UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary information statement
[ ] Confidential, for Use of the Commission Only
[ ] Definitive information statement
NORTIA CAPITAL PARTNERS, INC.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
Not Applicable.
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(4) Proposed maximum aggregate value of transaction:
Not Applicable.
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(5) Total fee paid:
Not Applicable.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not Applicable.
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(2) Form, Schedule or Registration Statement No.: Not Applicable.
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(3) Filing Party: Not Applicable.
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(4) Date Filed: Not Applicable.
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PRELIMINARY FILING
NORTIA CAPITAL PARTNERS, INC.
400 Hampton View Court
Alpharetta, GA 30004
INFORMATION STATEMENT
March __, 2006
We Are Not Asking You For A Proxy And
You Are Requested Not To Send Us a Proxy
This information statement is being provided on behalf of the
board of directors (the "Board") of Nortia Capital Partners, Inc.
(the "Company") to record holders of shares of our common stock
("Shareholders") as of the close of business on the record date
March 14, 2006. This information statement provides notice that
the Board has recommended, and holders of a majority of the
voting power of our outstanding common stock have voted, to
approve the following items:
Proposal 1: Authorization to the Board to withdraw the
Company's election to be treated as a business development
company ("BDC") under the Investment Company Act of 1940,
as amended (the "1940 Act").
This information statement describes, in more detail, the actions
being taken and the circumstances surrounding the Board's
recommendation of the actions. The action will become effective
as of the filing of the Form N-54C with the Securities and
Exchange Commission (the "SEC").
The Company will bear the expenses relating to this information
statement, including expenses in connection with preparing and
mailing this information statement and all documents that now
accompany or may in the future supplement it.
Only one information statement is being delivered to multiple
shareholders sharing an address, unless the Company has received
contrary instructions from one or more of the shareholders. The
Company will undertake to deliver promptly upon written or oral
request a separate copy of the information statement to a
shareholder at a shared address to which a single copy of the
information statement was delivered. You may make a written or
oral request by sending a written notification to the Company's
principal executive offices stating your name, your shared
address and the address to which the Company should direct the
additional copy of the information statement or by calling the
Company's principal executive offices. If multiple shareholders
sharing an address have received one copy of this information
statement and would prefer the Company mail each shareholder a
separate copy of future mailings, you may send notification to or
call the Company's principal executive offices. Additionally, if
current shareholders with a shared address received multiple
copies of this information statement and would prefer us to mail
one copy of future mailings to shareholders at the shared
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address, notification of that request may also be made by mail or
telephone call to the Company's principal executive offices.
The information statement is being provided to you for
informational purposes only. Your vote is not required to
approve these actions. This information statement does not
relate to an annual meeting or special meeting in lieu of an
annual meeting. You are not being asked to send a proxy and you
are requested not to send one. The approximate mailing date of
this information statement is April 12, 2006.
We appreciate your continued interest in Nortia Capital Partners,
Inc.
Very truly yours,
/s/ William J. Bosso
William J. Bosso
Chief Executive Officer
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PRELIMINARY DRAFT
INFORMATION STATEMENT
OF
NORTIA CAPITAL PARTNERS, INC.
400 HAMPTON VIEW COURT
ALPHARETTA, GA 30004
BOARD MEETING
The Board of the Company met by telephonic conference on February
10, 2006 at 3:00 p.m. and determined that it was in the best
interest of the Company and its shareholders to withdraw its
election to be regulated as a business development company
("BDC") under the Investment Company Act of 1940, as amended (the
"1940 Act"). The holders of a majority of the voting power of
the Company's outstanding common stock have voted to approve the
recommendation of the Board. This information statement is being
provided to shareholders to inform them of the circumstances
surrounding and the reasons for the actions being taken.
PROPOSAL
In January 2005, the Company filed an election to become subject
to the 1940 Act, such that it could commence conducting business
as a business development company ("BDC"). The Company elected
BDC status intending to provide debt and equity capital to
companies that it believed presented opportunities for superior
performance through liquidity events, recapitalizations, internal
growth, product, or geographic expansion, the completion of
complementary add-on acquisitions, or industry consolidations.
The Company generally expected to invest in emerging and
development-stage micro-cap companies that intended to be listed
on U.S. equity markets, including the OTC Bulletin Board, but
which otherwise lacked the necessary capital and depth of
management to expand their businesses. Commensurate with those
goals, in June 2005, the Company determined to begin an offering
of shares of common stock as a BDC in accordance with the
exemption from registration requirements of the Securities Act of
1933 (the "1933 Act") as provided by Regulation E.
In connection with that prospective offering, the Company filed a
Form 1-E with the Securities and Exchange Commission (the "SEC"),
which was subsequently reviewed and a comment letter issued (the
"Comment Letter"). As a result, the Company understood that it
may have been out of compliance with certain of the rules and
regulations governing the business and affairs, financial status,
and financial reporting items required of BDCs.
In response to the Comment Letter, during 2005, the Company
conducted a review of its compliance with the 1940 Act and
determined that it was not in compliance with several important
provisions of that Act. The Company's significant compliance and
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remediation costs, in terms of both time and dollars, have
operated as an encumbrance on the Company's resources.
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 has determined that continuation as a BDC is not in the
best interest of the Company and its shareholders at the present
time. A majority of the voting power of the Company's
outstanding common stock, which is held by William Bosso, Matthew
Henninger, Harrysen Mittler, John Benton, JP Baron II, Michael
Marshall, and Jon Van Tuin, has voted to approve the
recommendation of the Board, that the Company file a Form N-54C
and withdraw its election to be registered as a BDC.
