
is reported at anticipated realizable value. The Company estimates
its allowance for doubtful accounts based on a specific identification
basis and additional allowances as needed based upon historical
collections experience. Accounts receivable is considered past due if
payment has not been received from the customer within thirty days and
management reviews the customer accounts on a routine basis to
determine if an account should be charged off.
Derivative Instruments
In connection with the sale of debt or equity instruments, we may sell
options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as
derivative liabilities, rather than as equity. Additionally, the debt
or equity instruments may contain embedded derivative instruments,
such as variable conversion options, which in certain circumstances
may be required to be bifurcated from the host instrument and
accounted for separately as a derivative instrument liability.
The identification of, and accounting for, derivative instruments is
complex. Derivative instrument liabilities are re-valued at the end of
each reporting period, with changes in fair value of the derivative
liability recorded as charges or credits to income in the period in
which the changes occur. For options, warrants and bifurcated
conversion options that are accounted for as derivative instrument
liabilities, we determine the fair value of these instruments using
the Black-Sholes option pricing model, binomial stock price
probability trees, or other valuation techniques, sometimes with the
assistance of a certified valuation expert. These models require
assumptions related to the remaining term of the instruments and risk-
free rates of return, our current common stock price and expected
dividend yield, and the expected volatility of our common stock price
based on not only the history of our stock price but also the
experience of other entities considered comparable to us. The
identification of, and accounting for, derivative instruments and the
assumptions used to value them can significantly affect our financial
statements.
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 beneficial conversion terms related
to convertible instruments such as convertible debt or convertible
preferred stock. If the Company issues convertible instruments, 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.
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
10
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
similar maturities. Based on prevailing interest rates and the short-
term maturity of all of our indebtedness, management believes that the
fair value of our obligations approximates book value at October 31,
2006.
Stock-Based Compensation
Prior to its election as a BDC, the Company accounted 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," ("ABP 25") 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 Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"), and Statement of Financial Accounting Standards No. 148
"Accounting for Stock Based Compensation - Transition and Disclosure"
("SFAS 148"), which permits entities to provide pro forma earnings
(loss) per share disclosures for employee stock option grants as if
the fair value based method defined in SFAS 123 had been applied.
The Company accounted for stock options or warrants issued to non-
employees in exchange 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.
Effective May 1, 2006, the Company adopted SFAS No. 123 (Revised),
entitled Share-Based Payment. This revised Statement eliminates the
alternative to use APB 25's intrinsic value method of accounting that
was provided in SFAS No. 123 as originally issued. Under APB 25,
issuing stock options to employees generally resulted in recognition
of no compensation cost. This Statement requires entities to
recognize the cost of employee services received in exchange for
awards of equity instruments based on the grant-date fair value of
those awards. SFAS 123 (Revised) may have an impact and will require
further evaluation by the Company.
Value of Investments
The Company invests in various marketable equity instruments and
accounts for such investments in accordance with Statement of
Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115") (see Note 4 -
Investments and Loan Receivable).
Certain securities that the Company may invest in may be determined to
be non-marketable. Non-marketable securities where the Company owns
less than 20% of the investee are accounted for at cost pursuant to
APB No. 18, "The Equity Method of Accounting for Investments in Common
Stock" ("APB 18").
Management determines the appropriate classification of its
investments at the time of acquisition and reevaluates such
determination at each balance sheet date. Available-for-sale
securities are carried at fair value, with unrealized gains and losses,
11
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
net of tax, reported as a separate component of stockholders' equity.
Investments classified as held-to-maturity are carried at amortized
cost. In determining realized gains and losses, the cost of the
securities sold is based on the specific identification method.
The Company periodically reviews its investments in marketable and
non-marketable securities and impairs any securities whose value is
considered non-recoverable. The Company's determination of whether a
security is other than temporarily impaired incorporates both
quantitative and qualitative information; GAAP requires the exercise
of judgment in making this assessment, rather than the application of
fixed mathematical criteria. The Company considers a number of factors
including, but not limited to, the length of time and the extent to
which the fair value has been less than cost, the financial condition
and near term prospects of the issuer, the reason for the decline in
fair value, changes in fair value subsequent to the balance sheet
date, and other factors specific to the individual investment. The
Company's assessment involves a high degree of judgment and
accordingly, actual results may differ materially from the Company's
estimates and judgments. The Company recorded no impairment charges
for securities during the six or three month periods ended October 31,
2006 and 2005, respectively.
Revenue Recognition
The Company recognized revenues in accordance with the guidance in the
SEC 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 reasonably assured.
Income Taxes
Income taxes are accounted for under the asset and liability method of
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes ("SFAS 109")." Under SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Under SFAS 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. In assessing the recoverability of
deferred tax assets and liabilities, management considers whether it
is more likely than not that some portion or all of the deferred tax
assets and liabilities will be realized.
Income (Loss) per Share of Common Stock
Basic earnings per share ("EPS") 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.
The Company previously announced that its Board of Directors had
approved a two-for-one stock split of its common shares. The record
date for the split was February 28, 2005 and the pay date was 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.
12
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
At October 31, 2006, there were warrants to purchase 1,960,410 shares
of the Company's common stock which may dilute future earnings per
share. The October 31, 2006 total includes 1,196,155 warrants
exercisable and 764,255 warrants that will become exercisable at the
closing date of the existing private placement offering, which had not
occurred as of the date of these unaudited financial statements.
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 had
a net loss of $769,939 (inclusive of a one time $550,000 non-cash
stock compensation charge) and net cash used in operations of $306,796
for the six months ended October 31, 2006. The Company has an
accumulated deficit of $6,412,035 and a deficit accumulated during the
development stage of 769,939 at October 31, 2006.
The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its new business model,
raise capital, and generate revenues. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
We plan on generating revenues from our new business model by
providing merchant banking-type services to small, private companies
seeking to become publicly held and traded. Specifically, the Company
intends to identify small, private companies and assist them with
managerial, accounting and financial advice and help them to raise
necessary capital by introducing them to potential investors. As
compensation for these services, the Company proposes to receive
shares of the companies, which we expect will then be registered in
their initial public offerings.
The time required for us to become profitable from operations is
highly uncertain, and we cannot assure you that we will achieve or
sustain operating profitability or generate sufficient cash flow to
meet our planned capital expenditures and working capital
requirements. If required, our ability to obtain additional financing
from other sources also depends on many factors beyond our control,
including the state of the capital markets and the prospects for our
business. The necessary additional financing may not be available to
us or may be available only on terms that would result in further
dilution to the current owners of our common stock.
Note 4. Investments and Loan Receivable
- ----------------------------------------
In April and May 2004, we paid $6,500 for professional services for
four companies and recorded a $1,625 receivable from each company.
For three of these companies, we agreed to receive shares of their
common stock instead of the cash due of $1,625 each. The remaining
$1,625 from the final company is not collectible. All of these
companies had a limited operating history and a significant
stockholders' deficiency and there was no practical way to value the
common stock. For the three companies that we received common stock,
we recorded an impairment loss for the combined $4,875 of investments
13
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
in our statement of operations for the year ended April 30, 2005. For
the remaining company that we did not receive common stock from, we
recorded $1,625 of bad debt expense in our statement of operations for
the year ended April 30, 2005.
In June 2006, one of the companies that we received common stock for
as discussed above commenced trading on the Over the Counter Bulletin
Board and changed its name to Universal Capital Management, Inc.
("Universal"). Universal is a venture capital firm specializing in
emerging growth and late stage companies. The firm primarily seeks to
invest in the consumer products, business services, healthcare
services, medical devices, and nanotechnology sectors. It invests in
equity; equity related securities, a combination of debt and equity
instruments, as well as other beneficial ownership interest including
warrants, options, and convertible or exchangeable securities. The
Company owned 50,000 common shares of Universal, which it acquired in
November 2004 for $1,625 and which represented a non-controlling
position of approximately 1% of the outstanding common stock of
Universal. As discussed in the preceding paragraph, the entire $1,625
purchase price was impaired previously and the Company's basis in
Universal was zero.
