UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the Transition Period from ____________ to __________
Commission file number
0-26843
NORTIA CAPITAL PARTNERS, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 90-0254041
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Hampton View Court
Alpharetta, GA 30004
----------------------------------------
(Address of principal executive offices)
770-777-6795
---------------------------
(Issuer's telephone number)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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 shell company
(as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Common Stock, $.001 par value, 31,414,874 outstanding as of
December 1, 2007.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
NORTIA CAPITAL PARTNERS, INC.
FORM 10-QSB
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION.............................. 1
Item 1. Financial Statements................................ 2
Item 2. Management's Discussion and Analysis or Plan of
Operation........................................... 10
Item 3. Controls and Procedures............................. 14
PART II - OTHER INFORMATION................................. 14
Item 1. Legal Proceedings.................................. 14
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds..................................... 15
Item 3. Defaults Upon Senior Securities..................... 15
Item 4. Submission of Matters to a Vote of
Security Holders.................................... 15
Item 5. Other Information................................... 16
Item 6. Exhibits............................................ 16
SIGNATURES.................................................. 17
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Filed herewith are the following financial statements:
Balance Sheets at October 31, 2007 (Unaudited) and April 30, 2007
Statements of Operations for the three and six months ended October
31, 2007 and 2006 (Unaudited) and from Inception Date of May 1, 2006
to October 31, 2007 (Unaudited)
Statements of Cash Flows for the three and six months ended October
31, 2007 and 2006 (Unaudited) and from Inception Date of May 1, 2006
to October 31, 2007 (Unaudited)
Notes to Unaudited Financial Statements
1
Nortia Capital Partners, Inc.
(A Development Stage Company)
Balance Sheets
(Unaudited)
-----------
October 31, April 30,
----------- -----------
2007 2007
----------- -----------
ASSETS
------
Current Assets
Cash $ 293 $ 1,706
----------- -----------
Total Current Assets 293 1,706
=========== ===========
Property and Equipment, net 1,553 2,035
----------- -----------
Investments
Non-marketable equity securities
of Related Party, at cost 100,000 100,000
Available-for-sale marketable
equity securities of Related
Party 1,250,000 1,250,000
----------- -----------
Total Investments 1,350,000 1,350,000
----------- -----------
Total Assets $ 1,351,846 $ 1,353,741
=========== ===========
LIABILITIES
-----------
Current Liabilities
Accounts payable 16,331 9,356
Deferred revenue - related party 41,625 18,906
Accrued expenses 0 68,480
----------- -----------
Total Current Liabilities $ 57,956 $ 96,742
=========== ===========
Commitments and Contingencies (Note 6)
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, Series A, $0.001
par value, 5,000,000 shares
authorized - zero shares issued
and outstanding $ - $ -
Common stock, $0.001 par value,
50,000,000 shares authorized
31,414,874 shares issued and
outstanding 31,415 31,415
Common stock issuable, 4,545 shares
outstanding 5 5
Additional paid in capital 7,913,325 7,863,325
Accumulated deficit (6,412,035) (6,412,035)
Deficit accumulated during
development stage (1,487,570) (1,474,461)
Accumulated other comprehensive
income 1,248,750 1,248,750
----------- -----------
Total Stockholders' Equity 1,293,890 1,256,999
=========== ===========
Total Liabilities and Stockholders'
Equity $ 1,351,846 $ 1,353,741
=========== ===========
The accompanying unaudited notes are an integral part of the
financial statements.
2
Nortia Capital Partners, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Period From
May 1, 2006
Three Six (Inception of
Months Ended Months Ended Development Stage)
October 31, October 31, to October 31,
2007 2006 2007 2006 2007
---------- ---------- ---------- ---------- -----------------
Revenues - Related Party $ 60,000 $ 140,000 $ 120,000 $ 140,000 $ 305,000
Operating Expenses
Contributed executive
services 25,000 - 50,000 - 50,000
General and administrative 11,152 50,494 31,533 128,311 242,148
Depreciation 241 - 482 - 1,319
Rent - 5,350 - 10,754 12,254
Consulting 6,450 40,181 10,950 43,181 586,541
Compensation - 16,148 - 133,758 711,867
Stock Compensation - 550,000 - 550,000 -
Professional fees 16,645 28,949 40,216 94,167 236,156
---------- ---------- ---------- ---------- -----------------
Total Operating Expenses 59,488 691,122 133,181 960,171 1,840,285
---------- ---------- ---------- ---------- -----------------
Operating Income (Loss) 512 (551,122) (13,181) (820,171) (1,535,285)
Other Income (Expense)
Gain on sale of available
for sale securities
- previously impaired - 50,000 - 50,000 50,000
Interest expense 72 - 72 (10) (5,252)
Interest income (43) 111 - 242 2,967
---------- ---------- ---------- ---------- -----------------
Other Income (Expense) 29 50,111 72 50,232 47,715
---------- ---------- ---------- ---------- -----------------
Net Income (Loss) $ 541 $ (501,011) $ (13,109) $ (769,939) $ (1,487,570)
========== ========== ========== ========== =================
Comprehensive Income (Loss)
Unrealized gain on available
for sale securities - (200,000) - - 1,248,750
---------- ---------- ---------- ---------- -----------------
Total Comprehensive Income
(Loss) $ 541 $ (701,011) $ (13,109) $ (769,939) $ (238,820)
========== ========== ========== ========== =================
Net Income (Loss) Per Share
- Basic and Diluted $ 0.00 $ (0.02) $ (0.00) $ (0.03) $ (0.05)
========== ========== ========== ========== =================
Weighted Average Shares 31,419,419 28,202,370 31,419,419 28,024,040 29,326,992
========== ========== ========== ========== =================
The accompanying unaudited notes are an integral part of the
financial statements.
