1934
ACT REPORTING REQUIREMENTS
FORM
8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of
Event: January 11, 2008
(date of
earliest event reported)
NEXIA HOLDINGS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
|
033-22128D
(Commission
File Number)
|
84-1062062
(IRS
Employer Identification
Number)
|
59 West 100 South, Suite
200, Salt Lake City, Utah 84101
(Address
of principal executive offices)
(801)
575-8073
(Registrant's
telephone number, including area code)
|
ITEM
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
|
On
November 7, 2008, Landis Salons, Inc., a majority owned subsidiary of Green
Endeavors, Ltd which is a majority owned subsidiary of Nexia Holdings, Inc.(the
“Company” or the “Corporation”), entered into a Merchant Receivable
Sale and Security Agreement with GIA Capital, Inc. to exchange $101,470 in
future credit card purchases for an immediate cash payment of
$73,000. Under the terms of the agreement, 10% of VISA and Master
Card sales proceeds of Landis Salons shall be paid over to GIA Capital until the
full amount of $101,470 shall have been paid.
On
December 9, 2008 the Company entered into a Real Estate Purchase Agreement with
Casey J. Coleman for the purchase of a two residential properties located in
Salt Lake City, Utah in exchange for the issuance and delivery to Mr. Coleman of
93,000 restricted shares of Series C Preferred Stock. The property is
currently 100% occupied. The stock has a stated conversion value of
$465,000 worth of the Company’s common stock.
|
ITEM
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
On
February 6, 2008 the board of directors authorized the issuance of 10,000 shares
of Series C Preferred stock to Ron Berner for contract agreement for future
services. The transaction was handled as a private sale exempt from registration
pursuant to Rule 506 of Regulation D under the Securities Act of
1933.
On April
15, 2008 the board of directors authorized the issuance of 10,500 shares of
Series C Preferred stock to Jared Gold for services. The transaction was handled
as a private sale exempt from registration pursuant to Rule 506 of Regulation D
under the Securities Act of 1933.
On May
29, 2008 the board of directors authorized the issuance of 22,000 shares of
Series C Preferred stock to Michael Clark for promotional services and payment
of debt. The transaction was handled as a private sale exempt from registration
pursuant to Rule 506 of Regulation D under the Securities Act of
1933.
On
September 25, 2008 the board of directors authorized the issuance of 20,000
shares of Series C Preferred stock to Daniel Nappi for services. The transaction
was handled as a private sale exempt from registration pursuant to Rule 506 of
Regulation D under the Securities Act of 1933.
On
November 19, 2008, the Company authorized the delivery to William Nicolich of
Ten Thousand (10,000) shares of the Corporation’s series C Preferred
Stock. The issuance represents compensation for providing or
obtaining web services for the benefit of the Company. The
transaction was handled as a private sale exempt from registration pursuant to
Rule 506 of Regulation D under the Securities Act of 1933.
On
November 19, 2008, the Company authorized the delivery of Ten Thousand (10,000)
shares of the Corporation’s series C Preferred Stock to each of the three
directors, Gerald Einhorn, Richard Surber and Adrienne Bernstein as compensation
for their services.
On
December 12, 2008 the board of directors authorized the issuance of 4,000 shares
of Series C Preferred stock to Anatomy Screen Printing for consulting services.
The transaction was handled as a private sale exempt from registration pursuant
to Rule 506 of Regulation D under the Securities Act of 1933.
On
December 31, 2008 the Company authorized the deliver to Casey J. Coleman of
93,000 restricted shares of the Company’s series C Preferred
Stock. The issuance represents the consideration for the purchase of
two residential parcels of real estate. The transaction was handled
as a private sale exempt from registration pursuant to Rule 506 of Regulation D
under the Securities Act of 1933.
Litigation
by the landlord’s of former retail stores for Gold Fusion Laboratories, Inc.
have resulted in the entry of two summary judgments in state
court. Judgments were granted to Fashion Place, LLC in the amount of
$95,278 against Gold Fusion and the Company and to Terranet Investments in the
amount of $68,313 against Gold Fusion and Jared Gold,
individually. Both judgments are for unpaid rent following the
closing of the store locations in malls located in Murray, Utah and Provo,
Utah. Gold Fusion Laboratories, Inc. has ceased all operations and is
out of business.