As of July 31, 2006, the Company valued the Universal investment at
$200,000, and recorded this amount as an unrealized gain on available
for sale equity securities in the stockholders' equity section of the
financial statements as of July 31, 2006. In accordance with SFAS
115, the Company had classified the investment as an available-for-
sale marketable security at fair value in the financial statements as
of July 31, 2006.
On September 15, 2006, the Company sold its entire 50,000 share
interest in Universal to an unrelated third party for a price of
$50,000 and received a non interest bearing note receivable due and
payable in six months. The Company liquidated the Universal position
in order to not be subject to the 1940 Act. Accordingly, the Company
has recorded the transaction as note receivable with an offset as a
gain on the sale of available for sale securities. As a result of
the sale, during the three months ended October 31, 2006, the Company
reversed the $200,000 unrealized gain on available for sale securities
previously recorded.
In April 2004, we acquired 2,587,983 shares for a purchase price of
$43,706 representing approximately 11% of Avix Technologies, Inc.
("Avix"), a publicly held company that emerged from bankruptcy under
Chapter 11 of the federal bankruptcy code. There was a minimal active
trading market for the shares and the company was in the process of
developing its primary product to offer to the market. Accordingly,
the Company recorded an impairment loss in fiscal year 2004 for the
entire $43,706, which was classified as impairment of investments. In
early August 2006, we determined that Avix had ceased business by
filing for liquidation of its assets with the bankruptcy court.
However, since the Company has previously impaired the entire
investment, there is no effect on the financial statements of the
Company.
In July 2005, the Company announced the execution of a definitive
Share Exchange Agreement by and among Holley Communications, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company (the
"Investment Sub"), Holley Communications Canada, Inc., a Canadian
Corporation ("Holley Canada"), and us. Pursuant to the Share Exchange
Agreement and subject to certain closing conditions, the Investment
Sub will issue 28,500,000 shares of its common stock, equivalent to
95% of its then-issued and outstanding common stock, to Holley Canada.
In exchange, Holley Canada will transfer and assign all of Holley
Canada's equity interest in Holley Communications Investment, Inc., a
British Virgin Islands company ("Holley Communications"), to the
14
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
Investment Sub. Holley Communications is a provider of wireless
communication technology application and integrated solutions in
China. Specifically, it is engaged in two segments of the mobile
communications business: a handset segment and a system integration
segment. Its handset segment focuses on research and development,
operation, distribution and retail and provides customers with handset
solutions, reference design, module and handset. Its system segment
focuses on voice quality enhancement system application, integration,
sales and engineering services. In October 2006, the Company made the
decision to terminate the definitive Share Agreement and all
discussions related to a transaction have ceased.
In December 2005, the Company signed a letter of intent to provide
$100,000 of funding for All American Pet, Inc., ("AAPC"), a New York
corporation, with its principal office in Encino, California. AAPC
produces, markets, and sells super premium dog food primarily through
supermarkets and grocery stores and has secured commitments to
distribute its products through approximately 6,000 supermarkets and
grocery stores. As of April 30, 2006, the Company had funded the
entire $100,000 commitment and was working on a formal agreement for
the terms of the funding. Accordingly, the $100,000 was recorded as a
Loan Receivable in the Financial Statements as of April 30, 2006. In
May 2006, the Company formally completed an agreement related to the
$100,000 of funding provided to AAPC. The agreement grants the
Company 750, 000 common shares of AAPC, representing a non-controlling
equity position of approximately 7% of AAPC as of October 31, 2006.
Additionally, the Company received 500,000 warrants to purchase AAPC
shares at $0.50 per share. As a result of the agreement, the
Company's Loan Receivable position of $100,000 as of April 30, 2006
was converted to an investment in common shares of AAPC. The Company
evaluated the investment as of October 31, 2006 and since there is no
trading market for the common stock, considered numerous factors in
its impairment evaluation. As a result of this analysis, the Company
believes that the investment is not impaired and the historical cost
of $100,000 has been utilized as the value as of October 31, 2006. In
accordance with APB 18, the Company had classified the investment as a
non-marketable security at cost in the accompanying financial
statements.
In March 2006, the Company acquired 1,250,000 shares, representing a
non-controlling equity position of approximately 7% of the common
shares outstanding of Knight Energy Corp. ("Knight") for a purchase
price of $1,250. Knight is a holding company that operates and
develops energy related businesses and assets. In March of 2006,
Knight acquired a 75% equity interest in an independent oil and gas
services company that owns an executed lease agreement among other
assets in Stephens County, Texas. The lease agreement contains
approximately 160 acres that includes four producing natural gas
wells. Stephens County has been a successful producer of oil and gas
over the last fifty years. Subsequently, Knight acquired the remaining
25% interest and now owns 100% of the independent oil and gas services
company. Knight also owns and operates its own drilling rig that will
be used to drill additional wells on the current leased property as
well as other potential properties that Knight is reviewing for
consideration. Knight is currently reviewing further acquisitions and
investments in the oil and gas industry as well as other energy
related businesses and assets. Nortia has agreed to provide Knight
with merchant banking services that include advice on mergers and
acquisitions, capital markets, public markets strategies and raising
capital. In exchange for these services, Knight has granted Nortia
warrants to purchase additional common shares. Nortia received
1,250,000 warrants to purchase Knight common shares with an exercise
price of $.50, as well as 1,250,000 warrants to purchase Knight common
shares with an exercise price of $1.00. The Company evaluated the
warrants in accordance with Statement of Financial Accounting
Standards No. 123 "FASB 123" and utilized the Black Scholes method to
determine valuation. As a result of its evaluation, no value was
assigned to the warrants as the exercise price was significantly
greater than the fair value of the warrants, resulting in a fair value
15
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
of zero under the Black-Scholes method. See Note 7 - Related Party
Transactions.
In June 2006, Knight executed a stock exchange agreement with
Integrated Technology Group, Inc. ("ITGI"), which, upon closing, would
result in the former stockholders of Knight owning approximately 85
percent, or 16,762,505 shares, of the issued and outstanding common
stock of ITGI. In connection with this transaction, ITGI has changed
its name to Knight. ITGI securities are currently traded over-the-
counter on the pink sheets under the symbol "KNEC." However, the
stock exchange agreement has not closed as of the date of these
unaudited financial statements. Therefore, in accordance with APB 18,
the Company had classified the investment as a non-marketable security
at cost or $1,250. Additionally, since the investment is with a
related party, the Company has classified the investment separately as
a related party transaction in the accompanying financial statements.
The Company intends to conduct its activities in such a way that it
will not be deemed an "investment company" subject to regulation under
the 1940 Act. Thus, it will not hold itself out as being engaged
primarily in the business of investing, reinvesting or trading in
securities. In addition, the Company intends to conduct its business
in such a manner as to ensure that it will at no time own or propose
to acquire investment securities having a value exceeding 40 percent
of the Company's total assets at any one time.
As discussed above, on September 15, 2006, the Company sold its entire
50,000 share interest in Universal to an unrelated third party for a
price of $50,000 and received a non interest bearing note receivable
due and payable in six months. The Company liquidated the Universal
position in order to not be subject to the 1940 Act. However, as of
the date of these unaudited financial statements, the Company
currently holds investment securities exceeding 40 percent (43%) of
the Company's total assets.
Management is making every effort to remediate this situation as soon
as practicable. In that regard, the Company is considering all of the
options available to it in order to terminate its investment company
status. There can be no assurance as to when, if at all, the Company
will no longer being an investment company. Because the Company has
operated as an investment company without complying with the 1940 Act,
it is subject to potential enforcement action by the SEC and may be
subject to additional liability. See Note 2 - Nature of Operations and
Summary of Significant Accounting Policies.
Note 5. Stockholders' Equity
- -----------------------------
Capital Structure
We are authorized to issue up to 50,000,000 shares of our common
stock, $0.001 par value per share, of which 26,494,054 were issued and
outstanding at October 31, 2006, after giving consideration to
5,104,406 common shares previously issued by the Company's transfer
agent that were returnable to the Company under a mutual rescission
agreement. The mutual rescission agreement was a component of a
December 2004 transaction accounted for as a recapitalization of the
Company. These shares have been restricted as to transfer by the
transfer agent and are not included in outstanding shares at October
31, 2006. As of October 31, 2006, 3,300,021 of these shares had been
returned and cancelled by the Company's transfer agent.
