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): December 8, 2004
(December 2, 2004)
Nortia Capital Partners, Inc.
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(Exact name of registrant as specified in its charter)
Nevada (formerly Florida) 0-26843 33-0967353
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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 2.01. Completion of Acquisition or Disposition of Assets
(a) Pursuant to the Share Exchange Agreement (the "Exchange
Agreement") entered into on October 15, 2004, among Nortia
Capital Partners, Inc., a Florida corporation ("Nortia Florida"),
Nortia Capital Partners, Inc., a Nevada corporation ("Nortia
Nevada"), and each Nortia Florida shareholder. On December 2,
2004, Nortia Nevada completed the transactions contemplated by
the Exchange Agreement and acquired 8,675,000 shares of Nortia
Florida, which represented 100% of the issued and outstanding
shares of capital stock of Nortia Florida. Shareholders of Nortia
Florida received an aggregate of 8,675,000 newly issued shares of
Nortia Nevada common stock, through a one-for-one share exchange
of Nortia Florida's common stock for Nortia Nevada's common stock
(the "Exchange Transaction"). Giving effect to the Exchange
Transaction, there were 10,580,000 shares of Nortia Nevada common
stock outstanding, approximately 82% of which were held by Nortia
Florida's historic shareholders; and Nortia Florida became a
wholly owned subsidiary of Nortia Nevada.
(b) Pursuant to Rule 12g-3, promulgated under the Securities Exchange
Act of 1934, Nortia Nevada is the successor issuer to Nortia
Florida. Nortia Florida's common stock was registered under
Section 12(g) of the Securities Exchange Act at the effective
time of the Exchange Transaction. Accordingly, the Nortia
Nevada's common stock is deemed to be registered, by operation of
law, under Section 12(g) of the Securities Exchange Act as of the
closing of the Exchange Transaction. This Form 8-K is being filed
by Nortia Nevada as a successor issuer as required by paragraph
(f) of Rule 12g-3.
(c) In addition to Nortia Nevada being the successor issuer to Nortia
Florida, Nortia Nevada has also assumed and adopted Nortia
Florida's entire business plan, and will continue to operate
pursuant to that plan.
(d) Upon the closing of the Exchange Transaction, Nortia Florida's
board of directors, comprised of William J. Bosso, Matthew T.
Henninger, Harrysen Mittler, J.P. Baron and John Benton, were
named to Nortia Nevada's board of directors. Nortia Nevada's
previous sole board member, Michael E. Marshall, agreed to
continue to serve on Nortia Nevada's board of directors. Nortia
Nevada's board of directors is now comprised of William J. Bosso,
Matthew T. Henninger, Harrysen Mittler, J.P. Baron, John Benton
and Michael E. Marshall. (See also the disclosure provided in
Section 5.01.). Additionally, Michael E. Marshall resigned as an
officer of Nortia Nevada and William J. Bosso was appointed chief
executive officer, Matthew T. Henninger was appointed president
and secretary, and Harrysen Mittler was appointed chief financial
officer of Nortia Nevada. As of the closing of the Exchange
Transaction, the board of directors and officers of Nortia
Florida remained unchanged.
(e) Each newly appointed Nortia Nevada officer received 100,000
shares of Nortia Nevada convertible preferred A stock upon their
appointment, which occurred approximately 10 days prior to the
effective date of the Exchange Transaction. Each share of this
preferred stock is convertible into one (1) share of Nortia
Nevada 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 Nortia Nevada. Each preferred A
share has a liquidation preference equal to $.10.
(f) Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") entered into on December 3, 2004, between Nortia
Florida and Nortia Nevada, on December 6, 2004, Nortia Florida
(the wholly owned subsidiary of Nortia Nevada) merged with and
into Nortia Nevada and disappeared by virtue of a parent-
subsidiary statutory merger, with Nortia Nevada being the
survivor. All of the shares of capital stock of Nortia Florida
were retired by virtue of the merger; and Nortia Nevada's total
issued and outstanding shares decreased by 150,000 shares as a
result of these shares being held by Nortia Florida at the
effective time of the merger (the "Merger Transaction"). Giving
effect to the Merger Transaction, there were 10,430,000 shares of
Nortia Nevada common stock outstanding. Nortia Nevada is
currently quoted on the OTC Pink Sheets under the symbol: NCPN.
(g) Additionally, as a result of the Merger Transaction, Nortia
Nevada acquired all of Nortia Florida's rights, privileges,
immunities, and franchises, and Nortia Nevada is responsible and
liable for all of Nortia Florida's liabilities and obligations.
(h) As discussed above, Nortia Nevada has assumed and adopted Nortia
Florida's business plan, and will continue to operate pursuant to
Nortia Florida's business plan to operate as a business
development company pursuant to the Investment Company Act of
1940. In furtherance of that plan, Nortia Nevada intends to file
its Form N-54A with the United States Securities and Exchange
Commission ("SEC" or "Commission") in the near future, whereby it
will elect to be governed as a business development company
pursuant to the Investment Company Act of 1940.
