form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934
ACT REPORTING REQUIREMENTS
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date
of
Event: September 7, 2007
(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
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
On
September 6 2007 the Company
authorized the delivery to Mr. Joseph Corso, Jr. Two Hundred Million
Three
Hundred Twenty Eight Thousand (200,328,000) shares of common stock of
the
Company stated par value of $0.0001. The issuance represents
approximately 4.8% of the currently issued and outstanding 3,927,995,086
shares
of common stock of the Company. The issuances was carried out in
partial satisfaction, in the sum of $37,381, of the “24% Series A Senior
Subordinated Convertible Redeemable Debenture Due November 1, 2007” debenture
held by Mr. Corso, the debenture has a face value of $200,000 and the
debentures
were originally issued in November of 2004. The conversion rate for
the debentures is equal to 70% of the market value of common stock at
the time
of conversion and Mr. Corso converted $37,381 of the value of the debenture
on
September 6, 2007. Mr. Corso has been verified as an accredited
investor as that term is defined by federal securities rules and
regulations. The transaction was handled as a private sale
exempt from registration under Section 4(6) of the Securities Act of
1993.
On
September 7, 2007, the Company authorized the delivery to J H Darbie
& Co.,
Inc. of 99 Wall Street, 6th Floor,
New York,
NY 10005, of Twenty Four Thousand (24,000) shares of the Corporation’s Series C
Preferred Stock. The issuance represents the required payment
pursuant to the September 4, 2007 Financial Advisory Agreement between
J H
Barbie & Co., Inc. and the Company. The contract provides for the
provision of services to the Company in exchange for the delivery of
the series
C Preferred Stock. 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
9.01 Financial Statements and Exhibits
The
following exhibits are included as part of this report:
| Exhibit
No. |
Page
No.
|
Description
|
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 12th day
of September,
2007.
Nexia
Holdings, Inc.
/s/ Richard Surber
Richard
Surber, President