The holders of the Company's common stock do not have any preemptive
right to subscribe for, or purchase, any shares of any class of stock.
Additionally, we have 1,964,955 shares that are issuable and
outstanding at October 31, 2006. Including issuable shares, we have
28,459,009 shares outstanding and issuable as of October 31, 2006.
16
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
We were previously authorized to issue up to 5,000,000 shares of
preferred stock, $0.001 par value per share, of which 300,000,
designated as Series A, were authorized, issued and outstanding at
July 31, 2005. In September 2005, such shares were converted into an
aggregate of 600,000 post-split Common Shares and the authorization
for Series A Preferred Stock has been cancelled. Accordingly, at
October 31, 2006, the Company had no preferred stock authorized,
issued and outstanding.
Common Stock and Common Stock Issuable
At January 31, 2005, we had $504,000 of ten percent (10%) debentures
outstanding. Utilizing an effective date of April 15, 2005, the
entire $504,000 was exchanged for the Company's $0.001 par value
common stock at an exchange rate of $0.25 per share. Additionally, an
amount equal to twenty percent (20%) of the debenture principal
exchange shares was granted in lieu of accrued interest and penalties.
As of January 31, 2005, $228,000 of the Debentures were in default as
the term was for one (1) year and the debenture provisions included a
penalty of five percent (5%) for any default that occurs. As a
result of the debenture exchange, we recorded 2,427,200 shares of our
common stock as issuable at April 30, 2005 and recorded a loss on
exchange of debt during fiscal 2005 in the amount of $2,104,285 in the
statement of operations. The loss on exchange of debt was calculated
utilizing a $1.10 per share fair market value for our common stock,
obtained from a recent private placement offering. In September and
October 2006, all of the shares were issued by the transfer agent and
transferred by the Company from Common Stock issuable to Common Stock
in the accompanying financial statements.
From November 2004 through February of 2005, we received $188,000 of
proceeds from the issuance of promissory notes to several parties.
The promissory note terms earned interest at ten percent (10%) per
annum, payable in ninety (90) days from the date of the promissory
notes. Utilizing an effective date of April 15, 2005, the entire
$188,000 was exchanged for the Company's $0.001 par value common stock
at an exchange rate of $0.25 per share. No exchange of accrued
interest was offered in the exchange documents. As a result of the
promissory note exchange, we recorded 752,000 shares of our common
stock as issuable at April 30, 2005 and recorded a loss on exchange of
debt during fiscal 2005 in the amount of $634,273 in the statement of
operations. The loss on exchange of debt was calculated utilizing a
$1.10 per share fair market value for our common stock, obtained from
a recent private placement offering. In September 2006, all of the
shares were issued by the transfer agent and transferred by the
Company from Common Stock issuable to Common Stock in the accompanying
financial statements.
In April 2005, the Company initiated a private placement offering for
the issuance of up to 1,000,000 units at an offering price of $1.10
per share ("Unit"). Each Unit consisted of one share of the Company's
$0.001 par value common stock and one two-year warrant to purchase the
Company's common stock at an exercise price of $2.00 per share. The
offering included an option for an over-allotment of up to 200,000
units or a maximum issuance of 1,200,000 units. Effective January 16,
2006, the offering was terminated and in total, the Company received
$1,315,770 of proceeds from the issuance of the Units, representing
1,196,155 shares of common stock and 1,196,155 two-year warrants to
purchase common stock at $2.00 per share. As of October 31, 2006,
none of the common stock has been issued and is classified as common
stock issuable in the accompanying financial statements.
In January 2006, the Company initiated a new private placement
offering for the issuance of up to 1,000,000 units at an offering
price of $1.10 per share ("Unit"). Each Unit consisted of one share
of the Company's $0.001 par value common stock and one two-year
warrant to purchase the Company's common stock at an exercise price of
$2.00 per share. The offering included an option for an over-
17
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
allotment of up to 200,000 units or a maximum issuance of 1,200,000
units. As of October 31, 2006, the Company has received $840,679 of
proceeds from the issuance of the Units ($549,450 and $291,229 in
fiscal years 2006 and 2007, respectively), representing 764,255 shares
of common stock and 764,255 two-year warrants to purchase common stock
at $2.00 per share. As of October 31, 2006, none of the common stock
has been issued and is classified as common stock issuable in the
accompanying financial statements.
In total for the combined private placements, from April 2005 through
October 31, 2006, the Company has received $2,146,449 of proceeds from
the issuance of the Units ($86,350, $1,778,870 and $291,229 in fiscal
years 2005, 2006 and 2007, respectively), representing 1,960,410
shares of common stock and 1,960,410 two-year warrants to purchase
common stock at $2.00 per share.
The private placement offerings were offered without registration
under the Securities Act of 1933, as amended, pursuant to the
exemptions provided by Section 4(2) thereof and Rule 506 of Regulation
D (or Rule 903 of Regulation S where investor is a non-U.S. person)
promulgated by the SEC.
For the two private placement offerings discussed above, the warrants
issued pursuant to each offering become exercisable at each closing
date of the private placement offering. At October 31, 2006, there
were warrants to purchase 1,960,410 shares of the Company's common
stock, of which 1,196,155 warrants were exercisable and 764,255
warrants that will become exercisable at the closing date of the
existing private placement offering, which had not occurred as of the
date of these unaudited financial statements.
The Company evaluated the 1,196,155 warrants from the April private
placement that has closed and that are exercisable in accordance with
FAS 123 and utilized the Black Scholes method to determine valuation.
As a result of its evaluation, a valuation of approximately $803,000
was assigned to the warrants and was recorded to additional paid in
capital as the warrants were a component of a private placement
offering. The warrants from the second private placement offering
will be evaluated when the offering is closed and the warrants become
exercisable.
In September 2005, the Company issued 600,000 post-split shares of
common stock from the conversion of 300,000 shares of Series A
Preferred Stock discussed above.
18
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
Warrants
As discussed previously, in April 2005, the Company initiated a
Private Placement Offering for the issuance of up to 1,000,000 units
at an offering price of $1.10 per share. Each unit consists of one
share of the Company's $0.001 par value common stock and one two-year
warrant to purchase the Company's common stock at an exercise price of
$2.00 per share. The offering included an option for an over-
allotment of up to 200,000 units or a maximum issuance of 1,200,000
units. Effective January 16, 2006, the offering was terminated and in
total, the Company received $1,315,770 of proceeds from the issuance
of the Units, representing 1,196,155 shares of common stock and
1,196,155 two-year warrants to purchase common stock at $2.00 per
share.
In January 2006, the Company initiated a new private placement
offering for the issuance of up to 1,000,000 units at an offering
price of $1.10 per share ("Unit"). Each Unit consisted of one share
of the Company's $0.001 par value common stock and one two-year
warrant to purchase the Company's common stock at an exercise price of
$2.00 per share. The offering included an option for an over-
allotment of up to 200,000 units or a maximum issuance of 1,200,000
units. As of October 31, 2006, the Company has received $840,679 of
proceeds from the issuance of the Units ($549,450 and $291,229 in
fiscal years 2006 and 2007, respectively), representing 764,255 shares
of common stock and 764,255 two-year warrants to purchase common stock
at $2.00 per share. As of October 31, 2006, none of the common stock
has been issued and is classified as common stock issuable in the
accompanying financial statements.
In total for the combined private placements, from April 2005 through
October 31, 2006, the Company has received $2,146,449 of proceeds from
the issuance of the Units ($86,350, $1,778,870 and $291,229 in fiscal
years 2005, 2006 and 2007, respectively), representing 1,960,410
shares of common stock and 1,960,410 two-year warrants to purchase
common stock at $2.00 per share.
