NEXH PREM 14C 07/31/2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
CURRENT
REPORT
PURSUANT
TO SECTION 14 (C)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report July 31, 2006
Nexia
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
|
33-221280
(SEC
File Number)
|
84-1062062
(IRS
Employer Identification Number)
|
c/o,
Richard Surber, President
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
(Address
of principal executive offices)
(801)
575-8073
(Registrant's
telephone number, including area code)
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
Check
the
appropriate box:
| |
[X]
|
Preliminary
Information Statement
|
| |
[
]
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
|
| |
[
]
|
Definitive
Information Statement
|
Payment
of Filing Fee (Check the appropriate box):
| |
[
]
|
Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and
0-11.
|
1)
Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount of which the filing fee is
calculated and state how it was determined): 0
4)
Proposed maximum aggregate value of transaction: 0
5)
Total
fee paid:
| |
[
]
|
Fee
paid previously with preliminary
materials.
|
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[
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|
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:
2)
Form,
Schedule or Registration No.:
3)
Filing
Party:
4)
Date
Filed
Nexia
Holdings, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
(801)
575-8073
To
the
Stockholders of Nexia Holdings, Inc.:
This
Information Statement is furnished to the stockholders of Nexia Holdings, Inc.,
a Nevada corporation (“Nexia”), in connection with the following corporate
action in connection with resolutions of the Board of Directors and the written
consent of holders of in excess of 50% of the voting rights of Nexia providing
for shareholder authorization to the board of directors of the corporation
to
increase the number of authorized shares of the common stock of the corporation
from 10 billion shares to 50 billion shares and to reduce the par value of
shares of the common stock to $0.0001.
Nexia
is
not asking you for a proxy and you are requested to not send a
proxy.
Only
stockholders of record at the close of business on July 27, 2006 shall be given
a copy of the Information Statement.
By
Order
of the Board of Directors
/s/
Richard Surber .
Richard
Surber, President
This
information statement is being furnished to all holders of the common stock
of
Nexia in connection with the Proposed Action by Written Consent to authorize
the
board of directors to carry out an increase in the number of authorized shares
of common stock to 50 billion shares and to reduce the par value of the shares
of common stock to $0.0001.
ITEM
1.
INFORMATION
STATEMENT
This
information statement is being furnished to all holders of the common stock
of
Nexia Holdings, Inc., a Nevada Company ("Nexia"), in connection with resolutions
of the Board of Directors and the written consent of the holders of in excess
of
50% of the voting rights of the shareholders of Nexia. The board of directors,
as approved by the written consent of the holders of in excess of 50% of the
voting rights of the shareholders of Nexia, provides public notice of the
approval and authorization for an increase in the number of authorized shares
of
the common stock of Nexia to 50 billion. The Amendment to the Articles of
Incorporation to increase the number of authorized shares of common stock would
be filed at a future date and time to be determined by the board of directors.
The reduction in the stated par value of the shares of common stock of Nexia
would be to $0.0001 through an amendment to the Articles of Incorporation of
the
corporation.
The
Board
of Directors, and persons owning a majority of the outstanding voting securities
of Nexia, have unanimously adopted, ratified and approved the proposed actions
by the Nexia board of directors. No other votes are required or necessary.
See
the caption "Vote Required for Approval" below. The increase in the authorized
number of common shares and the reduction in the stated par value of the shares
of common stock would become effective upon filing of an amendment to the
Articles of Incorporation of Nexia with the Nevada Secretary of State’s
office.
The
Form
10-QSB for quarterly period ended March 31, 2006 and the form 10-KSB for the
year ended December 31, 2005, and any reports on Form 8-K filed by Nexia during
the past year with the Securities and Exchange Commission may be viewed on
the
Securities and Exchange Commission’s web site at www.sec.gov
in the
Edgar Archives. Nexia is presently current in the filing of all reports required
to be filed by it. See the caption Additional Information, below.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION
TO
INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES TO FIFTY
BILLION.