3
Nortia Capital Partners, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Period from
May 1, 2006
(Inception of
Six Months Ended Development Stage) to
October 31, October 31,
2007 2006 2007
---------------------------- ------------
Cash Flows From Operating Activities:
Net loss $ (13,109) $ (769,939) $ (1,487,570)
Adjustments to reconcile net loss to net
cash used in operations:
Stock compensation expense - 550,000 550,000
Contributed services expense 50,000 - 50,000
Stock consulting expense - - 520,000
Gain on available-for-sale securities
previously impaired - (50,000) (50,000)
Depreciation 482 - 1,319
Changes in operating assets and liabilities:
Increase in accounts receivable - related party - (65,000) -
Decrease in other receivable - 4,150 54,150
Increase (decrease) in accounts payable 6,975 (12,194) 4,138
Increase in deferred revenue - related party 22,719 - 41,625
Increase (decrease) in accrued expenses (68,480) 36,187 (4,127)
---------------------------- ------------
Net Cash Used In Operating Activities (1,413) (306,796) (320,465)
---------------------------- ------------
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 - 291,229 291,229
---------------------------- ------------
Net Cash Provided By Financing Activities - 291,229 291,229
---------------------------- ------------
Net Decrease in Cash (1,413) (18,439) (32,108)
---------------------------- ------------
Cash at Beginning of Period 1,706 32,401 32,401
---------------------------- ------------
Cash at End of Period $ 293 $ 13,962 $ 293
============================ ============
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
Unrealized gain on available-for-sale securities - - 1,248,750
The accompanying unaudited notes are an integral part of the
financial statements.
4
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(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, 2007 included in the Company's Form 10-K
filed with the SEC on July 30, 2007.
Note 2. Nature of Operations and Summary of Significant Accounting Policies
- ----------------------------------------------------------------------------
Nature of Operations
Nortia Capital Partners, Inc. ("Nortia," "we," "us," "our," "its",
or the "Company") is an Atlanta, Georgia based merchant banking
company that provides merchant banking-type services to small,
private companies seeking to become publicly held and traded.
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, present management was engaged to raise additional
capital, and initiate business activities. During the fiscal
quarter ending July 31, 2003, the business re-entered the
development stage. At that time, management raised capital and
commenced preparations to operate as a Business Development Company
("BDC"), intending to be regulated pursuant to certain requirements
of the 1940 Act applicable to BDCs.
Effective August 2, 2004, BF Acquisition Group I, Inc. changed its
name to Nortia Capital Partners, Inc.
On October 15, 2004, we entered into a definitive share 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. On December 3, 2004, the business was merged into
the Nevada corporation with the Nevada corporation surviving. As a
result of the recapitalization, we are now organized under the laws
of the State of Nevada.
On January 4, 2005, we filed a Form N-54A with the SEC pursuant to
which we elected to be regulated as a BDC pursuant to Section 54 of
the 1940 Act. As a result, we operated as an investment company
with a plan to build an investment portfolio and enhance the
Company's shareholder value. It was our intention to provide
5
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
capital and advisory services for management buyouts,
recapitalizations, and the growth and capital needs of emerging
growth companies.
In June 2005, we determined to commence an offering of shares of our
common stock as a BDC in accordance with the exemption from the
registration requirements of the Securities Act of 1933 as provided
by Regulation E. In connection with that prospective offering, we
filed a Form 1-E with the SEC, which was reviewed in the ordinary
course, and with respect to which a comment letter was issued by the
SEC staff to the Company. As a result, we understood we were out of
compliance with certain of the rules and regulations governing the
business and affairs, financial status, and financial reporting
items required of BDCs. Ultimately, the Board of Directors of the
Company (the "Board") directed the Company to take immediate and
substantial steps to remediate certain of the compliance failures,
and the Company informed the SEC staff of these steps.
Accordingly, after careful consideration 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 at all times conduct
its activities in such a way that it will not be deemed an
"investment company" subject to regulation under the 1940 Act. Thus,
we do not hold ourselves out as being engaged primarily in the
business of investing, reinvesting or trading in securities. In
addition, the Company intends to conduct its business in such a
manner 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.
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.
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.
The withdrawal of the Company's election to be regulated as a BDC resulted
in a change in its method of accounting. BDC financial statement
presentation and accounting use the "fair value" method of accounting,
6
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
which allows BDCs to value their investments at market value as
opposed to historical cost and to recognize unrealized gains or
losses in operations. As an operating company, the Company will use
either the fair-value ("SFAS 115 - Accounting for Certain
Investments In Debt and Equity Securities") or historical-cost
methods ("APB 18 - The Equity Method of Accounting for Investments
in Common Stock") of accounting for financial statement presentation
and accounting for securities held, depending on how the investment
is classified and how long the Company intends to hold the
investment and recognize unrealized gains or losses as a component
of stockholders' equity. In light of its limited assets, the effect
of the change in method of accounting was not material. In
accordance with SFAS 154 - "Accounting Changes and Error Corrections
- - A Replacement of APB Opinion No. 20 and FASB Statement No. 3", the
change from a BDC to an operating company has been retrospectively
applied to prior periods.
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. Activities
during the new development stage include raising capital and
implementing the new business plan. The results of operations for
May 1, 2006 through May 2, 2006 were not material and therefore, the
Company will utilize May 1, 2006 as the inception date for the new
development stage.
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 includes
valuation of the fair value of financial instruments, the valuation
of our investments, the valuation of non-cash executive compensation
services 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.
Property and Equipment
- ----------------------
Fixed assets greater than $1,000 are recorded at cost and
depreciated over their useful lives, which range from three to five
years, using the straight-line method. Maintenance and repair
expense are expensed as incurred.
Derivative Instruments
- ----------------------
In connection with the sale of debt or equity instruments, we may
sell options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as
derivative liabilities, rather than as equity. Additionally, the
debt or equity instruments may contain embedded derivative
instruments, such as variable conversion options, which in certain
circumstances may be required to be bifurcated from the host
instrument and accounted for separately as a derivative instrument.
