NEXH S-8 06/01/2007
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
 
 
REGISTRATION STATEMENT
 
UNDER
 
THE SECURITIES ACT OF 1933
 
 
NEXIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
  84-1062062 
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
59 West 100 South, Second Floor, Salt Lake City, Utah 84101 
(Address of principal executive offices)

The Amended 2007 Benefit Plan of Nexia Holdings, Inc.
(Full title of the plan)

Richard D. Surber, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101
(Name, address, including zip code, of agent for service)

Telephone number for Issuer:(801) 575-8073
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Securities to be Registered
Amounts to be Registered
Proposed Maximum Offering Price Per Share(1)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
 
Common Stock, 0.0001 par value
 
 
3,000,000,000
 
 
$0.0005
 
 
$1,500,000
 
 
$190.05
 

(1)
Bona fide estimate of maximum offering price solely for calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on the average bid and asked price of the registrant's common stock as of May 31, 2007, a date within five business days prior to the date of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.

2
 
Registration Statement Pursuant to General Instruction E To form S-8
2007 Benefit Plan of Nexia Holdings, Inc.
 
    This Registration Statement is being filed pursuant to General Instruction E to Form S-8, to reflect that the Board of Directors of Nexia Holdings, Inc. (the "Company") has amended The 2007 Benefit Plan of Nexia Holdings, Inc. as originally filed by the Company in a Form S-8 filed on March 9, 2007, SEC file no. 333-141199, which is incorporated herein by reference. This Registration statement will increase the number of shares to be included in the plan by Three Billion (3,000,000,000) shares of the common stock of the Company.

The 3,000,000,000 shares registered hereunder increases the total number of shares registered under The 2007 Benefit Plan of Nexia Holdings, Inc. to 3,770,000,000.

The amendment to the 2007 Benefit Plan of Nexia Holdings, Inc. is filed as Exhibit "A" hereto. The additional Three Billion (3,000,000,000) shares are being registered hereby.

The total number of shares registered under the 2007 Benefit Plan of Nexia Holdings, Inc. will be 3,770,000,000.

ITEM 8-Exhibits
 
Exhibits
SEC Ref. No.
Description of Exhibit
Page
 
A
 
 
4
 
 
Amendment to 2007 Stock Benefit Plan of the Company
 
 
6
 
 
B
 
 
5, 23(b)
 
 
Opinion and consent of Counsel with respect to the legality of the issuance of securities being issued
 
 
10
 
 
C
 
 
23(a)
 
 
Consents of Accountants
 
 
13
 

3

SIGNATURES
 
    Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 1, 2007.
 
     
  Nexia Holdings, Inc.
 
 		  
 		  
 
  By:   /s/ Richard D. Surber
 
Richard D. Surber
 
 
    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
Title
Date
     
/s/ Richard Surber
Director
June 1, 2007
Richard D. Surber
    
     
     
/s/ Gerald Einhorn
Director
June 1, 2007
Gerald Einhorn
    
     
     
/s/ Adrienne Bernstein
Director
June 1, 2007
Adrienne Bernstein
    
 
 
4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Nexia Holdings, Inc.
(a Nevada corporation)


INDEX TO EXHIBITS
 
 
Exhibits
SEC Ref. No.
Description of Exhibit
Page
 
A
 
 
4
 
 
 
 
6
 
 
B
 
 
5, 23(b)
 
 
 
 
10
 
 
C
 
 
23(a)
 
 
 
 
13
 

5