Nexia’s
Articles of Incorporation, as currently in effect, authorizes Nexia to issue
up
to 10,000,000,000 shares of common stock, par value $0.001 per share. The Board
of Directors has proposed an increase in the number of authorized shares of
the
common stock of Nexia. Upon the approval by the consenting shareholders holding
a majority of the outstanding voting securities and then the filing of the
Amended Articles of Incorporation, Nexia will be authorized to issue
50,000,000,000 shares of common stock, the stated par value per share will
be
decreased to $0.0001 and the 50,000,000 shares of preferred stock, $0.001 par
value per share will remain the same.
The
Board
of Directors believes that it is in Nexia's and Nexia's stockholders' best
interests to increase the availability of additional authorized but unissued
capital stock to provide Nexia with the flexibility to issue equity for other
proper corporate purposes which may be identified in the future. Such future
activities may include, without limitation, raising equity capital, adopting
Employee Stock Plans or making acquisitions through the use of stock. The Board
of Directors has no immediate plans, understandings, agreements or commitments
to issue additional shares of stock for any purpose not previously disclosed
in
the company’s public filings.
The
Board
of Directors believes that the increase in authorized capital will make a
sufficient number of shares available, should Nexia decide to use its shares
for
one or more of such previously mentioned purposes or otherwise. Nexia reserves
the right to seek a further increase in authorized shares from time to time
in
the future as considered appropriate by the Board of Directors.
The
increased capital will provide the Board of Directors with the ability to issue
additional shares of stock without further vote of the stockholders of Nexia,
except as provided under Nevada corporate law or under the rules of any national
securities exchange on which shares of stock of Nexia are then listed. Under
Nexia’s Articles, the Nexia stockholders do not have preemptive rights to
subscribe to additional securities which may be issued by Nexia, which means
that current stockholders do not have a prior right to purchase any new issue
of
capital stock of Nexia in order to maintain their proportionate ownership of
Nexia's stock. In addition, if the Board of Directors elects to issue additional
shares of stock, such issuance could have a dilutive effect on the earnings
per
share, voting power and shareholdings of current stockholders.
In
addition to the corporate purposes discussed above, the authorization of
additional capital, under certain circumstances, may have an anti-takeover
effect, although this is not the intent of the Board of Directors. For example,
it may be possible for the Board of Directors to delay or impede a takeover
or
transfer of control of Nexia by causing such additional authorized shares to
be
issued to holders who might side with the Board in opposing a takeover bid
that
the Board of Directors determines is not in the best interests of Nexia and
our
stockholders. The increased authorized capital therefore may have the effect
of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the increased capital
may
limit the opportunity for Nexia stockholders to dispose of their shares at
the
higher price generally available in takeover attempts or that may be available
under a merger proposal. The increased authorized capital may have the effect
of
permitting Nexia’s current management, including the current Board of Directors,
to retain its position, and place it in a better position to resist changes
that
stockholders may wish to make if they are dissatisfied with the conduct of
Nexia's business. However, the Board of Directors is not aware of any attempt
to
take control of Nexia and the Board of Directors did not propose the increase
in
Nexia's authorized capital with the intent that it be utilized as a type of
anti-takeover device.
The
relative voting and other rights of holders of the common stock will not be
altered by the authorization of additional shares of common stock, nor the
authorization of a class of preferred shares. Each share of common stock will
continue to entitle its owner to one vote. As a result of the increased
authorization, the potential number of shares of common stock outstanding will
be increased.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed increase in authorized shares. This
discussion is based upon the Internal Revenue Code, existing and proposed
regulations thereunder, legislative history, judicial decisions, and current
administrative rulings and practices, all as amended and in effect on the date
hereof. Any of these authorities could be repealed, overruled, or modified
at
any time. Any such change could be retroactive and, accordingly, could cause
the
tax consequences to vary substantially from the consequences described herein.
No ruling from the Internal Revenue Service (the “IRS”) with respect to the
matters discussed herein has been requested, and there is no assurance that
the
IRS would agree with the conclusions set forth in this discussion.
This
discussion may not address federal income tax consequences that may be relevant
to particular shareholders in light of their personal circumstances or to
shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences under
state, local or foreign laws.
SHAREHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE
OF
THE INCREASE IN AUTHORIZED SHARES AND RESTATEMENT OF PAR VALUE FOR THEM,
INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES
IN
APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED
LEGISLATION.