In accordance with SFAS 133 - "Accounting for Derivative Instruments
and Hedging Activities" and released interpretations, the identification
of, and accounting for, derivative instruments is complex. Derivative
instrument liabilities are re-valued at the end of each reporting period,
with changes in fair value of the derivative liability recorded as charges
or credits to income in the period in which the changes occur. For
7
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
options, warrants and bifurcated conversion options that are
accounted for as derivative instruments, we determine the fair value
of these instruments using the Black-Sholes option pricing model,
binomial stock price probability trees, or other valuation
techniques whichever is more practical under the circumstance.
These models require assumptions not limited to the following
examples: the remaining term of the instruments and risk-free rates
of return, our current common stock price and expected dividend
yield, and the expected volatility of our common stock price based
on not only the history of our stock price but also the experience
of other entities considered comparable to us. The identification
of, and accounting for, derivative instruments and the assumptions
used to value them can significantly affect our financial
statements.
Fair Value of Financial Instruments
- -----------------------------------
We define the fair value of a financial instrument as the amount at
which the instrument could be exchanged in a current transaction
between willing parties. The carrying value of current assets and
current liabilities approximates fair value because of the short
maturity of those instruments. The estimated fair value of our other
obligations is estimated based on the current rates offered to us
for similar maturities. Based on prevailing interest rates and the
short-term maturity of all of our indebtedness, management believes
that the fair value of our obligations approximates book value at
October 31, 2007.
Investments
- -----------
The Company invests in various marketable equity instruments and
accounts for such investments in accordance with SFAS 115.
Certain securities that the Company may invest in may be determined
to be non-marketable. Non-marketable securities where the Company
owns less than 20% of the investee are accounted for at cost
pursuant to APB No. 18, "The Equity Method of Accounting for
Investments in Common Stock" ("APB 18").
Management determines the appropriate classification of its
investments at the time of acquisition and reevaluates such
determination at each balance sheet date. Trading securities that
the Company may hold are treated in accordance with SFAS 115 with
any unrealized gains and losses included in earnings. Available-for-
sale securities are carried at fair value, with unrealized gains and
losses, net of tax, reported as a separate component of
stockholders' equity. Investments classified as held-to-maturity are
carried at amortized cost. In determining realized gains and losses,
the cost of the securities sold is based on the specific
identification method.
The Company periodically reviews its investments in marketable and
non-marketable securities and impairs any securities whose value is
considered non-recoverable. The Company's determination of whether a
security is other than temporarily impaired incorporates both
quantitative and qualitative information. GAAP requires the
exercise of judgment in making this assessment for qualitative
information, rather than the application of fixed mathematical
criteria. The Company considers a number of factors including, but
not limited to, the length of time and the extent to which the fair
value has been less than cost, the financial condition and near term
prospects of the issuer, the reason for the decline in fair value,
changes in fair value subsequent to the balance sheet date, and
other factors specific to the individual investment. The Company's
assessment involves a high degree of judgment and accordingly,
actual results may differ materially from the Company's estimates
and judgments. The Company recorded no impairment charges for
securities during the three and six months ended October 31, 2007
and 2006, respectively.
Revenue Recognition
- -------------------
8
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
The Company recognizes revenues in accordance with the guidance in
the SEC Staff Accounting Bulletin ("SAB") 104. Revenue is
recognized when persuasive evidence of an arrangement exists with a
fixed or determinable selling price, as services are provided and
when collection is reasonably assured.
The Company follows EITF 00-8 "Accounting by a Grantee for an Equity
Instrument to be Received in Conjunction with Providing Goods or
Services" when determining the measurement date to value securities
received for services.
Revenues earned during the three and six months ended October 31,
2007 and 2006 were derived from services and recognized as the
services were completed.
Income Taxes
- ------------
Income taxes are accounted for under the asset and liability method
of 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.
Net Income (Loss) per Share of Common Stock
- -------------------------------------------
Basic income (loss) per common share (Basic EPS) excludes dilution
and is computed by dividing net income (loss) by the weighted
average number of common shares outstanding or subscribed during the
period. Diluted income (loss) per share (Diluted EPS) reflects the
potential dilution that could occur if stock options or other
contracts to issue common stock, such as warrants or convertible
notes, were exercised or converted into common stock. There were no
additional common stock equivalents or other items to adjust the
numerator or denominator in the EPS computations and therefore,
diluted EPS equals basic EPS.
At October 31, 2007, there were warrants to purchase 1,960,410
shares of the Company's common stock which may dilute future
earnings per share.
Comprehensive Income (Loss)
- ---------------------------
Comprehensive income (loss) includes net income (loss) as currently
reported by the Company adjusted for other comprehensive items.
Other comprehensive items for the Company consists of an unrealized
gain related to the Company's equity securities accounted for as
available-for-sale with changes in fair value recorded through
stockholders' equity.
Stock-Based Compensation
- ------------------------
Effective May 1, 2006, the Company adopted SFAS No. 123 (R),
entitled Share-Based Payment. This revised Statement eliminates
the alternative to use APB 25's intrinsic value method of accounting
that was provided in SFAS No. 123 as originally issued. Under APB
25, issuing stock options to employees generally resulted in
recognition of no compensation cost if the exercise price
equaled or exceeded the fair value of the stock on the
9
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
measurement date. This Statement requires entities to recognize the
cost of employee services received in exchange for awards of equity
instruments based on the grant-date fair value of those awards.
In adopting SFAS 123 (R), the Company used the modified prospective
application ("MPA"). MPA requires the Company to account for all
new stock compensation to employees using fair value. The fair
value for these awards is based on the grant date. There was no
cumulative effect for applying SFAS 123 (R) at May 1, 2006.
For periods prior to May 1, 2006, the Company accounted for stock
options or warrants issued to employees using APB 25 and issued to
non-employees for goods or services in accordance with the fair
value method of SFAS 123. Under the SFAS 123 method, the Company
records an expense equal to the fair value of the options or
warrants issued. The fair value is computed using an options
pricing model.
