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: June 26, 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)
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033-22128D
(Commission
File Number)
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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)
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
July
25 2007 the Company authorized the delivery to Mr. Joseph Corso, Jr. One Hundred
Twenty Two Million (122,000,000) shares of common stock of the Company stated
par value of $0.0001. The issuance represents approximately
4.7% of the currently issued and outstanding 2,422,995,086 shares of common
stock of the Company. The issuances was carried out in partial
satisfaction 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 has
converted $25,620 of the value of the debenture. 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(2) of the Securities Act of
1993.
On
July
25, 2007, the Company authorized the delivery to Geoffery Eiten, as the designee
of NFC Escrow Holdings Corp., of Sixty Thousand (60,000) shares of the
Corporation’s series C Preferred Stock. The issuance represents a
partial payment for the services contracted for in a May 30, 2007 agreement
between NFC and the Company. The contract provides for the delivery
of a total of 240,000 shares of the series C Preferred Stock to NFC in exchange
for services provided to the Company. The transaction was handled as
a private sale to an accredited investor, exempt from registration under Section
4(2) of the Securities Act of 1993.
On
June
27, 2007 the Company authorized the delivery to Mr. Joseph Corso, Jr. Ninety
Million (90,000,000) shares of common stock of the Company stated par value
of
$0.0001. The issuance represents approximately 4.9% of the then
issued and outstanding 2,108,995,086 shares of common stock of the
Company. The issuances was carried out in partial satisfaction 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 has
converted $31,500 of the value of the debenture. 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(2) of the Securities Act of
1993.
ITEM
9.01
Financial Statements and Exhibits
The
following exhibits are included as part of this report:
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Exhibit
No.
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Page
No.
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Description
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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.
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Nexia
Holdings,
Inc. |
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Dated
this 26th
day of July, 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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