The
increase in the number of authorized shares will not affect any existing
shareholder’s number of shares as they currently exist, the reduction in the
stated par value of each share may result in a decrease in the valuation
assigned to such shares compared to their current valuation.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES AND THE CHANGE IN THE STATED PAR VALUE OF THE COMMON
STOCK
Q.
WHY
HAS THE PROPOSAL BEEN MADE TO INCREASE THE NUMBER OF COMMON SHARES?
A.
Our
Board of Directors believes that the authorized shares of Common Stock remaining
available for issuance is not sufficient to enable Nexia to respond to potential
business opportunities and to pursue important objectives that may be
anticipated. Accordingly, our Board of Directors believes that it is in our
best
interests to increase the number of authorized shares of Common Stock as
proposed. Our Board of Directors believes that the availability of such shares
will provide us with the flexibility to issue Common Stock for proper corporate
purposes that may be identified by our Board of Directors from time to time,
such as financing, acquisitions, compensation of employees, the establishment
of
strategic business relationships with other companies or the expansion of
Nexia's business or product lines through the acquisition of other businesses
or
products. The increase in the number of authorized shares of common stock is
recommended by Nexia’s Board in order to provide a sufficient reserve of such
shares for the future growth and needs of Nexia.
The
Board
of Directors also believes the availability of additional shares of Common
Stock
will enable Nexia to attract and retain talented employees, directors and
consultants through the grant of stock options and other stock-based
incentives.
Q.
HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO INCREASE THE NUMBER OF COMMON
SHARES?
A.
The
three members of the Board of Directors have approved the increase in the number
of common shares as in the best interest of Nexia and the best interest of
the
current shareholders of Nexia.
Q.
WILL I
RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A RESULT OF
THESE PROPOSALS?
A.
As a
current shareholder of Nexia your class of stock and the number of shares that
you hold will not be affected or change as a result of the adoption of the
proposals. For example, a current holder of 500 shares of common stock will
remain a holder of 500 shares of common stock.
Q.
WILL
THE CHANGES TO THE ARTICLES OF INCORPORATION RESULT IN ANY TAX LIABILITY TO
ME?
A.
The
proposed changes are intended to be tax free for federal income tax
purposes.
Q.
WHAT
VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A.
To
approve the proposal, the affirmative vote of a majority of the potential votes
cast as stock holders is required. Consents in favor of the proposal have
already been received from shareholders holding a majority of the voting
securities of Nexia.
Q.
WHO IS
PAYING FOR THIS INFORMATION STATEMENT?
A.
The
Company will pay for the delivery of this information statement.
Q.
WHOM
SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A:
Richard Surber, President of Nexia, 59 West 100 South, Second Floor, Salt
Lake
City, Utah 84101 (801) 575-8073, ext. 106.
VOTE
REQUIRED FOR APPROVAL
Section
78.385 of the Nevada Revised Statutes provides an outline of the scope of the
amendments of the Articles of Incorporation allowed a Nevada Corporation. This
includes the amendments discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation
are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration and must be approved by a majority of
the
outstanding voting securities.
The
Board
of Directors of Nexia have adopted, ratified and approved the change in the
authorized shares of Nexia and submit the proposed changes to the shareholders
for their approval. The securities that are entitled to vote to amend Nexia’s
Articles of Incorporation consist of issued and outstanding shares of Nexia’s
$0.001 par value common voting stock outstanding on July 27, 2006, the record
date for determining shareholders who are entitled to notice of and to vote
on
the proposed amendment to Nexia’s Certificate of Incorporation.
DISSENTER'S
RIGHTS OF APPRAISAL
The
Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's rights
in connection with the proposed restatement of the Articles of
Incorporation.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
Board
of Directors fixed the close of business on July 27, 2006 as the record date
for
the determination of the common shareholders entitled to notice of the action
by
written consent.