Recent Accounting Developments
- ------------------------------
The Financial Accounting Standards Board ("FASB") has recently
issued several new accounting pronouncements, which may apply, to
the Company.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, Including an
Amendment of FASB Statement No. 115", under which entities will now
be permitted to measure many financial instruments and certain other
assets and liabilities at fair value on an instrument-by-instrument
basis. This Statement is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year
that begins on or before November 15, 2007, provided the entity also
elects to apply the provisions of SFAS 157. The Company is
currently assessing the impact, if any, the adoption of SFAS 159
will have on its financial statements.
Note 3. Going Concern
- --------------------------
As reflected in the accompanying financial statements, the Company
had a net loss of $13,109 for the six months ended October 31, 2007
and has had a net loss from the inception of the development stage
to October 31, 2007 of $1,487,570. Additionally, the Company has an
accumulated deficit of $6,412,035 at October 31, 2007.
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
10
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
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
- ------------------------
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 50,000 shares had previously been
written off by the Company as an impairment loss during fiscal year
2005. Accordingly, the Company recorded the transaction as note
receivable with an offset to gain on the sale of available-for-sale
securities previously impaired. As a result of the sale, the
financial statements for the six months ended October 31, 2006
reflected a reversal of the $200,000 unrealized gain on available
for sale securities previously recorded. In November 2006, the
entire $50,000 note receivable was paid in full and the note
receivable was reduced to zero.
At October 31, 2007, the Company continues to hold 2,587,983 shares
of Avix Technologies, Inc. ("Avix"), a publicly held company that
was impaired to a zero value in fiscal year 2004.
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 exchanges the $100,000 loan receivable for 750,000 common
shares of AAPC, representing a non-controlling equity position of
approximately 6% of AAPC as of October 31, 2007. 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.
On February 5, 2007, AAPC announced that its SB-2 registration
statement filed with the SEC had become effective and AAPC completed
the filing of a 15c-211 registration with the NASD to begin trading
over-the-counter and are currently traded over-the-counter on the
bulletin board under the symbol "AAPT". However, there has been
minimal trading in the AAPC stock through the date of these
financial statements and the Company has received an "E" for its
symbol due to the inability to timely file its quarterly 10-QSB with
the SEC. The Company evaluated the investment as of October 31,
2007 and since there is no active 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, 2007. In accordance with
APB 18, the Company has classified the investment as a non-
marketable security at cost in the accompanying financial statements
based on the marketability factor pursuant to SFAS 115 (See Note 7 -
Related Party Transactions).
In March 2006, the Company acquired 1,250,000 shares, representing a
non-controlling equity position of approximately five percent (5%)
of the common shares outstanding of Knight Energy Corp. ("Knight")
for a purchase price of $1,250. The Company's CEO and CFO are also
the CEO and CFO of Knight, and accordingly, the Company has classified
the investment separately as a related party transaction in the
accompanying financial statements. Based upon the illiquid nature of the
investment, the Company determined that the Knight securities are more
appropriately classified as a long-term asset. Knight is a
11
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
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 of zero under the Black-
Scholes method (See Note 7 - Related Party Transactions). Knight's
securities are currently traded over-the-counter on the pink sheets
under the symbol "KNEC". On August 20, 2007, Knight filed a Form 10-
SB/3A with the SEC. The filing is the third amendment to the Form 10-
SB and its purpose is to enable Knight to be a publicly reporting
company under the Securities Exchange Act of 1934, which includes
the filing of Forms 10-KSB and Forms 10-QSB. On September 19, 2007,
Knight announced that it has been notified by the Staff of the SEC
that the Staff has no further comments to the Company's Form 10-SB,
which previously was filed with the SEC and became effective on
April 13, 2007.
During 2006, in accordance with APB 18, the Company had classified
the investment in Knight at cost or $1,250 due to a lack of an
active trading market. The Knight closing stock price on April 30,
2007 was significantly greater than the historical cost recorded of
$1,250. However, Knight initiated a private placement offering of
its securities to accredited investors at $1.00 per share and the
offering was still outstanding as of October 31, 2007. In
accordance with SFAS 115, the Company has utilized the $1.00 per
share valuation since the offering shares and the shares held by the
Company are both restricted shares and the 1,250,000 shares have
been valued at $1,250,000 and classified the investment as an
available-for-sale marketable security at fair value in the accompanying
financial statements as of October 31, 2007. As a result of the
valuation, the Company recorded a $1,248,750 unrealized gain on
available for sale equity securities in the stockholders' equity
section of the financial statements as of April 30, 2007.
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 31,414,874 were issued
and outstanding at October 31, 2007, 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, 2007. As of October 31, 2007, 3,300,021 of these shares had
been returned and cancelled by the Company's transfer agent.
12
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
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 4,545 shares that are issuable and
outstanding at October 31, 2007. Including issuable shares, we have
31,419,419 shares outstanding and issuable as of October 31, 2007.
We are authorized to issue up to 5,000,000 shares of preferred
stock, $0.001 par value per share, of which none were issued and
outstanding at October 31, 2007.
Common Stock and Common Stock Issuable
In October 2006, the Company verbally agreed to convert a $5,000
accounts payable balance for previous third party legal services
into common stock of the Company. The conversion was valued at
$1.10 per share, the Private Placement offering price discussed
above or a conversion into 4,545 shares of common stock. However,
as of the date of these financial statements, the written agreement
for the conversion has not been executed by the third party and is
recorded as common stock issuable as of October 31, 2007. The
Company believes that the third party will execute the agreement in
the near future.
