NEXH DEF 14C 01/29/2007
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 January 26, 2007
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:
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[
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Preliminary
Information Statement
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[
]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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[X]
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Definitive
Information Statement
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of Filing Fee (Check the appropriate box):
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Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and
0-11.
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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:
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Fee
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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)
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Previously Paid:
2)
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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
conduct up to a one-for-ten reverse stock split of the common stock of the
corporation.
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 January 11, 2007 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 a reverse split of the common stock on an up
to
one-for-ten (1:10) basis.
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 53% of the
voting rights of the shareholders of Nexia, provides public notice of the
approval and authorization to conduct a reverse split of the common stock of
Nexia on a basis of up to 1-for-10 shares. The reverse split would be conducted
at a future date and time to be determined by the board of
directors.
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 reverse split adopted by
the
board of directors will become effective upon final approval by the board and
the filing of required notices with the Nevada Secretary of State's
office.
The
Form
10-QSB for quarterly period ended September 30, 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 Commissions 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 CONDUCT UP TO A ONE-FOR TEN SHARE REVERSE
STOCK SPLIT OF NEXIA'S
COMMON STOCK.
Nexia's
board
had determined that it would be in the Company's
best
interest in the near future to conduct a reverse split of its common stock
on up
to a one for ten basis and has received the consent of holders of a majority
of
the voting rights of the Company's
securities to authorize the board to conduct such a reverse split in the
Board's
discretion.
The
board
believes that a reverse split would provide for the combination of the presently
issued and outstanding shares of common stock into a smaller number of shares
of
identical common stock. This process, that is known as a reverse split, would
take up to ten shares of the presently issued and outstanding common stock
on
the effective date of the amendment to the articles of incorporation that would
carry out the reverse split and convert those shares into one share of the
post-reverse stock split common stock.
The
board
has indicated that fractional shares will not be issued. Instead, Nexia will
issue one full share of the post-reverse stock split common stock to any
shareholder who would have been entitled to receive a fractional share as a
result of the process. Each shareholder will hold the same percentage of the
outstanding common stock immediately following the reverse stock split as that
shareholder did immediately prior to the stock split, except for minor
adjustment as a result of the additional shares that will need to be issued
a
result of the treatment of fractional shares.
Reasons
for the reverse stock split:
The
primary purposes of the reverse stock split are to accomplish the
following:
a)
increase the per share price of the common stock to help maintain the interest
of the markets;
b)
reduce
the number of outstanding shares of common stock to a level more consistent
with
other public companies with a similar anticipated market capitalization;
and
c)
provide the management of the Company with additional flexibility to issue
shares to facilitate future stock acquisitions and financing for the
Company.
For
the
above reasons, the board believes that the reverse stock split is in the best
interest of the Company and its shareholders. There can be no assurance,
however, that the reverse stock split will have the desired
benefits.
Effects
of the reverse stock split.
The
reverse stock split will be effected by filing an amendment to the
Company's
Articles of Incorporation with the Nevada Secretary of State's
office
and will become effective upon such filing and final approval of the board
of
directors of the Company. The actual timing of any such filing will be made
by
the board of directors based upon its evaluation as to when the filing will
be
most advantageous to the Company and its shareholders.
Nexia
is
currently authorized to issue 50,000,000,000 shares of its common stock of
which
8,114,768,850 shares are issued and outstanding as of the record date,
10,000,000 shares of Series B Preferred Stock, which have a 1 for 500 voting
right or a total of 5,000,000,000 votes in any shareholder action and 225,000
shares of Series A Preferred Stock, which have a 1 for 100 voting right or
22,500,000 votes in any shareholder action, as of January 11, 2007. Currently,
shareholders holding votes equal to not less than 7,000,000,000 of the voting
rights have consented in writing to the proposal, this constitutes approval
of
not less than 50% of the voting rights entitled to vote in any shareholder
action. A reverse split on a one for ten basis would reduce the number of issued
and outstanding shares of common stock to approximately 811,476,885 but will
not
reduce the number of authorized shares of common stock. The reverse split will
not have any effect on the stated par value of the common stock.
The
effect of the reverse split upon existing shareholders of the common stock
will
be that the total number of shares of Nexia's
common
stock held by each shareholders will automatically convert into the number
of
whole shares of common stock equal to the number of shares of common stock
owned
immediately prior to the reverse stock split divided by up to 10, with an
adjustment for any fractional shares. (Fractional shares will be rounded up
into
a whole share).
If
acted
upon by the Company's
board
of directors, the consent by the majority of the common stock voting rights
reported herein, would result in each shareholder's
percentage ownership interest in the company and proportional voting power
will
remain virtually unchanged, except for minor changes and adjustments that will
result from rounding fractional shares into whole shares. The rights and
privileges of the holders of shares of common stock will be substantially
unaffected by the reverse stock split. All issued and outstanding options,
warrants, and convertible securities would be appropriately adjusted for the
reverse stock split automatically on the effective date of the reverse stock
split. All shares, options, warrants or convertible securities that the Company
has agreed to issue (or agrees to issue prior to the effective date of the
reverse stock split) also will be appropriately adjusted for the reverse stock
split.
