UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-26843
CUSIP NUMBER
668587 10 8
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(Check One): [X] Form 10-K [ ] Form 20-F [ ]Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For period ended: April 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended: ___________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Nortia Capital Partners, Inc.
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Full Name of Registrant
Not applicable
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Former Name if Applicable
400 Hampton View Court
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Address of Principal Executive Office (Street and Number)
Alpharetta, GA 30004
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[ ] (a) The reason described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of
transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed
time period.
This Annual Report on Form 10-K for the year ended April 30,
2006, could not be filed within the prescribed period
because the Company has changed the nature of its business
so as to cease to be a business development company and has
changed the nature of its business focus from investing,
owning, holding, or trading in investment securities toward
that of an operating company intending to pursue a business
model whereby it would provide merchant banking-type
services to small, private companies seeking to become
publicly held and traded, whose focus will be developing a
viable investment business plan.
In this regard, in May 2006, the Company filed Form N-54C
with the Commission, giving notification that it has
withdrawn its election to be subject to sections 55 through
65 of the Investment Company Act of 1940, as amended (the
"Act"), pursuant to section 54(c) of the Act.
Accordingly, the Company's management requires additional
time to complete the extensive disclosures required with
respect to this significant change.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
William J. Bosso 770 777-6795
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If answer is no, identify report(s). [X] Yes No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
Nortia Capital Partners, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: July 31, 2006 By: /s/ William J. Bosso
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Name: William J. Bosso
Title: Chief Executive Officer
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ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
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