The total
number of issued and outstanding shares of common stock of Nexia Holdings, Inc.
as of February 2, 2009 is 2,440,688,673. Recent issuances have included shares
pursuant to the Company’s S-8 Registration Statement and the conversion of
shares of Series C Preferred Stock into common stock.
On
January 11, 2008 the board of directors authorized the issuance of 1,250,000
shares of common stock through the Company’s S-8 plan to Fred Hunzeker for
services rendered.
On
February 19, 2008 Richard Surber, President and CEO returned two stock
certificates totaling 228,440 shares to Nexia to be cancelled.
On
February 22, 2008 the board of directors authorized the issuance of 4,500,000
shares of common stock through the Company’s S-8 plan to Fred Hunzeker for
services rendered.
On June
19, 2008 the board of directors authorized the issuance of 10,000 shares of
common stock to Mike Bates through the Company’s S-8 plan for services provided
to the Company.
On June
19, 2008 the board of directors authorized the issuance of 10,000 shares of
common stock to Cassandra Dean through the Company’s S-8 plan for services
provided to the Company.
On June
19, 2008 the board of directors authorized the issuance of 10,000 shares of
common stock to Scott Schimmelpfennig through the Company’s S-8 plan for
computer services provided to the Company.
On August
28, 2008, the Company cancelled 10,000 shares of common stock that were issued
in April of 2008 to Kristen Bankston in anticipation of her exercising related
stock options; however, the options were never exercised.
On
September 9, 2008 the board of directors authorized the issuance of 100,000
shares of common stock to John Mortensen through the Company’s S-8 plan for
services provided to the Company.
On
September 9, 2008 the board of directors authorized the issuance of 100,000
shares of common stock to Michael Golightly through the Company’s S-8 plan for
services provided to the Company.
On
September 9, 2008 the board of directors authorized the issuance of 100,000
shares of common stock to Fredrick Hunzeker through the Company’s S-8 plan for
services provided to the Company.
On
September 25, 2008 the board of directors authorized the issuance of 250,000
shares of common stock to Shauna Postma through the Company’s S-8 plan for
services provided to the Company.
On
September 25, 2008 the board of directors authorized the issuance of 250,000
shares of common stock to Pamela Hyde through the Company’s S-8 plan for
services provided to the Company.
On
September 25, 2008 the board of directors authorized the issuance of 250,000
shares of common stock to Daniel Nappi through the Company’s S-8 plan for
services provided to the Company.
All S-8
share issuances noted above have been reported on a consolidated basis in the
Company’s prior 10-Q’s and 10-K filed during the year of 2008.
On
October 24, 2008 the board of directors authorized the issuance of 5,000,000
shares of common stock through its S-8 plan to Scott Schimmelpfennig for helping
support the Company’s information system.
On
October 24, 2008 the board of directors authorized the issuance of 5,000,000
shares of common stock through its S-8 plan to Chris Cottone for Edgar filing
services.
On
October 24, 2008 the board of directors authorized the issuance of 10,000,000
shares of common stock to Shauna Postma through the Company’s S-8 plan for
services rendered.
On
December 22, 2008 the board of directors authorized the issuance of 11,500,000
shares of common stock through its S-8 plan to Conrad Nagel for accounting
services.
During
the year of 2008 through January 30, 2009, the Company converted 212,311 Series
C shares and 50,000 Series A shares of preferred stock into 2,300,287,700 shares
of common stock.
On
January 8, 2009 the board of directors authorized the issuance of 41,750,000
option shares of stock through the S-8 plan to Richard D. Smith for accounting
services.
The
Company issued 727 additional shares of common stock during the year of 2008 for
adjustments created from reverse stock splits. The Company redeemed 904 shares
of common stock by paying one dollar to each shareholder holding only one share
of common stock after the reverse stock splits.
ITEM
9.01 Financial
Statements and Exhibits
The
following exhibits are included as part of this report:
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
this 2nd day of February, 2009.
Nexia
Holdings, Inc.
/s/ Richard Surber,
President.
Richard
Surber, President