(i) Since the Exchange Transaction and Merger Transaction constitute
a recapitalization transaction for accounting purposes, pro forma
financial statements are not included in this Form 8-K.
Additional information regarding Nortia Florida, its financial
statements and related information, including its business plan,
can be found at the SEC's website at www.sec.gov. Additional
information regarding Nortia Nevada is contained herein.
Item 3.03. Material Modification to Rights of Security Holders
As a result of the closing of the Exchange Transaction on
December 2, 2004, Nortia Florida's shareholders exchanged their
8,675,000 shares of Nortia Florida's common stock for an equivalent
number of shares of Nortia Nevada's common stock. Nortia Nevada was
organized pursuant to Nevada's Revised Statutes, while Nortia Florida
was organized pursuant to the Florida Business Corporation Act. As a
result, each of Nortia Florida's former shareholders now holds
securities of a corporation subject to the Nevada Revised Statutes,
Nortia Nevada's Amended and Restated Articles of Incorporation, and
Nortia Nevada's Bylaws and is no longer governed by the Florida
Business Corporation Act, Nortia Florida's Articles of Incorporation,
or Nortia Florida's Bylaws. Nortia Nevada's Amended and Restated
Articles of Incorporation and Bylaws are attached as exhibits pursuant
to Item 9.01 below.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
As described in Item 2.01(d), upon the closing of the Exchange
Transaction, Michael E. Marshall agreed to continue to serve on Nortia
Nevada's board of directors. Additionally, on December 6, 2004, Nortia
Nevada appointed Mr. John A. Van Tuin to its board of directors in
order to comply with applicable Investment Company Act requirements
regarding disinterested directors. Neither Mr. Marshall nor Mr. Van
Tuin was elected as a director by a vote of security holders at an
annual meeting or special meeting convened for such purpose, but
instead were properly appointed by the Nortia Nevada board of
directors. Mr. Van Tuin was granted 125,000 shares of Nortia Nevada's
common stock in exchange for serving on its board of directors.
Item 8.01. Other Events.
Additional Information
Security Ownership Of Certain Beneficial Owners and Management.
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of
such ownership of each person or group known to the Nortia Nevada to
be the beneficial owner of more than five percent (5%) of Nortia
Nevada's common stock:
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class(1)
William J. Bosso 3,000,000 (2) 28.42%
400 Hampton View Court
Alpharetta, Georgia 30004
Harrysen Mittler 1,850,000 (2) 17.52%
6-2400 Dundas Street West
#139 Mississauga
Ontario, Canada L5K 2R8
Matthew T. Henninger 1,850,000(2) 17.52%
555 West 5th Street
30th Floor
Los Angeles, CA 90013
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1. Based upon 10,555,000 shares of Common stock outstanding as of
December 6, 2004.
2. Does not include 100,000 shares of convertible preferred A stock
that are convertible into an equivalent number of shares of
common stock and that have voting rights equivalent to ten (10)
times the number of shares of common stock into which the
convertible preferred A shares are convertible.
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of
such ownership of Nortia Nevada's common stock of each of the officers
and directors of Nortia Nevada, and the officers and directors of
Nortia Nevada as a group:
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class(1)
William J. Bosso 3,000,000 (2) 28.42%
400 Hampton View Court
Alpharetta, GA 30004
Harrysen Mittler 1,850,000 (2) 17.53%
6-2400 Dundas Street West
#139 Mississauga
Ontario, Canada L5K 2R8
Matthew T. Henninger 1,850,000 (2) 17.53%
555 West 5th Street
30th Floor
Los Angeles, CA 90013
John W. Benton, III 250,000 2.36%
4609 Village Green Drive
Roswell, GA 30075
J.P. Baron, II 250,000 2.36%
701 Rossland Road East, Suite 382
Whitby, Ontario, Canada L1N9K3
Michael E. Marshall 126,581 1.2%
6524 Elizan Drive NW,
Olympia, WA 98502
John A. Van Tuin 125,000 1.2%
255 Huguenot Street, #202
New Rochelle, NY 10801
All Officers and Directors
as a Group (7 persons). 7,451,581 70.6%
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1. Based upon 10,555,000 shares of common stock outstanding as of
December 6, 2004.
2. Does not include 100,000 shares of convertible preferred A stock
that are convertible into an equivalent number of shares of
common stock and that have voting rights equivalent to ten (10)
times the number of shares of common stock into which the
convertible preferred A shares are convertible.
Nortia Nevada currently has no securities authorized for issuance
under any equity compensation plans.
Description of Capital Stock
Nortia Nevada is authorized to issue 50,000,000 shares of $.001
par value common stock and 5,000,000 shares of $.001 par value
preferred stock. As of December 6, 2004, 10,555,000 shares of Nortia
Nevada common stock were issued and outstanding, held of record by
approximately 300 persons, and 300,000 shares of Nortia Nevada
preferred stock were issued and outstanding, designated as convertible
preferred A stock, held of record by three persons.