For the two private placement offerings discussed above, the warrants
issued pursuant to each offering become exercisable at each closing
date of the private placement offering. At October 31, 2006, there
were warrants to purchase 1,960,410 shares of the Company's common
stock, of which 1,196,155 warrants were exercisable and 764,255
warrants that will become exercisable at the closing date of the
existing private placement offering, which had not occurred as of the
date of these unaudited financial statements.
The private placement offerings were offered without registration
under the Securities Act of 1933, as amended, pursuant to the
exemptions provided by Section 4(2) thereof and Rule 506 of Regulation
D (or Rule 903 of Regulation S where investor is a non-U.S. person)
promulgated by the SEC.
The Company evaluated the 1,196,155 warrants from the April private
placement, that has closed and that are exercisable, in accordance
with FAS 123 and utilized the Black Scholes method to determine
valuation. As a result of its evaluation, a valuation of
approximately $803,000 was assigned to the warrants and was recorded
to additional paid in capital, as the warrants were a component of a
private placement offering. The warrants from the second private
placement offering will be evaluated when the offering is closed and
the warrants become exercisable.
19
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
The following table summarizes activity related to warrants during the
six months ended October 31, 2006:
Number of Shares Weighted Average
Exercise Price
Balance at April 30, 2006 1,695,655 $ 2.00
Granted 264,755 2.00
Exercised - -
Forfeited - -
--------- ----------
Balance at October 31, 2006 1,960,410 $ 2.00
========= ==========
All warrants to purchase our common stock were issued with exercise
prices equal to or greater than fair market value on the date of
issuance.
The terms of exercisable warrants to purchase our common stock are
summarized below:
Weighted
Number Average Weighted Number Weighted
Range of Outstanding at Remaining Average Exercisable at Average
Exercise October 31, Contractural Exercise October 31, Exercise
Prices 2006 Life Price 2006 Price
- --------------------------------------------------------------------------------
$2.00 1,960,410 2.00 years $2.00 1,196,155 $2.00
===== ========= ========== ===== ========= =====
Note 6. 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.
Our corporate office is in Atlanta, Georgia, and we currently do not
have a lease and are not paying rent for this space. It is being
provided to the Company by an officer/director free of charge (See
Note 7 - Related Party Transactions). Usage of this office space and
the related value is de minimis. Therefore, no expense has been
recorded in the accompanying unaudited financial statements.
Additionally, we utilize executive office space in both New York and
Los Angeles on a month-to-month basis. The cost of this space is
recorded as office rent in the accompanying unaudited financial
statements. We expect we will have to lease more substantial
corporate office space in the near future and that the cost of the
space may be material to our operations.
As discussed previously in Note 2 - Nature of Operations and Summary
of Significant Accounting Policies and Note 4 - Investments and Loan
Receivable, as of October 31, 2006, the Company fell within the
definition of an "investment company" in the 1940 Act. Thus, the
Company is in violation of the 1940 Act because it is neither
registered as an investment company nor has it elected to be
registered as a business development company under that Act. Further,
it is not in compliance with the numerous and complex provisions of
the 1940 Act applicable to it as an entity meeting the definition of
an "investment company."
20
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2006
(Unaudited)
Management is making every effort to remediate this situation as soon
as practicable. In that regard, the Company is considering all of the
options available to it in order to terminate its investment company
status. There can be no assurance as to when, if at all, the Company
will no longer being an investment company. Because the Company has
operated as an investment company without complying with the 1940 Act,
it is subject to potential enforcement action by the SEC and may be
subject to additional liability.
Note 7. Related Party Transactions
- -----------------------------------
As discussed in Note 6 - Commitments and Contingencies, for our
corporate office in Atlanta, Georgia, we currently do not have a lease
and we are not paying rent. It is being provided to the Company by an
officer/director free of charge. Usage of this office space and the
related value is de minimis. Therefore, no expense has been recorded
in the accompanying Financial Statements. We expect we will have to
lease more substantial corporate office space in the near future and
that the cost of the space may be material to our operations.
As discussed in Note 4 - Investments and Loan Receivable, in March
2006, the Company acquired 1,250,000 shares of Knight Energy Corp.
("Knight") for a purchase price of $1,250. Knight is a holding
company that operates and develops energy related businesses and
assets. Nortia has agreed to provide Knight with merchant banking
services that include advice on mergers and acquisitions, capital
markets, public markets strategies and raising capital. In exchange
for these services, Knight has granted Nortia warrants to purchase
additional common shares. Nortia received 1,250,000 warrants to
purchase Knight common shares with an exercise price of $.50, as well
as 1,250,000 warrants to purchase Knight common shares with an
exercise price of $1.00. Although the Nortia investment in Knight
represents only approximately seven percent (7%) of the outstanding
shares of Knight, the Company's CEO and CFO are also the CEO and CFO
of Knight.
In August and September 2006, the Company recorded $140,000 of revenue
from two related parties. In August 2006, the Company recorded
$65,000 of consulting revenue from AAPC, a company that Nortia holds
an ownership position as discussed in Note 4 - Investments and Loan
receivable. As of October 31, 2006, the accounts receivable balance
has not been collected. However, management has discussed the balance
with AAPC and is confident as to its collectibility in full. In
August and September 2006, the Company recorded $75,000 of consulting
revenue from Knight, a company that Nortia holds an ownership position
in as discussed in Note 4 - Investments and Loan receivable. As of
October 31, 2006, the entire $75,000 accounts receivable balance was
collected in full by the Company.
Note 8. Concentration of Risk
- ------------------------------
Our financial instruments that are potentially exposed to credit risk
consist primarily of cash. At certain times during the year our demand
deposits held in banks exceeded the federally insured limit of
$100,000.
21
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The following analysis of our financial condition and results of
operations contained in this section should be read in conjunction
with our unaudited financial statements and related notes and
schedules thereto appearing elsewhere in this Quarterly Report, as
well as the sections entitled "Selected Financial Data" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the financial statements and related notes
and schedules thereto included in our annual report on Form 10-K for
the year ended April 30, 2006.
This Quarterly Report, including the Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements that involve substantial risks and
uncertainties. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and
projections about our industry, our beliefs, and our assumptions.
Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", and "estimates" and variations of these words and
similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties, and other factors, some of
which are beyond our control and difficult to predict and could cause
actual results to differ materially from those expressed or forecasted
in the forward-looking statements, including without limitation:
* economic downturns or recessions may impair our performance;
* a contraction of available credit and/or an inability to access
the equity markets could impair our activities;
* the risks associated with the possible disruption in the
Company's operations due to terrorism;
* future changes in laws or regulations and conditions in our
operating areas; and
* the risks, uncertainties and other factors we identify from time
to time in our filings with the Securities and Exchange Commission,
including our Form 10-Ks, Form 10-Qs and Form 8-Ks.
Although we believe that the assumptions on which these forward-
looking statements are based are reasonable, any of those assumptions
could prove to be inaccurate, and as a result, the forward-looking
statements based on those assumptions also could be inaccurate. In
light of these and other uncertainties, the inclusion of a projection
or forward-looking statement in this Quarterly Report should not be
regarded as a representation by us that our plans and objectives will
be achieved. You should not place undue reliance on these forward-
looking statements, which apply only as of the date of this Quarterly
Report. We undertake no obligation to update such statements to
reflect subsequent events.
Overview
Nortia is an Atlanta, Georgia based firm that elected to become a BDC
in January 2005, pursuant to the provisions of the 1940 Act. The
Company operated as a BDC for regulatory oversight and reporting
22
purposes throughout the period covered by its Form 10-K for the period
ended April 30, 2006. Effective May 2, 2006, the Company filed a Form
N-54C with the SEC withdrawing its election to be regulated as a BDC.
The Company has commenced a new business model whereby it provides
merchant banking-type services to small, private companies seeking to
become publicly held and traded, as discussed further below. The
ability of the Company to continue as a going concern is dependent on
the Company's ability to implement its new business plan, raise
capital, and generate revenues. There can be no assurance that the
Company will be successful in implementing its revised business plan.
