form8k.htm
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
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: November 18, 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)
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033-22128D
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84-1062062
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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)
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
November 18, 2008, the Company authorized the delivery to Joseph Corso, Jr. of
Twenty Thousand (20,000) shares of the Corporation’s series C Preferred
Stock. The issuance represents compensation for providing or
obtaining promotional services for the benefit of the Company. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
On
November 18, 2008, the Company authorized the delivery to Geoffrey Eiten of Ten
Thousand (10,000) shares of the Corporation’s Series C Preferred
Stock. The issuance represents compensation for providing or
obtaining promotional services for the benefit of the Company. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
On
November 18, 2008, the Company authorized the delivery to R. Chris Cottone of
Thirty Thousand (30,000) shares of the Corporation’s Series C Preferred
Stock. The issuance represents compensation for providing technical
or technology services for the benefit of the Company. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
On
November 18, 2008, the Company authorized the delivery to AmeriResource
Technologies Corporation of Twenty Thousand (20,000) shares of the Corporation’s
Series C Preferred Stock. The issuance represents compensation for
providing or obtaining promotional services for the benefit of the
Company. The transaction was handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act of
1933.
On
November 18, 2008, the Company authorized the delivery to Geoffrey Eiten of Ten
Thousand (10,000) shares of the Corporation’s Series C Preferred
Stock. The issuance represents compensation for providing or
obtaining promotional services for the benefit of the Company. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
On
November 17, 2008 the Company reviewed the conversion of 60,000 shares of its
Series C Preferred Stock into 375,000,000 shares of common stock. The
conversions were made by a total of 13 different holders of the Series C shares,
all shares that had been issued and outstanding for in excess of one
year. Nexia has received from each of the parties representations
that none of them hold more than 4.9% of the issued and outstanding shares of
common stock, that they are not affiliates of the Company and that they will
comply will all applicable laws and regulations regarding the shares they are
receiving.
As a
result of the above set forth conversions, a total of 1,161,289,532 shares of
the common stock of Nexia Holdings, Inc. will be issued and
outstanding. Total number of restricted shares currently issued would
be approximately 538,976,123. The estimated float after the issuance
of the conversion shares described above would be approximately
612,677,000. The process of issuing all of the conversion shares may
take one or two business days following this statement.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
following exhibits are included as part of this report:
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Exhibit
No.
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Page
No.
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Description
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None
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 18th day of
November, 2008.
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Nexia
Holdings, Inc.
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Richard
Surber, President
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