The
reverse stock split may also result in some shareholders holding "odd
lots"
of less
than 100 shares of common stock. Brokerage commissions and other costs of
transactions in odd lots may be higher, particularly on a per-share basis,
than
the cost of transactions in even multiples of 100 shares.
As
a
result of the proposal to conduct a reverse stock split there is a significant
risk of shareholder value represented by the common stock being diluted. The
proposed reverse split creates a risk that current shareholders of the common
stock will see the value of those shares diluted through the issuance of
additional authorized but currently unissued shares. The current net tangible
book value per share would be diluted if additional shares are issued without
an
increase taking place in the net book value of the assets of the Company. The
current book value of shares held by existing shareholders would not be
maintained in the event additional shares are issued. In the event that the
board approves a 1 for 10 reverse split of the common stock and reduces the
number of outstanding shares of common stock to approximately 811,476,885,
the
issuance of all 50,000,000,000 authorized shares would have a dilutive effect
upon existing shareholders. If all authorized shares of common stock were issued
each share would drop from representing 0.000000001 (1/811,476,885) to
0.00000000002% (1/50,000,000,000) of the shares of common stock issued and
outstanding.
After
the
taking of any action to conduct or authorize the reverse split is filed there
is
not a requirement that shareholders obtain new or replacement share
certificates. Each holder of record of shares of the Company's
common
stock that is outstanding on the effective date of the reverse stock split
may
contact the Company's
transfer agent to exchange the certificates for new certificates representing
the number of whole shares of post-reverse stock split common shares into which
the existing shares have been converted as a result of the reverse stock split.
EXISTING
CERTIFICATES SHOULD NOT BE SENT TO THE COMPANY OR THE TRANSFER AGENT BEFORE
THE
EFFECTIVE DATE OF THE FILING OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF
INCORPORATION.
Until
the
shareholder forwards a completed letter of transmittal, together with
certificates representing such shareholder's
shares
of pre-reverse stock split common stock to the transfer agent and receives
in
return a new certificate representing shares of post-reverse stock split common
stock, such shareholder's
pre-reverse stock split common stock shall be deemed equal to the number of
whole shares of post-reverse stock split common shares to which such shareholder
is entitled as a result of the reverse stock split.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed reverse stock split. 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 REVERSE STOCK SPLIT 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
reverse stock split is intended to be a tax-free recapitalization to the Company
and its shareholders, except for those shareholders who receive a whole share
of
common stock in lieu of a fractional share. Shareholders will not recognize
any
gain or loss for federal income tax purposes as a result of the reverse stock
split, except for those shareholders receiving a whole share of common stock
in
lieu of fractional shares (as described below). The holding period for shares
of
common stock after the reverse split will include the holding period of shares
of common stock before the reverse stock split, provided, that such shares
of
common stock are held as a capital asset at the effective date of the amendment.
The adjusted basis of the shares of common stock after the reverse stock split
will be the same as the adjusted basis of the shares of common stock before
the
reverse stock split excluding the basis of fractional shares.
A
shareholder who receives a whole share of common stock in lieu of a fractional
share generally may recognize gain in an amount not to exceed the excess of
the
fair market value of such whole share over the fair market value of the
fractional shares to which the shareholder was otherwise entitled.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT A REVERSE
STOCK SPLIT OF THE COMMON STOCK.
Q.
WHY
HAS THE PROPOSAL BEEN MADE TO AUTHORIZE A REVERSE SPLIT IN THE NUMBER OF COMMON
SHARES?
A.
Our
Board of Directors believes that the proposed reverse split in the number of
common stock would enable Nexia to respond to potential business opportunities,
provide sufficient shares for its employee stock benefit plan and to pursue
important objectives that may be anticipated. Accordingly, the board of
directors believes that it is in the best interests of stockholders to conduct
a
reverse split of the number of common shares outstanding. Our Board of Directors
believes that the resulting 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 Board of Directors also
believes the proposed change to the 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.
WHY IS
APPROVAL SOUGHT FOR THE PROPOSED REVERSE STOCK SPLIT OF THE COMMON STOCK ON
A 1
FOR 10 BASIS?
A.
The
Board seeks approval of a reverse stock split of the common stock of up to
1 for
10 shares of the currently issued common stock. It is the expectation of the
Board that such a reverse stock split would increase the market price of the
resulting common stock and thus maintain a higher level of market interest
in
the shares, including shares issued pursuant to the Company's
Employee Benefit Plans, provide additional flexibility to management with regard
to the issuance of shares and maintaining the proper market capitalization
of
the Company. The Board believes that the reverse stock split will enhance the
Company's
flexibility with regard to the ability to issue common stock for proper
corporate purposes that may be identified 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.