Subsequent to our withdrawal as a BDC, Nortia has changed the nature
of its business focus from investing, owning, holding, or trading in
investment securities toward that of an operating company intending to
pursue a business model whereby it will provide merchant banking-type
services to small, private companies seeking to become publicly held
and traded. Specifically, the Company intends to identify small
private companies and assist them with managerial, accounting and
financial advice and help them to raise necessary capital by
introducing them to potential investors. As compensation for these
services, the Company proposes to receive shares of the companies,
which we expect will then be registered in their initial public
offerings. The Company will report shares it receives as compensation
on its periodic reports filed with the SEC. Upon the initial public
offering, the Company will immediately distribute to its shareholders
a portion of the shares held. The Company intends to conduct its
activities in such a way that it will not be deemed an "investment
company" subject to regulation under the 1940 Act. Thus, it will not
hold itself out as being engaged primarily in the business of
investing, reinvesting or trading in securities. In addition, the
Company intends to conduct its business in such a manner as to ensure
that it will at no time own or propose to acquire investment
securities having a value exceeding 40 percent of the Company's total
assets at any one time.
The Company owned 50,000 common shares of Universal Capital
Management, Inc. ("Universal"), which it acquired in November 2004 for
$1,625 and which represented a non-controlling position of
approximately 1% of the outstanding common stock of Universal. On
September 15, 2006, the Company sold its entire 50,000 share interest
in Universal to an unrelated third party for a price of $50,000 and
received a non interest bearing note receivable due and payable in six
months. The Company liquidated the Universal position in order to not
be subject to the 1940 Act. Accordingly, the Company has recorded the
transaction as note receivable with an offset as a gain on the sale of
available for sale securities. As a result of the sale, during the
three months ended October 31, 2006, the Company reversed the $200,000
unrealized gain on available for sale securities previously recorded.
As of October 31, 2006, the Company fell within the definition of an
"investment company" in the 1940 Act. The Company is not registered
as an investment company nor has it elected to be registered as a
business development company under that Act, as would be required for
companies which hold investment securities having a value exceeding 40
percent of the value of such company's total assets on an
unconsolidated basis. Further, it is not in compliance with other
provisions of the 1940 Act applicable to investment companies and,
therefore, may be subject to potential regulatory action by Federal
and state regulators and other potential litigation.
The Company is considering all of the options available to it in order
to comply with applicable regulations including, but not limited to,
terminating its investment company status by selling sufficient shares
of its remaining investments. There can be no assurance as to if or
how the Company will resolve the issues caused by its status as an
unregistered investment company.
The Company has not engaged in this line of business before and there
is no guarantee that it will be successful in implementing the
business plan, or that if implemented, it will ever have revenues from
the business.
23
Going Concern
Our long-term viability as a going concern is dependent on certain key
factors, as follows:
* The ability to continue to obtain sources of outside financing to
support near term operations and to allow us to continue to make
investments.
* The ability to increase profitability and sustain a cash flow
level that will ensure support for continuing operations.
As reflected in the accompanying financial statements, the Company had
a net loss of $769,939 (inclusive of a one time $550,000 non-cash
stock compensation charge) and net cash used in operations of $306,796
for the six months ended October 31, 2006. The Company has an
accumulated deficit of $6,412,035 and a deficit accumulated during the
development stage of 769,939 at October 31, 2006.
The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its new business model,
raise capital, and generate revenues. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
We plan on generating revenues from our new business model by
providing merchant banking-type services to small, private companies
seeking to become publicly held and traded. Specifically, the Company
intends to identify small, private companies and assist them with
managerial, accounting and financial advice and help them to raise
necessary capital by introducing them to potential investors. As
compensation for these services, the Company proposes to receive
shares of the companies, which we expect will then be registered in
their initial public offerings.
The time required for us to become profitable from operations is
highly uncertain, and we cannot assure you that we will achieve or
sustain operating profitability or generate sufficient cash flow to
meet our planned capital expenditures and working capital
requirements. If required, our ability to obtain additional financing
from other sources also depends on many factors beyond our control,
including the state of the capital markets and the prospects for our
business. The necessary additional financing may not be available to
us or may be available only on terms that would result in further
dilution to the current owners of our common stock.
Critical Accounting Estimates and Policies
The methods, estimates and judgment we use in applying our most
critical accounting policies have a significant impact on the results
we report in our financial statements. The SEC has defined the most
critical accounting policies as the ones that are most important to
the portrayal of our financial condition and results, and require us
to make our most difficult and subjective judgments, often as a result
of the need to make estimates of matters that are inherently
uncertain. Based upon this definition, our most critical estimates
include the valuation of our financial instruments, valuation of our
investments, revenue recognition and the valuation allowance for
deferred tax assets. We also have other key accounting estimates and
policies, but we believe that these other policies either do not
generally require us to make estimates and judgments that are as
difficult or as subjective, or it is less likely that they would have
a material impact on our reported results of operations for a given
period. For additional information, see Note 2 "Nature of Operations
and Summary of Significant Accounting Policies" in the notes to our
unaudited financial statements contained in this Quarterly Report.
24
Although we believe that our estimates and assumptions are reasonable,
they are based upon information presently available. Actual results
may differ significantly from these estimates.
Fair Value of Financial Instruments
We define the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction
between willing parties. The carrying value of accounts receivable,
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 October 31, 2006.
Valuation of Investments
The Company invests in various marketable equity instruments and
accounts for such investments in accordance with Statement of
Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115").
Certain securities that the Company may invest in may be determined to
be non-marketable. Non-marketable securities where the Company owns
less than 20% of the investee are accounted for at cost pursuant to
APB No. 18, "The Equity Method of Accounting for Investments in Common
Stock" ("APB 18").
Management determines the appropriate classification of its investments
at the time of acquisition and reevaluates such determination at each
balance sheet date. Available-for-sale securities are carried at fair
value, with unrealized gains and losses, net of tax, reported as a
separate component of stockholders' equity. Investments classified as
held-to-maturity are carried at amortized cost. In determining realized
gains and losses, the cost of the securities sold is based on the
specific identification method.
The Company periodically reviews its investments in marketable and
non-marketable securities and impairs any securities whose value is
considered non-recoverable. The Company's determination of whether a
security is other than temporarily impaired incorporates both
quantitative and qualitative information; GAAP requires the exercise
of judgment in making this assessment, rather than the application of
fixed mathematical criteria. The Company considers a number of factors
including, but not limited to, the length of time and the extent to
which the fair value has been less than cost, the financial condition
and near term prospects of the issuer, the reason for the decline in
fair value, changes in fair value subsequent to the balance sheet
date, and other factors specific to the individual investment. The
Company's assessment involves a high degree of judgment and
accordingly, actual results may differ materially from the Company's
estimates and judgments. The Company recorded no impairment charges
for securities during the six or three month periods ended October 31,
2006 and 2005, respectively.
Revenue Recognition
The Company recognized revenues in accordance with the guidance in
the SEC 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 reasonably assured.
25
Income Taxes
Income taxes are accounted for under the asset and liability method
of Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Under SFAS 109, the effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that
includes the enactment date. In assessing the recoverability of
deferred tax assets and liabilities, management considers whether it
is more likely than not that some portion or all of the deferred tax
assets and liabilities will be realized.
26
Results of Operations
Financial Analysis of the Six and Three Months Ended October 31, 2006 and 2005
- ------------------------------------------------------------------------------
Six Three
Months Ended Months Ended
October 31, October 31,
2006 2005 2006 2005
------------------------ ------------------------
Revenues $ 140,000 - 140,000 -
Operating Expenses
General and administrative 128,311 203,941 50,494 109,845
Rent 10,754 13,295 5,350 1,218
Consulting 43,181 108,580 40,181 71,724
Stock compensation 550,000 - 550,000 -
Compensation 133,758 333,171 16,148 203,411
Professional 94,167 245,305 28,949 157,807
------------------------ ------------------------
Total Operating Expenses 960,171 904,292 691,122 544,005
------------------------ ------------------------
Operating Loss (820,171) (904,292) (551,122) (544,005)
Other Income
Gain on sale of available
for sale securities 50,000 - 50,000 -
Interest expense (10) - - (17,500)
Interest income 242 338 111 127
------------------------ ------------------------
Other Income 50,232 338 50,111 (17,373)
------------------------ ------------------------
Net Loss $ (769,939) $ (903,954) $ (501,011) $ (561,378)
======================== ========================
Comprehensive Loss
Unrealized gain on available
for sale securities - - (200,000) -
------------------------ ------------------------
Total Comprehensive Loss $ (769,939) $ (903,954) $ (701,011) $ (561,378)
======================== ========================
Six Months Ended October 31, 2006 Compared with Six Months Ended
- ----------------------------------------------------------------
October 31, 2005
- ----------------
Revenues:
- ---------
Revenues increased $140,000 to $140,000 for 2006 from zero in 2005.
