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: March 2, 2009
(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 March
2, 2009 the Company entered into a Stock Exchange Agreement with AmeriResource
Technologies, Inc. to exchange 100,000 shares of the Company’s Series C
Preferred Stock for Series F Preferred Stock of AmeriResource with a stated
conversion value of $500,000. The shares of both companies will be
issued with restrictive legends and carry no guarantee of future value and thus
the exchange carries a significant risk of the loss of investment by the Company
in the preferred stock of AmeriResource. The agreement will be
handled as a private sale exempt from registration under Rule 506 of Regulation
D and the Securities Act of 1933.
On March
12, 2009 the Company entered into a Stock Exchange Agreement with Seamless
Corporation to exchange 200,000 shares of the Company’s Series C Preferred Stock
for 1,000,0000 Series C Preferred Stock of Seamless with a stated conversion
value of $1,000,000. The shares of both companies will be issued with
restrictive legends and carry no guarantee of future value and thus the exchange
carries a significant risk of the loss of investment by the Company in the
preferred stock of Seamless. The agreement will be handled as a
private sale exempt from registration under Rule 506 of Regulation D and the
Securities Act of 1933.
On March
12, 2009 the Company entered into a Stock Exchange Agreement with 1st Global
Financial Corp. to exchange 200,000 shares of the Company’s Series C Preferred
Stock for Preferred Stock of 1st Global
with a stated conversion value of $1,000,000. The shares of both
companies will be issued with restrictive legends and carry no guarantee of
future value and thus the exchange carries a significant risk of the loss of
investment by the Company in the preferred stock of 1st
Global. The agreement will be handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act of
1933.
As March
19, 2009 the Company is reporting that a total of 5,136,688,673 shares of its
common stock are issued and outstanding.
ITEM
9.01 Financial Statements and Exhibits
The
following exhibits are included as part of this report:
|
Exhibit
No.
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Page
No.
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Description
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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 19th day of
March, 2009.
Nexia
Holdings, Inc.
/s/ Richard
Surber .
Richard
Surber, President