At
the
record date, Nexia had issued and outstanding 4,340,768,850 shares of $0.001
par
value common stock. Shareholders and corporations holding a controlling interest
equaling more than fifty percent (50%) of the voting rights of Nexia, as of
the
record date, have consented to the proposed amendments to the Articles of
Incorporation. The shareholders have consented to the action required to adopt
the amendment of Nexia's Articles of Incorporation. This consent was sufficient,
without any further action, to provide the necessary stockholder approval of
the
action.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of
the
Company's common stock as of July 27, 2006, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of
the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information
in
the table below are necessary for a complete understanding of the figures
provided below. As of July 27, 2006, there were 4,340,768,850 shares of common
stock issued and outstanding.
|
TITLE
OF
CLASS
|
NAME
AND ADDRESS OF
BENEFICIAL
OWNER
|
AMOUNT
&
NATURE
OF
BENEFICIAL
OWNERSHIP
|
PERCENT
OF CLASS
|
|
Preferred
Series
"B"
Stock
($0.001par
value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000,000
(3)
|
100%
|
|
Common
Stock
($0.001
par value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
20,091,937
Direct
12,862
Indirect(1)
|
0.46%
|
|
Common
Stock
($0.001
par value)
|
Gerald
Einhorn, VP & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Adrienne
Bernstein, Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
12,957
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Oasis
International Hotel & Casino, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
2,655(2)
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Diversified
Holdings I, Inc..
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
9,905(2)
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Joseph
Corso, Jr.
167
Zock Road
Cuddlebackville,
NY 12719
|
500,000,000
|
11.52%
|
|
Common
Stock
($0.001)
par Value
|
Directors
and Executive Officers as a Group
|
20,127,756
|
0.464%
|
(1)
The
shares owned by Diversified Holdings I, Inc. and Oasis International Hotel
&
Casino, Inc., are attributed beneficially to Richard D. Surber due to his
position as an officer and director in each of the said
corporations.
(2)
Richard Surber may be deemed a beneficial owner of 12,862 shares of the
Company's common stock by virtue of his position as an officer and director
of
Diversified Holdings I, Inc. (9,905 shares), and Oasis International Hotel
&
Casino, Inc. (2,655 shares). Mr. Surber personally owns 20,091,937
shares.
(3)
Series "B" has voting rights of 500 to 1 of the common stock, these shares
give
Mr. Surber 5,000,000,000 votes in any shareholder vote and his personal vote
of
these shares may not always be exercised in the best interest of the balance
of
the common stock shareholders.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate
of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
in
the proposed increase in the number of authorized shares of Nexia’s common stock
and the restatement of the par value of those shares or in any action covered
by
the related resolutions adopted by the Board of Directors, which is not shared
by all other stockholders.
ADDITIONAL
INFORMATION
Additional
information concerning Nexia Holdings, Inc. including its Form 10-KSB annual
report for the year ended December 31, 2005 and a quarterly report on Form
10-QSB for the past quarter March 31, 2006, any reports on Form 8-K or other
forms which have been filed with the Securities and Exchange Commission are
incorporated herein by reference. All of these forms may be accessed through
the
EDGAR archives, at www.sec.gov.
Dated:
July 31, 2006
By
Order
of the Board of Directors
/s/
Richard Surber .
Richard
Surber, President and Director
Exhibit
A
UNANIMOUS
WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION
OF THE BOARD OF DIRECTORS
OF
NEXIA
HOLDINGS, INC.
(A
Nevada
corporation)
The
undersigned, constituting the members of the Board of Directors (the
"Board")
of
Nexia Holdings, Inc., a Nevada corporation (the "Corporation"),
hereby
adopt the following resolution this 31st
day of
July, 2006.
WHEREAS,
the
Board believes it is in the best interest of the Corporation to obtain
shareholder consent to amend its Articles of Incorporation as set forth herein
to increase the authorized number of common shares from 10 billion to 50 billion
and to reduce the stated par value of each share of common stock from $0.001
to
$0.0001,
RESOLVED,
that
the Articles of Incorporation of this corporation be amended by changing the
Article thereof numbered “ Fourth” so that, as amended, said Article shall be
and read as follows:
FOURTH.