The Company has recently commenced a new development stage and new
business model as previously discussed and had its first revenues from
the new business model in 2006.
27
Operating Expenses:
- -------------------
Operating expenses increased $55,878, or 6%, to $960,170 for 2006 from
$904,292 for 2005. The increase was primarily the result of a
$550,000 increase in stock compensation offset by a $199,413 decrease
in compensation, a $151,138 decrease in professional, a $75,630
decrease in general and administration and a $65,399 decrease in
consulting. The increase in stock compensation was for stock issued
to an officer for services. The decrease in compensation was directly
related to a lack of cash available to pay compensation and
management's desire to forgo compensation in order to provide
financing for operational requirements to grow the business. The
decrease in professional and consulting was primarily from a decrease
in legal expense because in 2005, the Company was gearing up for the
extensive requirements of being a BDC as compared to in 2006, the
Company is now an operating company without those same requirements.
The decrease in consulting was primarily from the amortization of a
deferred consulting agreement in 2005 with no corresponding amount in
2006. The decrease in general and administrative was primarily from a
decrease in analysis and research expense from 2005 to 2006 related to
requirements of being a publicly traded company.
Other Income:
- ------------
Other income increased $49,894 or 14,761% to $50,232 of income for
2006 from $338 of income in 2005. The increase was primarily from a
$50,000 gain on the sale of available for sale securities.
Three Months Ended October 31, 2006 Compared with Three Months Ended
- --------------------------------------------------------------------
October 31, 2005
- ----------------
Revenues:
- --------
Revenues increased $140,000 to $140,000 for 2006 from zero in 2005.
The Company has recently commenced a new development stage and new
business model as previously discussed and had its first revenues from
the new business model in 2006.
Operating Expenses:
- ------------------
Operating expenses increased $147,115, or 27%, to $691,122 for 2006
from $544,005 for 2005. The increase was primarily the result of a
$550,000 increase in stock compensation offset by an $187,264 decrease
in compensation, a $128,858 decrease in professional, a $59,351
decrease in general and administration and a $31,543 decrease in
consulting. The increase in stock compensation was for stock issued
to an officer for prior services. The decrease in compensation was
directly related to a lack of cash available to pay compensation and
management's desire to forgo compensation in order to provide
financing for operational requirements to grow the business. The
decrease in professional and consulting was primarily from a decrease
in legal expense because in 2005, the Company was gearing up for the
extensive requirements of being a BDC as compared to in 2006. The
Company is now an operating company without those same requirements.
The decrease in consulting was primarily from the amortization of a
deferred consulting agreement in 2005 with no corresponding amount in
2006. The decrease in general and administrative was primarily from a
decrease in analysis and research expense from 2005 to 2006 related to
requirements of being a publicly traded company.
Other Income:
- ------------
Other income increased $67,484 or 388% to $50,111 of income for 2006
from $17,373 of expense in 2005. The increase was primarily from a
$50,000 gain on the sale of available for sale securities and a
$17,500 decrease in interest expense. The decrease in interest
expense was for interest on debentures and promissory notes in 2005
with no corresponding amount in 2006.
28
Comprehensive Loss:
- ------------------
Comprehensive loss increased $200,000 or 100% to $200,000 of expense
for 2006 from zero in 2005. The increase was due entirely to the
reversal of unrealized gains on available for sale equity securities
recorded during the three month period ended July 31, 2006. The
available for sale securities were sold during the three month period
ended October 31, 2006 and the gain was recorded in other income as
discussed previously.
Liquidity and Capital Resources
To continue with our business plan, we will require additional short-
term working capital. We have not generated any significant revenue
or sufficient cash to fund our new business model operating activities
for the next twelve months. Presently, our only primary source of
cash is from external financing in the form of the issuance of our
common stock. We cannot assure you that that we will obtain
sufficient proceeds, if any, or that any proceeds obtained will be
sufficient to meet our projected cash flow needs.
Cash was $13,962 at October 31, 2006 as compared to $32,401 at April
30, 2006. The decrease in cash was the result of $291,229 of net
proceeds from the sale of common stock, offset by $306,796 of cash
used in operations and $2,872 for the purchase of property and
equipment.
Operating Activities: Cash used in operating activities was $306,796
- --------------------
for 2006 as compared to $870,008 for 2005. The decrease in cash used
resulted primarily from a $550,000 stock compensation expense add back
for stock issued for past services to an officer of the Company.
Investing Activities: Cash used in investing activities was $2,872 in
- --------------------
2006 as compared to zero in 2005. All of the cash used in 2006 was
from the purchase of property and equipment.
Financing Activities: Cash flows provided by financing activities
- --------------------
were $291,229 for 2006 as compared to $876,920 for 2005. The decrease
in cash provided by financing activities was entirely due to a
decrease in cash proceeds received by the Company from the sale of
common stock.
As discussed previously, we have had no significant revenues for 2006
and effective May 2, 2006, are no longer a BDC and are commencing a
new business model and a new development stage as a merchant banking
firm. There is no guarantee that we will be successful under our new
business model, achieve revenues and provide sufficient cash flow to
fund our required expenditures.
Presently, our primary source of cash is from external financing in
the form of the issuance of our common stock. We cannot assure you
that we can obtain sufficient proceeds, if any, and borrowings or the
sale of our common stock under any financing structures we are able to
secure will be sufficient to meet our projected cash flow needs.
Our ability to obtain additional financing depends on many factors
beyond our control, including the state of the capital markets, the
implied market value of our common stock and the prospects for our
business. The necessary additional financing may not be available to
us or may be available only on terms that would result in further
dilution to the current owners of our common stock. Failure to obtain
commitments for financing would have a material adverse effect on our
business, results of operations and financial condition. If the
financing we require to sustain our working capital needs is
unavailable or insufficient or we do not receive the necessary
financing, we may be unable to continue as a going concern.
We are planning on obtaining additional cash proceeds from the
issuance of our common stock and believe that we will have sufficient
operating cash to meet our required expenditures for the next 12
months.
29
Debt
We had no debt outstanding at October 31, 2006.
Equity Financing
In April 2005, the Company initiated a private placement offering for
the issuance of up to 1,000,000 units at an offering price of $1.10
per share ("Unit"). Each Unit consisted of one share of the Company's
$0.001 par value common stock and one two-year warrant to purchase the
Company's common stock at an exercise price of $2.00 per share. The
offering included an option for an over-allotment of up to 200,000
units or a maximum issuance of 1,200,000 units. Effective January 16,
2006, the offering was terminated and in total, the Company received
$1,315,770 of proceeds from the issuance of the Units, representing
1,196,155 shares of common stock and 1,196,155 two-year warrants to
purchase common stock at $2.00 per share. As of October 31, 2006,
none of the common stock has been issued and is classified as common
stock issuable in the accompanying financial statements.
In January 2006, the Company initiated a new private placement
offering for the issuance of up to 1,000,000 units at an offering
price of $1.10 per share ("Unit"). Each Unit consisted of one share
of the Company's $0.001 par value common stock and one two-year
warrant to purchase the Company's common stock at an exercise price of
$2.00 per share. The offering included an option for an over-
allotment of up to 200,000 units or a maximum issuance of 1,200,000
units. As of October 31, 2006, the Company has received $840,679 of
proceeds from the issuance of the Units ($549,450 and $291,229 in
fiscal years 2006 and 2007, respectively), representing 764,255 shares
of common stock and 764,255 two-year warrants to purchase common stock
at $2.00 per share. As of October 31, 2006, none of the common stock
has been issued and is classified as common stock issuable in the
accompanying financial statements.
