form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date
of Event: August 2, 2007
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
(Commission
File Number)
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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)
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On
August
2, 2007, the Company authorized the delivery to Anthony Newby and Brooke Newby,
as members of Newby Salons, L.L.C., of Sixty Thousand (60,000) shares of the
Corporation’s series C Preferred Stock, 30,000 shares each to the named
persons. The issuance represents the required payment pursuant to the
July 31, 2007 Stock Exchange Agreement between the Newbys and the
Company. The contract provides for the delivery of a total of 60,000
shares of the series C Preferred Stock to the Newbys in exchange for transfer
of
100% ownership in Newby Salons L.L.C.. The transaction was handled as
a private sale to an accredited investor, exempt from registration under Section
4(6) of the Securities Act of 1993.
ITEM
8.01 OTHER EVENTS
On
July
31, 2007, Nexia Holdings, Inc. (ACompany@)
executed an agreement with Anthony Newby and Brooke Newby (Newbys) to acquire
the Newbys 100% ownership interest in Newby Salons L.L.C., a Utah limited
liability company. In exchange for their 100% ownership
interest in Newby Salons L.L.C. the Newbys will receive 60,000 shares of Nexia’s
Class C Preferred stock. The purchase is deemed to be closed as of
the 1st day of
August, 2007.
Newby
Salons L.L.C, is the operator of the Reflections Hair & Image Studio located
at 3379 South Orchard Drive, Bountiful, Utah 84010. This salon
features the Aveda™ line of products. During the first five months of
2007 the Reflections Studio has reported unaudited gross revenues of
$111,993.35. The assets and inventory interests acquired by the
Company will be consolidated into Nexia’s balance sheet as of the date of
closing.
ITEM
9.01 Financial Statements and
Exhibits
Pro
forma
financial statements, if required, will be filed by amendment within the time
allowed by rule.
EXHIBIT PAGE
Pursuant
to the requirement 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.
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Nexia
Holdings, Inc. |
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Date:
August
8, 2007
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By:
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/s/ Richard
Surber |
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Richard
Surber |
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President |
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