Each stockholder of Nortia Nevada common stock is entitled to a
pro rata share of cash distributions made to stockholders, including
dividend payments. The holders of Nortia Nevada common stock are
entitled to one vote for each share of record on all matters to be
voted on by stockholders. There is no cumulative voting with respect
to the election of Nortia Nevada directors or any other matter.
Therefore, the holders of more than 50% of the shares voted for the
election of those directors can elect all of the directors. The
holders of Nortia Nevada common stock are entitled to receive
dividends when, as and if declared by Nortia Nevada Board of Directors
from funds legally available therefor. Cash dividends are at the sole
discretion of Nortia Nevada's board of directors. In the event of
Nortia Nevada's liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of Nortia Nevada
liabilities and after provision has been made for each class of stock,
if any, having any preference in relation to Nortia Nevada common
stock. (See immediately following paragraph for a description of the
liquidation preferences of the convertible preferred A stock.) Holders
of shares of Nortia Nevada common stock have no conversion, preemptive
or other subscription rights, and there are no redemption provisions
applicable to the Nortia Nevada common stock.
Each share of convertible preferred A stock is convertible into
one (1) share of 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 share
of convertible preferred A stock has voting rights equivalent to ten
(10) times the number of shares of common stock into which each such
preferred stock 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 Nortia Nevada. Each convertible preferred A
share has a liquidation preference equal to $.10.
Penny Stock Regulations and Restrictions on Marketability
The Commission has adopted regulations which generally define
"penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Nortia Nevada's common
stock may be covered by the penny stock rules, which impose additional
sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealers must make a
special suitability determination for the purchase and receive the
purchaser's written agreement of the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to
sell Nortia Nevada common stock and also may affect the ability of
Nortia Nevada stockholders to sell their shares of common stock in the
secondary market.
In addition, the Commission has adopted a number of rules to
regulate "penny stocks", which include Section 3(a)(51-1) and Rules
15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the
Securities Exchange Act. Because the securities of Nortia Nevada may
constitute "penny stocks" within the meaning of the rules, the rules
would apply to Nortia Nevada and to its securities. The rules may
further affect the ability of Nortia Nevada's stockholders to sell
their shares in any public market that might develop.
Stockholders should be aware that, according to Commission
Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-
dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses. Nortia Nevada is aware of
the abuses that have occurred historically in the penny stock market;
and, although Nortia Nevada management does not expect to be in a
position to dictate the behavior of the market or of broker-dealers
who participate in the market, Nortia Nevada management will strive
within the confines of practical limitations to prevent the described
patterns from being established with respect to Nortia Nevada's
securities.
Indemnification of Directors and Officers
Article Seventh of Nortia Nevada's Amended and Restated
Articles of Incorporation provides, among other things, that Nortia
Nevada's directors and officers shall not be personally liable to
Nortia Nevada or Nortia Nevada stockholders for damages for breach of
fiduciary duty as director's or officer's, except for: (i) acts or
omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of the
Nevada General Corporation Law, (iii) willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Section 78.7502 of the Nevada Revised Statutes provides that a
corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to or is involved in any
pending, threatened, or completed civil, criminal, administrative, or
arbitration action, suit, or proceeding, or any appeal therein or any
inquiry or investigation which could result in such action, suit, or
proceeding, because of his or her being or having been a Nortia Nevada
director, officer, employee, or agent or of any constituent
corporation absorbed by Nortia Nevada in a consolidation or merger or
by reason of his or her being or having been a director, officer,
trustee, employee, or agent of any other corporation or of any
partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or such enterprise, serving as such at Nortia Nevada's
request or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee, or
agent, from and against any and all reasonable costs, disbursements,
and attorney's fees, and any and all amounts paid or incurred in
satisfaction of settlements, judgments, fines, and penalties, incurred
or suffered in connection with any such proceeding.
Section 10 of Nortia Nevada's Bylaws also provides that Nortia
Nevada's officers and directors shall be indemnified and held harmless
by Nortia Nevada to the fullest extent permitted by the provisions of
Section 78.7502 of the Nevada Revised Statutes.
Nortia Nevada's principal offices will be located at 400 Hampton
View Court, Alpharetta, Georgia 30004, which is Nortia Florida's
former office address.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not Applicable
(c) Exhibits.
2.1 Share Exchange Agreement (Incorporated by reference to Exhibit
2.1 of Nortia Florida's Current Report on Form 8-K filed with the
Commission on October 21, 2004).
2.2 Merger Agreement dated December 3, 2004.
3.1 Nortia Nevada's Amended and Restated Articles of Incorporation
filed with the Nevada Secretary of State's office on November 29, 2004.
3.2 Nortia Nevada's Certificate of Designations of Preferred Stock
filed with the Nevada Secretary of State's office on October 21, 2004.
3.3 Nortia Nevada's Bylaws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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 December 8, 2004