The stock of the corporation is divided into two classes: (1) common stock
in
the amount of fifty billion (50,000,000,000) shares having par value pf $0.0001
each, and (2) preferred stock in the amount of fifty million (50,000,000) shares
having par value of $0.001 each. The Board of Directors shall have the
authority, by resolution or resolutions, to divide the preferred stock into
series, to establish and fix the distinguishing designation of each such series
and the number of shares thereof (which number, by like action of the Board
of
Directors from time to time thereafter may be increased, except when otherwise
provided by the Board of Directors in creating such series, or may be decreased,
but not below the number of shares thereof then outstanding) and, within the
limitations of applicable law of the State of Nevada or as otherwise set forth
in this article, to fix and determine the relative rights and preferences of
the
shares of each series so established prior to the issuance, thereof. There
shall
be no cumulative voting by shareholders.
and;
WHEREAS,
the
Board has received the consent of the holders of a majority of the voting rights
held by the current shareholders of the Corporation sufficient to approve such
an action and has reviewed the proposed information statement prepared by the
management of the Corporation for filing with the Securities and Exchange
Commission;
THEREFORE
BE IT RESOLVED,
that the
Board hereby approves, authorizes, and ratifies the publication of an
information statement for public publication setting forth the decision of
the
Board to recommend such an increase in the number of authorized shares of the
common stock and to reduce the stated par value of the common shares from $0.001
to $0.0001 and the approval of such actions by the holders of a majority of
the
voting rights of the current shareholders of the Corporation and that such
a
statement having been reviewed by the Board the filing of said information
statement with the Securities and Exchange Commission is hereby approved and
authorized.
FURTHER
RESOLVED,
that the
undersigned officers and directors of the Corporation are hereby authorized,
empowered, and directed in the name and on behalf of the Corporation, to execute
and deliver all such documents, instruments, schedules, forms, and certificates,
to make all such payments or perform all such acts and things, and to execute
and deliver all such other documents as may be necessary from time to time
in
order to carry out the purpose and intent of this resolution, that all of the
acts and doings of any such officers that are consistent with the purpose of
this resolution, are hereby authorized, approved, ratified and confirmed in
all
respects. Accordingly, the above resolution is hereby unanimously
adopted.
Resolution
of Nexia Holdings, Inc. dated July 31, 2006
/s/
Gerald Einhorn .
/s/
Richard Surber .
Gerald
Einhorn,
Director
Richard
D. Surber, Director
/s/
Adrienne Bernstein
Adrienne
Bernstein, Director
Exhibit
“B”
STATE
OF NEVADA
CERTIFICATE
OF AMENDMENT
OF
ARTICLES OF INCORPORATION
NEXIA
HOLDINGS, INC.
Nexia
Holdings, Inc., Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Nevada.
DOES
HEREBY CERTIFY:
FIRST:
That at
a meeting of the Board of Directors of Nexia Holdings, Inc. resolutions were
duly adopted setting forth a proposed amendment of the Articles of Incorporation
of said corporation, declaring said amendment to be advisable and receiving
the
consent of a majority of the stockholders of said corporation in consent
thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED,
that
the Articles of Incorporation of this corporation be amended by changing the
Article thereof numbered “ Fourth” so that, as amended, said Article shall be
and read as follows:
FOURTH.
The stock of the corporation is divided into two classes: (1) common stock
in
the amount of fifty billion (50,000,000,000) shares having par value pf $0.0001
each, and (2) preferred stock in the amount of fifty million (50,000,000) shares
having par value of $0.001 each. The Board of Directors shall have the
authority, by resolution or resolutions, to divide the preferred stock into
series, to establish and fix the distinguishing designation of each such series
and the number of shares thereof (which number, by like action of the Board
of
Directors from time to time thereafter may be increased, except when otherwise
provided by the Board of Directors in creating such series, or may be decreased,
but not below the number of shares thereof then outstanding) and, within the
limitations of applicable law of the State of Nevada or as otherwise set forth
in this article, to fix and determine the relative rights and preferences of
the
shares of each series so established prior to the issuance, thereof. There
shall
be no cumulative voting by shareholders.
SECOND:
That
thereafter, pursuant to resolution of its Board of Directors, the consent of
a
majority of the stockholders of said corporation was duly received and the
necessary number of shares as required by statute consent to the
amendment.
THIRD:
That
said amendment was duly adopted in accordance with the provisions of the General
Corporation Law of the State of Nevada,
IN
WITNESS WHEREOF,
said
corporation, Nexia Holdings, Inc. has caused this certificate to be signed
by,
Richard Surber, an Authorized Officer, this ________
Day
of_________,
2006.
____________________________
Richard
Surber, President and Director