Warrants
The following table summarizes activity related to warrants issued
under the private placements during the three months ended October
31, 2007:
Weighted Average
Number of Warrants Exercise Price
Balance at April 30, 2007 1,960,410 $ 0.25
Granted - -
Exercised - -
Forfeited - -
Balance at October 31, 2007
---------------------------------
1,960,410 $ 0.25
---------------------------------
At October 31, 2007, 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 2007 Life Price 2006 Price
- --------------------------------------------------------------------------------
$0.25 1,960,410 0.66 years $0.25 1,960,410 $0.25
===== ========= ========== ===== ========= =====
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.
On April 21, 2005, Mirador Consulting, Inc. ("Mirador") filed a
Complaint against Nortia Capital Partners, a Florida corporation and
predecessor to us, in the County Court ("County Court Litigation")
in and for Palm Beach County, Florida. Mirador alleged causes of
action for Breach of Contract and Unjust Enrichment/Quantum Meruit
and sought $10,000.00 in damages for payments allegedly due to Mirador
13
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
pursuant to a consulting agreement dated December 22, 2004.
Pursuant to the terms of that agreement, Mirador received shares in
our Company. On December 6, 2004, 16 days prior to the execution of
the consulting agreement, the defendant (the Florida corporation)
was merged with and into us and, as a result, ceased to exist.
Subsequently, the Company has filed a number of motions to dismiss
and/or strike Mirador's filing of amended defenses and claims. On
June 29, 2006, Mirador filed a Motion for Declaratory Judgment and
Motion for Judgment on the Pleadings that sought final resolution to
the Company's claims in Mirador's favor. In order to address any
alleged deficiencies in its claims, the Company filed a Motion for
Leave Amended Complaint on January 22, 2007. The Court granted that
Motion on January 29, 2007. On February 8, 2007, Mirador filed a
Motion to Dismiss the Company's complaint with prejudice and this
motion remains pending. On March 20, 2007, the Company served
Mirador with discovery requests and Mirador's responses have not
been received and are overdue.
The Company intends to continue vigorously defending its rights in
this manner, as it believes such allegations are without merit. We
also believe that the Company and all named third-party defendants
have meritorious defenses to Mirador's Counterclaims, for the
reasons set forth in our filings.
Due to the nature of the Company's business, the Company may be at
risk of being classified as an investment company under the 1940
Act. Currently, the Company holds 1,250,000 shares of Knight Energy
Corp. and the shares have been valued at $1,250,000 in the
accompanying financial statements as of October 31, 2007. However,
in March 2007, the Company entered into a voting trust agreement
("VTA") whereby the Company is the trustee and has voting control
for 12,200,000 shares of Knight common stock or approximately 60% of
the outstanding shares. As a result of the VTA, and because the
Company has voting control over approximately 60% of the Knight
outstanding shares, the Company believes that the Knight shares it
holds are not "investment securities" as defined by the 1940 Act.
However, if the SEC disagrees with the Company's position on the
Knight securities, it may be subject to potential enforcement action
by the SEC to additional liability.
In March 2007, the Atlanta District office of the SEC requested that
the Company voluntarily produce certain documents and information
relating in principal part to the April 2005 Private Placement
Offering of the Company's common stock. Management has cooperated
fully with the SEC in this matter and provided all requested
documents and information to the SEC and although it may be possible
the Company may be subject to additional liability, an amount cannot
be reasonably estimated and therefore no liability has been recorded
at October 31, 2007.
Note 7. Related Party Transactions
- ---------------------------------------
Our corporate office is in Atlanta, Georgia and 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.
The Company owns 1,250,000 shares of Knight as of October 31, 2007.
Knight is a holding company that operates and develops energy related
businesses and assets. Nortia 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 for
the purchase of 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 five percent (5%) of the
14
Nortia Capital Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
October 31, 2007
(Unaudited)
outstanding shares of Knight, the Company's CEO and CFO are also the
CEO and CFO of Knight (See Note 4 - Investments).
The Company owns 750,000 common shares of AAPC as of October 31,
2007. Although the investment in AAPC represents only approximately
six percent (6%) of the outstanding shares of AAPC, the Company has
a significant influential control on the operations of AAPC (see
Note 4 - Investments).
For the six months ended October 31, 2007, the Company recorded
$120,000 of consulting revenue from Knight, a company that Nortia
holds an ownership position in. Effective March 2007, Nortia and
Knight executed a one (1) year consulting agreement whereby Nortia
would provide financial consulting services to Knight for a
consulting fee of $20,000 monthly. As of October 31, 2007, Knight
had prepaid $41,625 of consulting fees and the Company has recorded
this amount as deferred revenue - related party in the accompanying
financial statements.
The CEO and CFO of Nortia devote a significant amount of their daily
activities to the Company's operations, although not on a full time
basis. There are no employment contracts for either the CEO or the
CFO, and these individuals do not receive a salary or any other form
of payment while they establish the Company during its development
stage. In accordance with SEC Staff Accounting Bulletin Topics 1:B
and 5:T, we are required to report all costs of conducting our
business. As such, we have recorded as an expense, the fair market
value of contributed executive services provided to us at no cost.
For the six months ended October 31, 2007, we recorded contributed
executive services expenses of $50,000. These services were provided
to us without charge by the CEO and CFO and a corresponding increase
in additional paid-in capital has been recorded. Once the Company
has successfully moved from being a development stage company to a
positive cash flow operating company, the Company will review its
compensation strategy for employees.
Note 8. Concentrations
- --------------------------
Our financial instruments that are potentially exposed to credit
risk consist primarily of cash. At certain times during the year our
demand deposits held in banks exceeded the federally insured limit
of $100,000.
The Company has received cash proceeds from two private placements.
From April 2005 through March 12, 2007, the Company received
$2,156,449 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 majority of these proceeds were from investors located
in Europe.
Revenues during the six months ended October 31, 2007 were derived
entirely from one customer who is a related party - see Note 7 -
Related Party Transactions.