Subsequent to the filing of the Form N-54C, the Company intends
to pursue a business model whereby it would provide merchant
banking-type services to small, private companies seeking to
become publicly held and traded (the "New Business Model").
Specifically, the Company will identify small private companies
(the "Clients") [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
Client, which will then be registered by the Client in its
initial public offering. The Company anticipates that the shares
it receives as compensation will be assessed at par value. The
Company will at all times report shares it receives as
compensation on its periodic reports filed with the SEC. Upon
the Client's initial public offering, the Company will
immediately distribute to its shareholders all of the Client's
shares held.
Under the New Business Model, the Company will 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, it will not hold itself out as being engaged primarily in
the business of investing, reinvesting or trading in securities.
In addition, the Company will 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's violations of the 1940 Act may cause the Company to
incur certain liabilities. Such liabilities can not be estimated
by management as of this time. However, such liabilities, if
incurred, could have a significant impact on the Company's
ability to continue as a going concern.
RISKS ASSOCIATED WITH THE WITHDRAWAL OF ELECTION TO BE REGULATED
AS A BDC
When the Company ceases to be a BDC, the shareholders will lose
certain protections, including the following:
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* The Company will no longer be subject to the requirement
that it maintain a ratio of assets to senior securities of
at least 200%;
* The Company will no longer be prohibited from protecting any
director or officer against any liability to the Company or
the Company's shareholders arising from willful malfeasance,
bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of that person's office;
* The Company will no longer be required to provide and
maintain a bond issued by a reputable fidelity insurance
company to protect it against larceny and embezzlement;
* The Company will no longer be required to ensure that a
majority of the directors are persons who are not
"interested persons," as that term is defined in section 56
of the 1940 Act, and certain persons that would be prevented
from serving on the Company's board if it were a BDC (such
as investment bankers) will be able to serve on the
Company's board;
* The Company will no longer be subject to provisions of the
1940 Act regulating transactions between BDCs and certain
affiliates and restricting the Company's ability to issue
warrants and options;
* The Company will be able to change the nature of its
business and fundamental investment policies without having
to obtain the approval of its shareholders;
* The Company will no longer be subject to provisions of the
1940 Act prohibiting the issuance of securities at below net
asset value;
* The Company will no longer be subject to the other
provisions and protections set forth in Sections 55 through
64 of the 1940 Act and the rules and regulations promulgated
thereunder.
However, the Board will still be subject to customary principles
of fiduciary duty with respect to the Company and its
shareholders.
In addition, withdrawal of the Company's election to be treated
as a BDC will not affect the Company's registration under Section
12(b) of the Securities Exchange Act of 1934 (the "Exchange
Act"). Under the Exchange Act, the Company is required to file
periodic reports on Form 10-K, Form 10-Q, Form 8-K, proxy
statements and other reports required under the Exchange Act.
EFFECT ON THE FINANCIAL STATEMENTS AND TAX STATUS
The withdrawal of the Company's election to be regulated as a BDC
will result in a change in its method of accounting. BDC
financial statement presentation and accounting uses the value
method of accounting used by investment companies, which allows
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BDCs to recognize income and value their investments at market
value as opposed to historical cost. Operating companies use
either the fair-value or historical-cost methods 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.
Changing the Company's method of accounting could reduce the
market value of its investments in privately held companies by
eliminating the Company's ability to report an increase in value
of its holdings as they occur. The Company believes that, in
light of its limited assets, the effect of the change in method
of accounting should not be material.
The Company does not believe that withdrawing its election to be
regulated as a BDC will have any impact on its federal income tax
status, because the Company never elected to be treated as a
regulated investment company under Subchapter M of the Internal
Revenue Code. Instead, the Company has always been subject to
corporate level federal income tax on its income (without regard
to any distributions it makes to its shareholders) as a "regular"
corporation under Subchapter C of the Internal Revenue Code.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except in their capacity as shareholders (which interest does not
differ to that of the common shareholders), none of the Company's
officers, directors, or any of their respective affiliates has
any interest in the withdrawal of the Company's election to be
regulated as a BDC.
VOTING SECURITIES
Although Shareholders are not being asked to approve or
disapprove or otherwise vote on any matter discussed in this
information statement, the following generally describes voting
rights of Shareholders.
As of the record date, March 14, 2006, there are 22,813,254
shares of common stock outstanding. Each share represents one
vote. There are currently no arrangements known to the Company,
the operation of which may result in a change in control of the
registrant.
SHAREHOLDER PROPOSALS
As a general matter, the Company does not hold annual meetings of
shareholders, and, therefore, the anticipated date of a meeting
of shareholders cannot be provided. Any shareholder proposal
that properly may be included in proxy solicitation materials for
a meeting of shareholders must be received by the Company a
reasonable time prior to the date voting instructions or proxy
materials are mailed to shareholders.
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DISSENTERS' RIGHT OF APPRAISAL
Under Nevada law and our certificate of incorporation and bylaws,
no shareholder has any right to dissent to the Company's
withdrawal of election to be registered as a BDC under the 1940
Act, and no shareholder is entitled to appraisal of or payment
for their shares of the Company's stock.
MORE INFORMATION
The Company will furnish, without charge, a copy of the annual
report and the most recent semi-annual report succeeding the
annual report to a shareholder, upon request to William J. Bosso,
400 Hampton View Court, Alpharetta, GA 30004 or by calling
collect to 770-777-6795, by first class mail, within three
business days of receipt of the request.
INQUIRIES
Shareholders may make inquiries by contacting William J. Bosso at
770-777-6795.
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