UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
January 18, 2006
NORTIA CAPITAL PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-26843 33-0967353
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
400 Hampton View Court
Alpharetta, Georgia 30004
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (770) 777-6795
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Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 5.02 below is incorporated
in this Item 1.01 by reference.
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On January 18, 2006, the board of directors of the Company
approved the appointment of Bruce A. Hall as the Chief Financial
Officer of the Company.
Mr. Hall's employment as Chief Financial Officer is
effective January 18, 2006. Under the terms of his employment by
the Company, Mr. Hall will receive an initial base salary of
$7,500 per month. The board of directors will have the right to
increase the base salary during the term and also to decrease it
if such reduction is implemented by the Company as part of an
overall general salary reduction affecting all of its employees
and certain other conditions are satisfied. Additionally, Mr.
Hall will be entitled to participate in any employee benefit
plans (including stock option plans) as well as be entitled to
receive, among other things, bonuses and reimbursable expenses.
Mr. Hall, age 49, has served as a senior financial executive
with extensive experience in the real estate, energy, financial
services, consulting and manufacturing industries. Since May
2003, Mr. Hall has been a consultant providing financial and
management services for several public and private companies.
Additionally, since May 2004, Mr. Hall, as a consultant, has been
the interim Chief Financial Officer of RG America, Inc., a
publicly traded company that provides a broad array of
synergistic products and services that addresses several key
financial aspects of the commercial real estate market. Since
January 2005, Mr. Hall, as a consultant, has been the interim
Chief Executive Officer and Chief Financial Officer of Dent Zone
International, Inc., a private company providing after market
services for the automobile market. From May 1999 through May
2003, Mr. Hall was the Chief Financial Officer of Probex Corp., a
formerly publicly traded used oil recycling company that filed
for protection under Chapter 7 of the United States Bankruptcy
Code in May 2003. Previously, he held senior level positions at
Recognition Equipment, Inc., Harris Adacom Corporation, and was a
multi-family housing developer. Mr. Hall began his career in
public accounting with Arthur Young & Company, a predecessor of
Ernst & Young LLP. Mr. Hall is a licensed CPA in the State of
Texas, a licensed Certified Management Accountant (CMA) and is a
graduate of the University of Texas at Austin.
Mr. Hall has not entered into a written employment
agreement relating to the terms of his employment by the Company,
however, the Company intends to enter into an agreement as soon
as practicable to memorialize the terms of his employment.
Mr. Hall previously served as a consultant to the Company on
matters relating to accounting and financial reporting. In
consideration of such consulting services, Mr. Hall received
compensation from the Company for the 2005 fiscal year in the
amount of approximately $38,000. Mr. Hall has no family
relationship with any director or executive officer of the
Company and there are no arrangements or understandings pursuant
to which he was selected as an officer.
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.
Date: January 19, 2006 NORTIA CAPITAL PARTNERS, INC.
By: /s/ William J. Bosso
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William J. Bosso
Chief Executive Officer