UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): October 21, 2004
(October 12, 2004)
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Nortia Capital Partners, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-26843 65-0913582
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Hampton View Court, Alpharetta, Georgia 30004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 777-6795
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(Former name or former address, if changed since last report)
Item 1.01. Entry Into a Material Definitive Agreement
(a) On October 15, 2004, the registrant, Global Life Sciences,
Inc., a Nevada corporation ("Global"), and each registrant
shareholder entered into a definitive share exchange agreement
(the "Exchange Agreement"). Pursuant to the terms of the Exchange
Agreement, the registrant will become a wholly owned subsidiary
of Global and the shareholders of the registrant shall receive
an aggregate of 8,675,000 newly issued shares of Global common
stock, which represents a one-for-one share exchange of the
registrant's stock for Global stock (the "Transaction"). Giving
effect to the Transaction, there will be 10,455,000 shares of
common stock outstanding, 82.97% of which will be held by the
registrant's current shareholders. The closing of the Transaction
is contemplated to occur on or prior to October 30, 2004 but
remains subject to numerous conditions contained in the
Agreement. Global recently adopted a business plan to commence
activities as a business development company.
(b) When the Transaction closes, the registrant's current board
of directors, comprised of William Bosso, Matthew T. Henninger,
Harrysen Mittler, J.P. Baron and John Benton will be named to
Global's board of directors. Mr. Bosso and Mr. Henninger
previously resigned as officers and directors of Global on
October 14, 2004. Global's current sole board member, Michael E.
Marshall has agreed to continue to serve on Global's board of
directors. The directors intend to appoint William Bosso, Matthew
T. Henninger, and Harrysen Mittler as officers of Global.
(c) Each newly appointed Global officer will receive 100,000
shares of Global convertible preferred A stock. Each share of
this preferred stock is convertible into one (1) share of Global
common stock at the option of its holder at any time, except that
such shares shall convert automatically on the date that is two
years from the preferred stock's date of issuance. Each Preferred
A Share has voting rights equivalent to ten (10) times the number
of shares of common stock into which each such Preferred A Share
shall convert, and are entitled to a dividend on a pari passu
basis with the holders of Common Shares and other classes of
preferred shares of the Company. Each Preferred A Share has a
liquidation preference equal to $.10.
Item 3.02. Unregistered Sales of Equity Securities
On October 12, 2004, the registrant issued 100,000 shares of
the registrant's common stock, $0.001 par value, to (i) each of
four individuals (400,000 shares in the aggregate) in exchange
for such individual's service on the registrant's newly created
advisory board; (ii) each of five individuals (500,000 shares in
the aggregate) in exchange for such individual's service on the
registrant's board of directors; and (iii) one individual in
exchange for such individual's legal services provided to the
registrant. These persons were the only offerees in connection
with this transaction. The registrant relied upon section 4(2)
and 4(6) of the Securities Act of 1933, as amended.
Also on October 12, 2004, the registrant issued an aggregate
of 1,950,000 shares of the registrant's common stock, $0.001 par
value, as follows: (i) 750,000 shares to our chief executive
officer in exchange for his service as such; (ii) 600,000 shares
to our president in exchange for his service as such; and (iii)
600,000 shares to our chief financial officer in exchange for his
service as such. These persons were the only offerees in
connection with this transaction. The registrant relied upon
section 4(2) and 4(6) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Share Exchange Agreement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Nortia Capital Partners, Inc.
By:/s/ William Bosso
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William Bosso, President
Dated October 21, 2004