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) July 18, 2005
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NORTIA CAPITAL PARTNERS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-26843 33-0967353
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(Commission File Number) (IRS Employer Identification No.)
400 Hampton View Court, Alpharetta, Georgia 30004
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(Address of Principal Executive Offices) (Zip Code)
(770) 777-6795
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed Since Last Report)
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Item 1.01. Entry into a Material Definitive Agreement.
On July 19, 2005 and in a clarifying press release on
July 20, 2005, Nortia Capital Partners, Inc., a Nevada
corporation ("Nortia"), announced the execution of a definitive
Share Exchange Agreement, dated as of July 18, 2005 (the "Share
Exchange Agreement"), by and among Nortia, Holley Communications,
Inc., a Delaware corporation and wholly-owned subsidiary of
Nortia ("Acquisition Sub"), and Holley Communications Canada
Inc., a Canadian corporation ("Holley Canada"). Pursuant to the
Share Exchange Agreement and subject to certain closing
conditions, Acquisition Sub will issue 28,500,000 shares of its
common stock, equivalent to 95% of its then-issued and
outstanding common stock, to Holley Canada. In exchange, Holley
Canada will transfer and assign all of Holley Canada's equity
interest in Holley Communications Investment Inc., a British
Virgin Islands company, to Acquisition Sub.
In accordance with Nortia's status as a Business Development
Company, registered under Section 54 of the Investment Company
Act of 1940, the current expectation is that following completion
of transactions contemplated in the Share Exchange Agreement,
Nortia will register and distribute as a special dividend to the
stockholders of Nortia, substantially all Nortia's shares of
Acquisition Sub. A record date has not yet been set.
A copy of Nortia's press release dated July 19, 2005 and
July 20, 2005 announcing the execution of the Share Exchange
Agreement is attached hereto as Exhibit 99.1 and 99.2,
respectively, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Nortia Capital Partners, Inc. Press Release dated July 19, 2005.
99.2 Nortia Capital Partners, Inc. Press Release dated July 20, 2005.
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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.
Dated: July 20, 2005 NORTIA CAPITAL PARTNERS, INC.
By: /s/ William J. Bosso
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William J. Bosso
Chief Executive Officer
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