In total for the combined private placements, from April 2005 through
October 31, 2006, the Company has received $2,146,449 of proceeds from
the issuance of the Units ($86,350, $1,778,870 and $291,229 in fiscal
years 2005, 2006 and 2007, respectively), representing 1,960,410
shares of common stock and 1,960,410 two-year warrants to purchase
common stock at $2.00 per share.
The private placement offerings were offered without registration
under the Securities Act of 1933, as amended, pursuant to the
exemptions provided by Section 4(2) thereof and Rule 506 of Regulation
D (or Rule 903 of Regulation S where investor is a non-U.S. person)
promulgated by the SEC.
Contractual Obligations and Commitments
We have no contractual obligations and commitments at October 31, 2006.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements at October 31, 2006.
Contingent Liabilities
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.
30
Our corporate office is in Atlanta, Georgia, and we currently do not
have a lease and are not paying rent for this space. It is being
provided to the Company by an officer/director free of charge. Usage
of this office space and the related value is de minimis. Therefore,
no expense has been recorded in the accompanying unaudited financial
statements. Additionally, we utilize executive office space in both
New York and Los Angeles on a month-to-month basis. The cost of this
space is recorded as office rent in the accompanying unaudited
financial statements. We expect we will have to lease more
substantial corporate office space in the near future and that the
cost of the space may be material to our operations.
The Company intends to conduct its activities in such a way that it
will not be deemed an "investment company" subject to regulation under
the 1940 Act. Thus, it will not hold itself out as being engaged
primarily in the business of investing, reinvesting or trading in
securities. In addition, the Company intends to conduct its business
in such a manner as to ensure that it will at no time own or propose
to acquire investment securities having a value exceeding 40 percent
of the Company's total assets at any one time.
As discussed previously, on September 15, 2006, the Company sold its
entire 50,000 share interest in Universal to an unrelated third party
for a price of $50,000 and received a non interest bearing note
receivable due and payable in six months. The Company liquidated the
Universal position in order to not be subject to the 1940 Act.
However, as of the date of these unaudited financial statements, the
Company currently holds investment securities exceeding 40 percent
(43%) of the Company's total assets.
Management is making every effort to remediate this situation as soon
as practicable. In that regard, the Company is considering all of the
options available to it in order to terminate its investment company
status. There can be no assurance as to when, if at all, the Company
will no longer being an investment company. Because the Company has
operated as an investment company without complying with the 1940 Act,
it is subject to potential enforcement action by the SEC and may be
subject to additional liability.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Because we currently have no long-term debt and do not expect that, in
the next twelve months, we will incur any (although there can be no
assurance that the funds that we will require to operate our business
during that period will be available to us through sales of our equity
or through short-term borrowings), we do not consider a principal risk
to be interest rate fluctuations. If, in the future, we incur, or
consider incurring, a material amount of long-term debt, the
occurrence of such event could result in interest rate fluctuations
becoming a principal risk.
Item 4. Controls and Procedures
As of October 31, 2006 (the end of the period covered by this report),
we, including our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) of
the 1934 Act). Based on that evaluation, our management, including
the Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were effective and
provided reasonable assurance that information required to be disclosed
in our periodic SEC filings is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. However, in evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how
well designed and operated can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily
31
was required to apply its judgment in evaluating the cost-benefit
relationship of such possible controls and procedures.
There was no significant change in our internal control over financial
reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act
of 1934) that occurred during our most recently completed fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
On April 21, 2005, Mirador Consulting, Inc., filed a Complaint against
Nortia Capital Partners, a Florida corporation and predecessor to us,
in the County Court in and for Palm Beach County, Florida, styled as
Mirador Consulting, Inc., a Florida corporation, Plaintiff, vs. Nortia
Capital Partners, Inc., a Florida corporation, Defendant, Case No.
502005CC004932XXXXSB DIV RD. Mirador alleged causes of action for
Breach of Contract and Unjust Enrichment/Quantum Meruit and sought
$10,000.00 in damages for payments allegedly due to Mirador pursuant
to a consulting agreement dated December 22, 2004. Pursuant to the
terms of that agreement, Mirador received shares in our Company.
On December 6, 2004, 16 days prior to the execution of the consulting
agreement, the defendant (the Florida corporation) was merged with and
into us and, as a result, ceased to exist.
In June 2005, the court entered a judgment of default against the
Florida defendant. A motion to set aside the judgment against the
defendant was granted on August 30, 2005. A Motion to Dismiss the
Complaint with Prejudice was filed on September 16, 2005 and remains
pending. We believe that both the Florida defendant and we have
meritorious defenses to the Complaint.
On September 1, 2005, we filed a Complaint against Mirador in the
Circuit Court of the Fifteenth Judicial Circuit for Palm Beach County,
Florida. The case is styled Nortia Capital Partners, Inc., a Nevada
corporation v. Mirador Consulting, Inc., a Florida corporation, Case
No. 50 2005 CA 008373 XXXX MB AN. We are seeking a Declaratory
Judgment from the Court declaring that Mirador is not entitled to
retain any of its shares in our Company and that those shares should
be cancelled of record.
On November 1, 2005, Mirador filed its Answer and Affirmative Defenses
to the Complaint, as well as a Counterclaim and Third Party Complaint.
Mirador is claiming that it performed the required services under the
consulting agreement and that it is, therefore, entitled to retain its
shares in our Company and to receive $10,000.00 it claims is due to it
under the consulting agreement. Mirador also claims other unspecified
damages due to our Company's refusal to issue Mirador an original
stock certificate for additional shares resulting from our Company's
stock split on or about February 28, 2005. In its Third Party
Complaint, Mirador also named our President, among others, and alleged
causes of action for tortuous interference with contractual rights and
conspiracy with the Company in respect of such shares. Our charter
and bylaws provide indemnification rights to our executive officers
and directors.
We believe that all named third-party defendants have meritorious
defenses to Mirador's Counterclaims, for the reasons set forth in our
Complaint.
32
Item 1A. Risk Factors
An investment in our common stock is highly speculative, involves a
high degree of risk, and should be considered only by those persons
who are able to bear the economic risk of losing their investment for
an indefinite period. Except as disclosed below, no risk factors have
changed that were previously disclosed in the Company's form 10-K
filed August 16, 2006. The following specific risks, not listed in any
particular order of priority, and the risks described previously in
the Company's 10-K filed August 16, 2006, should be considered
carefully in evaluating the Company, its business, and its common
stock.
We have previously suffered significant operating losses.
As reflected in the accompanying financial statements, the Company had
a net loss of $769,939 (inclusive of a one time $550,000 non-cash
stock compensation charge) and net cash used in operations of $306,796
for the six months ended October 31, 2006. The Company has an
accumulated deficit of $6,412,035 and a deficit accumulated during the
development stage of $769,939 at October 31, 2006.
The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its new business model,
raise capital, and generate revenues. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
We plan on generating revenues from our new business model by
providing merchant banking-type services to small, private companies
seeking to become publicly held and traded. Specifically, the Company
intends to identify small private companies and assist them with
managerial, accounting and financial advice and help them to raise
necessary capital by introducing them to potential investors. As
compensation for these services, the Company proposes to receive
shares of the companies, which we expect will then be registered in
their initial public offerings.
The time required for us to become profitable from operations is
highly uncertain, and we cannot assure you that we will achieve or
sustain operating profitability or generate sufficient cash flow to
meet our planned capital expenditures and working capital
requirements. If required, our ability to obtain additional financing
from other sources also depends on many factors beyond our control,
including the state of the capital markets and the prospects for our
business. The necessary additional financing may not be available to
us or may be available only on terms that would result in further
dilution to the current owners of our common stock.
We have a limited operating history which may affect our ability to
manage our business and may impair your ability to assess our
prospects.