Q.
HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED REVERSE
STOCK SPLIT?
A.
All
members of the Board of Directors have approved the reverse stock split of
the
common stock as is 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 be affected as a result of the adoption of the proposal to
authorize a reverse stock split. For example, a current holder of 746 shares
of
common stock will become a holder of 75 shares of common stock in the event
that
the board approves a 1 for 10 reverse stock split, a holder of 1,800 shares
of
common stock would become the holder of 180 shares of common stock. The reverse
stock split will not will result in different classes or additional shares
being
sent to existing shareholders.
Q.
WILL
THE PROPOSED REVERSE SPLIT OF THE COMMON STOCK RESULT IN ANY TAX LIABILITY
TO
ME?
A.
The
proposed reverse stock split is 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 voting rights
of
the common stock and other shares holding voting rights 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, telephone: (801) 575-8073.
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 amendment 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 proposal to
authorize a reverse stock split of the common stock of the Company and to submit
the proposed changes to the shareholders for their approval. The securities
that
are entitled to vote consist of issued and outstanding shares of
Nexia's
$0.0001
par value common and preferred voting stock outstanding on January 5, 2007,
the
record date for determining shareholders who are entitled to notice of and
to
vote on the proposed reverse stock split of Nexia's
common
stock.
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 January 11, 2007 as the record
date
for the determination of the common shareholders entitled to notice of the
action by written consent.
As
of
January 11, 2007, Nexia had issued and outstanding 8,114,768,850 shares
of
$0.0001 par value common stock, 125,000 shares of Series A Preferred Stock,
which have a 1 for 100 voting right or a total of 12,500,000 votes in any
shareholder action and 10,000,000 shares of Series B Preferred Stock, which
have
a 1 for 500 voting right or a total of 5,000,000,000 votes in any shareholder
action. Shareholders holding a controlling interest equaling not less than
fifty
percent (50%) of voting rights of the securities of Nexia, as of the record
date
have consented to the action required to carry out a proposed reverse stock
split of the common stock.
Nexia
has
10,000,000 shares of its Series B Preferred Stock issued and outstanding, each
share of which holds 500 votes in any shareholder vote, Richard Surber, the
Shareholder of those preferred shares has consented to the actions proposed
herein. Mr. Surber holds 220,000 shares of Series A Preferred Stock, each share
of which holds 100 votes in any shareholder vote and controls 2,020,104,799
common shares, either directly or indirectly. For all of these shares Mr. Surber
has consented to the proposed actions. These consents are 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 January 11, 2007, 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 January 11, 2007, there were 8,114,768,850 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%
|
|
Preferred
Series “A” Stock ($0.001 par value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
145,000(4)
|
96.67%
|
|
Common
Stock
($0.0001
par
value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
20,091,937
Direct
2,000,012,862
Indirect(1)
|
24.89%
|
|
Common
Stock
($0.0001
par
value)
|
Gerald
Einhorn, VP & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000
|
>0.001%
|
|
Common
Stock
($0.0001
par
value)
|
Adrienne
Bernstein, Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
12,957
|
>0.001%
|
|
Common
Stock
($0.0001
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
($0.0001
par
value)
|
Diversified
Holdings I, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
9,905(2)
|
>0.001%
|
|
Common
Stock
($0.0001
par
value)
|
Joseph
Corso, Jr.
167
Zock Road
Cuddlebackville,
NY 12719
|
750,000,000
|
9.24%
|
|
Common
Stock
($0.0001)
par
Value
|
Directors
and Executive Officers as a
Group
|
2,020,127,756
|
24.89%
|
|
(1)
|
The
shares owned by Diversified Holdings I, Inc., Diversified Holdings
X, 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 12,560 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), Diversified Holdings
X, Inc.
(2,000,000,000 shares) and Oasis International Hotel & Casino, Inc.
(2,655 shares). Mr. Surber personally owns 20,091,937 shares of common
stock.
|
|
(3)
|
Series
"B" preferred stock 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.
|
|
(4)
|
Series
“A” preferred stock has voting rights of 100 to 1 of the common stock,
these shares give Mr. Surber 14,500,000 votes in any shareholder
votes 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 reverse stock split of Nexia’s common stock 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 quarterly reports on Form 10-QSB
for the past quarters ended September 30, 2006, June 30, 2006 and 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:
January 26, 2007
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 11th
day of
January, 2007.
WHEREAS,
the
Board believes it is in the best interest of the Corporation to obtain
shareholder consent to conduct up to a 10:1 (ten for one) reverse split of
the
Corporation's
shares
of common stock, without reducing the number of authorized shares of common
stock, 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 a reverse split of the common stock on an up to one
for
ten basis 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 January 11, 2007
/s/
Gerald Einhorn .
/s/
Richard Surber .
Gerald
Einhorn,
Director
Richard
D. Surber, Director
/s/
Adrienne Bernstein
Adrienne
Bernstein, Director