15
Item 2. Management's Discussion and Analysis or Plan of Operation.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following is a discussion of our financial condition, results of
operations, liquidity and capital resources. This discussion should
be read in conjunction with our unaudited financial statements and
the notes thereto included elsewhere in this Form 10-QSB and with
our report on Form 10-KB filed with the SEC on July 30, 2007.
Some of the statements under "Description of Business," "Risk
Factors," "Management's Discussion and Analysis or Plan of
Operation," and elsewhere in this Report and in our periodic filings
with the Securities and Exchange Commission constitute forward-
looking statements. These statements involve known and unknown
risks, significant uncertainties and other factors what may cause
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-
looking statements. Such factors include, among other things, those
listed under "Risk Factors" and elsewhere in this Report.
In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "intends,"
"expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of such terms
or other comparable terminology.
The forward-looking statements herein are based on current
expectations that involve a number of risks and uncertainties. Such
forward-looking statements are based on assumptions that we will
obtain or have access to adequate financing for each successive
phase of its growth, that there will be no material adverse
competitive or technological change in condition of our business,
that our Chief Executive Officer / Chief Financial Officer, Chief
Operating Officer and other significant employees will remain
employed as such by us, and that there will be no material adverse
change in the Company's operations, business or governmental
regulation affecting us. The foregoing assumptions are based on
judgments with respect to, among other things, further economic,
competitive and market conditions, and future business decisions,
all of which are difficult or impossible to predict accurately and
many of which are beyond our control.
Although our management believes that the expectations reflected in
the forward-looking statements are reasonable, management cannot
guarantee future results, levels of activity, performance or
achievements. Moreover, neither management nor any other persons
assumes responsibility for the accuracy and completeness of such
statements.
GENERAL
For a description of the nature of operations and the historical
development of our business, please refer to "Note 2. Nature of
Operations and Summary of Significant Accounting Policies" beginning
on page 5 of this Quarterly Report.
RECENT DEVELOPMENTS
On August 20, 2007, Knight, one of the Nortia client companies,
filed a Form 10-SB/3A with the SEC. The filing is the third
amendment to the Form 10-SB and its purpose is to enable Knight to
be a publicly reporting company under the Securities Exchange Act of
1934, which includes the filing of Forms 10-KSB and Forms 10-QSB.
On September 19, 2007, Knight announced that it has been notified by
the Staff of the SEC that the Staff has no further comments to the
Company's Form 10-SB, which previously was filed with the SEC and
became effective on April 13, 2007.
16
RESULTS OF OPERATIONS
Three Six
Months Ended Months Ended
October 31, October 31,
2007 2006 2007 2006
------------------------ -------------------------
Revenues - Related Party $ 60,000 $ 140,000 $ 120,000 $ 140,000
Operating Expenses
Contributed executive services 25,000 - 50,000 -
General and administrative 11,152 50,494 31,533 128,311
Depreciation 241 - 482 -
Rent - 5,350 - 10,754
Consulting 6,450 40,181 10,950 43,181
Compensation - 16,148 - 133,758
Stock Compensation - 550,000 - 550,000
Professional fees 16,645 28,949 40,216 94,167
------------------------ -------------------------
Total Operating Expenses 59,488 691,122 133,181 960,171
------------------------ -------------------------
Operating Income (Loss) 512 (551,122) (13,181) (820,171)
Other Income (Expense)
Gain on sale of available for
sale securities - previously
impaired - 50,000 - 50,000
Interest expense 72 - 72 (10)
Interest income (43) 111 - 242
------------------------ -------------------------
Other Income (Expense) 29 50,111 72 50,232
------------------------ -------------------------
Net Income (Loss) $ 541 $ (501,011) $ (13,109) $ (769,939)
======================== =========================
Comprehensive Income (Loss)
Unrealized gain on available
for sale securities - (200,000) - -
------------------------ -------------------------
Total Comprehensive Income
(Loss) $ 541 $ (701,011) $ (13,109) $ (769,939)
======================== =========================
17
Comparison of Three Months Ended October 31, 2007 to October 31, 2006
- ---------------------------------------------------------------------
Revenues:
- --------
Revenues decreased $80,000, or 123%, to $60,000 for the three months
ended October 31, 2007, from $140,000 for the three months ended
October 31, 2006. The decrease was entirely from client companies.
In 2006, the Company recorded $65,000 of revenue from AAPC with no
comparable amount in 2007 and the Company recorded $75,000 of
revenue from Knight in 2006 as compared to $60,000 in 2007. The
AAPC revenue was a one time revenue event with no comparable amount
going forward. In 2007, the Company commenced a $20,000 per month
consulting agreement with Knight as compared to 2006 when the
revenue was recognized as services were requested by Knight and
provided by the Company.
Operating Expenses:
- ------------------
Operating expenses decreased $631,635 or 39%, to $59,488 for the
three months ended October 31, 2007 from $691,122 for the three
months ended October 31, 2006. The decrease was primarily the
result of $550,000 of stock compensation expense recorded in 2006
with no comparable amount in 2007. In 2006, the Company issued
500,000 shares of stock to the CFO for services provided and
utilized a fair value of $1.10 per share. Additionally, the
decrease was from $16,148 of compensation expense, $33,371 of
consulting expense and $39,342 of general and administrative
expense, offset by a $25,000 increase in contributed services
expense. The decrease in compensation expense was because the CEO
and CFO of the Company receive no salary or cash payment during the
development stage of the Company as compared to a cash payment that
was made previously when the Company was operating under a different
business model as a Business Development Company ("BDC"). The
decrease in consulting expense and general and administrative
expense was primarily from a decrease in legal, accounting,
professional and other expenses from 2006 when the Company was
changing from being a BDC to its new business model. The increase in
contributed services expense represents the fair market value of
contributed executive services provided by the CEO and CFO to us at
no cost.