We were incorporated in April 1999 but only commenced business and
investment operations as a BDC in mid-January 2005. Additionally,
effective May 2006, we have withdrawn our election to be a BDC and
have commenced a new business model as a merchant banking firm. We
are subject to all of the business risks and uncertainties associated
with any new business enterprise, including the risk that we will not
achieve our business objective and that the value of our common stock
or other securities could decline substantially. As a result, we have
very limited operating results under these regulatory frameworks that
would demonstrate either their effect on the business or our ability
to manage the business within these frameworks. In addition, the
Company has not engaged in this line of business before and there is
no guarantee that it will be successful in implementing the business
plan, or that if implemented, it will ever have revenues from the
business.
Our business model is highly dependant on key relationships.
Our new business model depends to a significant extent upon strong
33
referral relationships with venture capital, private equity fund
sponsors and other investment banking and financial institutions, and
our inability to develop or maintain these relationships, or the
failure of these relationships to generate investment opportunities,
could adversely affect our business. We expect that members of our
management team will maintain their relationships with venture
capital, private equity firms, and investment banking and financial
institutions, and we will rely to a significant extent upon these
relationships to provide us with our deal flow. If we fail to
maintain our existing relationships or to develop new relationships
with other firms or sources of investment opportunities, then we will
not be able to grow our investment portfolio. In addition, persons
with whom members of our management team have relationships are not
obligated to provide us with investment opportunities, and, therefore,
there is no assurance that such relationships will lead to the
origination of equity or debt investments.
The Company is subject to the underlying risks of the new, developing
businesses which the Company will assist.
Effective May 2, 2006, the Company is pursuing a business model
whereby it provides merchant banking-type services to small, private
companies seeking to become publicly held and traded. Specifically,
the Company will identify small private companies (the "Clients") and
assist them with managerial, accounting and financial advice and help
them to raise necessary capital by introducing them to potential
investors. As compensation for these services, the Company proposes to
receive shares of each Client, which will then be registered by the
Client in its initial public offering. Successful growth of the
Company is dependent upon the growth in value of the securities of
these unseasoned companies. Whether this appreciation in value will
occur depends upon numerous factors outside the control of the
Company. Moreover, the Company's task of identifying and helping to
build successful new and emerging enterprises is difficult. There can
be no assurance that the Company will be successful in identifying and
developing these ventures.
The Company may continue to be deemed an "investment company" subject
to regulation under the 1940 Act.
Under the new business model as a merchant bank, the Company intends
to conduct its activities in such a way that it will not be deemed an
"investment company" subject to regulation under the 1940 Act. Thus,
it will not hold itself out as being engaged primarily in the business
of investing, reinvesting or trading in securities. In addition, the
Company intends to conduct its business in such a manner as to ensure
that it will at no time own or propose to acquire investment
securities having a value exceeding 40 percent of the Company's total
assets at any one time. The regulations under the 1940 Act are
complex. There is a risk that the Company will perform an activity
such that it meets the criteria as an "investment company" and will be
subject to the 1940 Act requirements. Under the Company's new
business model as a merchant banking firm, it will acquire shares in
Clients. Accordingly, the Company must ensure that these shares of
Clients do not put the Company in the business of "investing,
reinvesting or trading in securities." The consequences of such an
event would result in significant financial and regulatory liability
to the Company.
The Company may hold investment securities having a value exceeding 40
percent of the Company's assets at any one time.
The Company intends to conduct its activities in such a way that it
will not be deemed an "investment company" subject to regulation under
the 1940 Act. Thus, it will not hold itself out as being engaged
primarily in the business of investing, reinvesting or trading in
securities. In addition, the Company intends to conduct its business
in such a manner as to ensure that it will at no time own or propose
34
to acquire investment securities having a value exceeding 40 percent
of the Company's total assets at any one time.
On September 15, 2006, the Company sold its entire 50,000 share
interest in Universal to an unrelated third party for a price of
$50,000 and received a non interest bearing note receivable due and
payable in six months. The Company liquidated the Universal position
in order to not be subject to the 1940 Act. However, as of the date
of these unaudited financial statements, the Company currently holds
investment securities exceeding 40 percent (43%) of the Company's
total assets.
Management is making every effort to remediate this situation as soon
as practicable. In that regard, the Company is considering all of the
options available to it in order to terminate its investment company
status. There can be no assurance as to when, if at all, the Company
will no longer being an investment company. Because the Company has
operated as an investment company without complying with the 1940 Act,
it is subject to potential enforcement action by the SEC and may be
subject to additional liability.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In April 2005, the Company initiated a private placement offering for
the issuance of up to 1,000,000 units at an offering price of $1.10
per share ("Unit"). Each Unit consisted of one share of the Company's
$0.001 par value common stock and one two-year warrant to purchase the
Company's common stock at an exercise price of $2.00 per share. The
offering included an option for an over-allotment of up to 200,000
units or a maximum issuance of 1,200,000 units. Effective January 16,
2006, the offering was terminated and in total, the Company received
$1,315,770 of proceeds from the issuance of the Units, representing
1,196,155 shares of common stock and 1,196,155 two-year warrants to
purchase common stock at $2.00 per share. As of October 31, 2006,
none of the common stock has been issued and is classified as common
stock issuable in the accompanying financial statements.
In January 2006, the Company initiated a new private placement
offering for the issuance of up to 1,000,000 units at an offering
price of $1.10 per share ("Unit"). Each Unit consisted of one share
of the Company's $0.001 par value common stock and one two-year
warrant to purchase the Company's common stock at an exercise price of
$2.00 per share. The offering included an option for an over-
allotment of up to 200,000 units or a maximum issuance of 1,200,000
units. As of October 31, 2006, the Company has received $840,679 of
proceeds from the issuance of the Units ($549,450 and $291,229 in
fiscal years 2006 and 2007, respectively), representing 764,255 shares
of common stock and 764,255 two-year warrants to purchase common stock
at $2.00 per share. As of October 31, 2006, none of the common stock
has been issued and is classified as common stock issuable in the
accompanying financial statements.
In total for the combined private placements, from April 2005 through
October 31, 2006, the Company has received $2,146,449 of proceeds from
the issuance of the Units ($86,350, $1,778,870 and $291,229 in fiscal
years 2005, 2006 and 2007, respectively), representing 1,960,410
shares of common stock and 1,960,410 two-year warrants to purchase
common stock at $2.00 per share.
The private placement offerings were offered without registration
under the Securities Act of 1933, as amended, pursuant to the
exemptions provided by Section 4(2) thereof and Rule 506 of Regulation
D (or Rule 903 of Regulation S where investor is a non-U.S. person)
promulgated by the SEC.
Item 3. Defaults upon Senior Securities
None.
35
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
The following exhibits are filed with this report or are incorporated
herein by reference to a prior filing, in accordance with Rule 12b-32
under the Securities Exchange Act of 1934.
- -------------------------------------------------------------------------
Exhibit No. Description of Exhibit
- -------------------------------------------------------------------------
3.1 Certificate of Incorporation of Nortia Capital Partners, Inc.[1]
3.2 Bylaws of Nortia Capital Partners, Inc.1
14 Code of Ethics[2]
23 Consent of Salberg & Company, P.A. [3]
31.1* Certification of Chief Executive Officer pursuant to
Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2* Certification of Chief Financial Officer pursuant to Rule
13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1* Certification of Chief Executive Officer pursuant to
section 906 of The Sarbanes-Oxley Act of 2002.*
32.2* Certification of Chief Financial Officer pursuant to
section 906 of The Sarbanes-Oxley Act of 2002.*
* Filed herewith
[1] Incorporated by reference to the Company's Form 10-SB filed
July 27, 1999.
[2] Incorporated by reference to the Company's Form 10-K filed
November 23, 2005
[3] Incorporated by reference to the Company's Form 10-K filed
August 16, 2006
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTIA CAPITAL PARTNERS, INC.
(Registrant)
Date: December 11, 2006 /s/ William Bosso
--------------------------------
William Bosso
Chief Executive Officer
Date: December 11, 2006 /s/ Bruce A. Hall
--------------------------------
Bruce A. Hall
Chief Financial Officer
37