Other Income (Expense):
- ----------------------
Other income (expense) decreased $50,082 of income or 105%, to $29
of income for the three months ended October 31, 2007 from $50,111
of income for the three months ended October 31, 2006. The decrease
was primarily from a $50,000 decrease in gain on sale of available-
for-sale securities-previously impaired recorded in 2006 with no
comparable amount recorded in 2007. Additionally, the decrease was
from an $82 decrease in interest income. The decrease in interest
income was because in 2006, the Company receiving $291,229 of cash
from a private placement with no such amount in 2007.
Comprehensive Loss:
- ------------------
Comprehensive loss decreased from $200,000 of expense for the three
months ended October 31, 2006 to zero for the three months ended
October 31, 2007. The change was due entirely to the reversal of
unrealized gains on available for sale equity securities recorded
during 2006 because the available for sale securities were sold
during the three month period ended October 31, 2006
Comparison of Six Months Ended October 31, 2007 to October 31, 2006
- -------------------------------------------------------------------
Revenues:
- --------
Revenues decreased $20,000, or 14%, to $120,000 for the six months
ended October 31, 2007, from $140,000 for the six months ended
October 31, 2006. The decrease was entirely from client companies.
In 2006, the Company recorded $65,000 of revenue from AAPC with no
comparable amount in 2007 or a decrease of $65,000. This was offset
by an increase of $45,000 for Knight as the Company recorded $75,000
18
of revenue in 2006 as compared to $120,000 in 2007. The AAPC
revenue was a one time revenue event with no comparable amount going
forward. In 2007, the Company commenced a $20,000 per month
consulting agreement with Knight as compared to 2006 when the
revenue was recognized as services were requested by Knight and
provided by the Company.
Operating Expenses:
- ------------------
Operating expenses decreased $826,991 or 86%, to $133,181 for the
six months ended October 31, 2007 from $960,171 for the six months
ended October 31, 2006. The decrease was primarily the result of
$550,000 of stock compensation expense recorded in 2006 with no
comparable amount in 2007. In 2006, the Company issued 500,000
shares of stock to the CFO for services provided and utilized a fair
value of $1.10 per share. Additionally, the decrease was from
$133,758 of compensation expense, $32,231 of consulting expense and
$96,778 of general and administrative expense, offset by a $50,000
increase in contributed services expense. The decrease in
compensation expense was because the CEO and CFO of the Company
receive no salary or cash payment during the development stage of
the Company as compared to a cash payment that was made previously
when the Company was operating under a different business model as a
Business Development Company ("BDC"). The decrease in consulting
expense and general and administrative expense was primarily from a
decrease in legal, accounting, professional and other expenses from
2006 when the Company was changing from being a BDC to its new
business model. The increase in contributed services expense
represents the fair market value of contributed executive services
provided by the CEO and CFO to us at no cost.
Other Income (Expense):
- ----------------------
Other income (expense) decreased $50,160 of income or approximately
100%, to $72 of income for the six months ended October 31, 2007
from $50,232 of income for the six months ended October 31, 2006.
The decrease was primarily from a $50,000 decrease in gain on sale
of available-for-sale securities-previously impaired recorded in
2006 with no comparable amount recorded in 2007. Additionally, the
decrease was from a $170 decrease in interest income. The decrease
in interest income was because in 2006, the Company receiving
$291,229 of cash from a private placement with no such amount in
2007.
Comprehensive Loss:
- ------------------
There was no comprehensive income or loss for either the six months
ended October 31, 2007 or 2006.
Liquidity and Capital Resources
Cash and cash equivalents were $293 at October 31, 2007 as compared
to $1,706 at April 30, 2007 and working capital deficit was $57,663
at October 31, 2007 as compared to $95,036 at April 30, 2007. The
decrease in the working capital deficit was primarily from a
decrease in accrued expenses, offset by an increase in accounts
payable and deferred revenue - related party.
We cannot provide assurance that we will generate sufficient cash
flow from operations or obtain additional financing to meet our
merchant banking business plan requirements. The consolidated
financial statements do not include any adjustments to reflect the
possible effects on recoverability and classification of assets or
the amounts and classification of liabilities, which may result from
the inability of our ability to continue as a going concern.
Operating Activities: Net cash used in operating activities was
$1,413 for the six months ended October 31, 2007, as compared to net
cash used of $306,796 for the six months ended October 31, 2006. The
change from 2006 was primarily because in 2006, the Company had a
net loss of $769,939 ($219,939 after adjusting for a $550,000 non-
cash stock compensation expense) as compared to a net loss of
$13,109 in 2007. Additionally, the change was from $50,000 of gain
on sale of available for sale securities and a $65,000 increase in
accounts receivable - related party in 2006 with no comparable
amounts in 2007.
19
Investing Activities: There was no cash investing activities for
the six months ended October 31, 2007 compared net cash used in
investing activities of $2,872 for the six months ended October 31,
2006. The change was entirely due to cash purchases of property and
equipment in 2006 with no such amounts for 2007.
Financing Activities: There was no cash financing activities for
the six months ended October 31, 2007 compared net cash used in
financing activities of $291,229 for the six months ended October
31, 2006. The change was entirely due to cash proceeds from the
sale of common stock in 2006 with no such amounts for 2007.
Debt
We have no debt outstanding at October 31, 2007.
Equity Financing
We had no equity financing for the six months ended October 31,
2007.
Liquidity
Our principal uses of cash to date have been for operating
activities and we have funded our operations since entering a new
development stage on May 1, 2006 by the sale of our common stock.
Presently, our only source of cash is from consulting agreements
with our client companies and external financing in the form of the
sale of our common stock. We cannot assure you that we can obtain
sufficient proceeds, if any, and that the revenue from consulting
agreements with client companies or the sale of our common stock
under any financing structures will be sufficient to meet our
projected cash flow needs.
Our ability to obtain additional financing depends on many factors
beyond our control, including the state of the capital markets, the
implied market value of our Common Stock and the prospects for our
business. The necessary additional financing may not be available
to us or may be available only on terms that would result in further
dilution to the current owners of our Common Stock. Failure to
obtain commitments for financing would have a material adverse
effect on our business, results of operations and financial
condition. If the financing we require to sustain our working
capital needs is unavailable or insufficient or we do not receive
the necessary financing, we may be unable to continue as a going
concern.
We are planning on obtaining additional cash proceeds from
consulting agreements with client companies, the sale of our common
stock and the sale of client company common stock that we own. As a
result, we believe that we will have sufficient operating cash to
meet our required expenditures for the next twelve months.
Contractual Obligations and Commercial Commitments
We have no contractual obligations or commitments at October 31,
2007.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors.
Item 3. Controls and Procedures.
William J. Bosso, our Chief Executive Officer and Bruce A. Hall, our
Chief Financial Officer, have concluded that our disclosure controls
and procedures are appropriate and effective. They have evaluated
these controls and procedures as of the date of this report on Form
10-QSB. There were no significant changes in our internal controls
20
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the period covered by this Annual Report, and as of the
present date, we were not and are not a party to any material legal
proceedings, nor were or are we aware of any threatened litigation
of a material nature against us, except as set forth below.
On April 21, 2005, Mirador Consulting, Inc. ("Mirador") filed a
Complaint against Nortia Capital Partners, a Florida corporation and
predecessor to us, in the County Court ("County Court Litigation")
in and for Palm Beach County, Florida. Mirador alleged causes of
action for Breach of Contract and Unjust Enrichment/Quantum Meruit
and sought $10,000.00 in damages for payments allegedly due to
Mirador pursuant to a consulting agreement dated December 22, 2004.
Pursuant to the terms of that agreement, Mirador received shares in
our Company. On December 6, 2004, 16 days prior to the execution of
the consulting agreement, the defendant (the Florida corporation)
was merged with and into us and, as a result, ceased to exist.
Subsequently, the Company has filed a number of motions to dismiss
and/or strike Mirador's filing of amended defenses and claims. On
June 29, 2006, Mirador filed a Motion for Declaratory Judgment and
Motion for Judgment on the Pleadings that sought final resolution to
the Company's claims in Mirador's favor. In order to address any
alleged deficiencies in its claims, the Company filed a Motion for
Leave Amended Complaint on January 22, 2007. The Court granted that
Motion on January 29, 2007. On February 8, 2007, Mirador filed a
Motion to Dismiss the Company's complaint with prejudice and this
motion remains pending. On March 20, 2007, the Company served
Mirador with discovery requests and Mirador's responses have not
been received and are overdue.
The Company intends to continue vigorously defending its rights in
this manner, as it believes such allegations are without merit. We
also believe that the Company and all named third-party defendants
have meritorious defenses to Mirador's Counterclaims, for the
reasons set forth in our filings.
Due to the nature of the Company's business, the Company may be at
risk of being classified as an investment company under the 1940
Act. Currently, the Company holds 1,250,000 shares of Knight Energy
Corp. and the shares have been valued at $1,250,000 in the
accompanying financial statements as of April 30, 2007. However, in
March 2007, the Company entered into a voting trust agreement
("VTA") whereby the Company is the trustee and has voting control
for 12,200,000 shares of Knight common stock or approximately 60% of
the outstanding shares. As a result of the VTA, and because the
Company has voting control over approximately 60% of the Knight
outstanding shares, the Company believes that the Knight shares it
holds are not "investment securities" as defined by the 1940 Act.
However, if the SEC disagrees with the Company's position on the
Knight securities, it may be subject to potential enforcement action
by the SEC to additional liability.
In March 2007, the Atlanta District office of the SEC requested that
the Company voluntarily produce certain documents and information
relating in principal part to the April 2005 Private Placement
Offering of the Company's common stock. Management has cooperated
fully with the SEC in this matter and provided all requested
documents and information to the SEC and although it may be possible
the Company may be subject to additional liability, an amount cannot
be reasonably estimated and therefore no liability has been recorded
at October 31, 2007.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three and six months ended October 31, 2007, the Company
had no unregistered sales of equity securities.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
Exhibits are incorporated herein by reference or are filed with this
Form 10-QSB as indicated below (numbered in accordance with Item 601
of Regulation S-B):
Exhibit No. Exhibit Description
- ----------- -------------------
3.1 Certificate of Incorporation of Nortia Capital
Partners, Inc. [1]
3.2 Bylaws of Nortia Capital Partners, Inc. [1]
10.1 Consulting Agreement by and between Nortia Capital
Partners, Inc. and Knight Energy Corp. dated March 1,
2007. [3]
10.2 Voting trust Agreement by and between Nortia Capital
Partners and Knight Energy Corp. dated January 1, 2007. [3]
10.3 Consulting Agreement dated April 26, 2007 by and between
Nortia Capital Partners, Inc. and Eckard Kirsch. [3]
14 Code of Ethics. [2]
23 Consent of Salberg & Company, P.A. [1]
31.1 Certification of the Chief Executive Officer of
Nortia Capital Partners, Inc. pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
31.2 Certification of the Chief Financial Officer of
Nortia Capital Partners, Inc. pursuant to Section 302 of
the Sarbanes-Act of 2002.*
32.1 Certification of the Chief Executive Officer of
Nortia Capital Partners, Inc. pursuant to Section 906 of
the Sarbanes- Act of 2002.*
32.2 Certification of the Chief Financial Officer of
Nortia Capital Partners, Inc. pursuant to Section 906 of
the Sarbanes-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
July 30, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed by the following persons on
behalf of Knight Energy Corp., in the capacities and on the dates
indicated.
NAME AND SIGNATURE TITLE DATE
- ------------------ ----- ----
/s/ William J. Bosso
- -------------------------- Principal Executive Officer December 10, 2007
William J. Bosso
/s/ Bruce A. Hall
- -------------------------- Principal Financial Officer December 10, 2007
Bruce A. Hall
23