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: October 30, 2007
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
October 19, 2007 after the transfer of 14,000 shares of Series C Preferred
Stock
held by Joseph Corso, Jr. since 2004 to a third party, the Company authorized
the conversion of those shares into 350,000,000 shares of the Company’s common
stock. The transaction was handled as a private sale exempt from
registration under Section 4(6) of the Securities Act of 1933.
On
October 23, 2007 the Company authorized the conversion of 10,000 shares of
Series C Preferred Stock held by Joseph Corso, Jr. since 2004 into 500,000,000
shares of the Common Stock of the Company. The transaction was
handled as a private sale exempt from registration under Section 4(6) of the
Securities Act of 1933.
On
October 24, 2007 the Company authorized the conversion of 14,000 shares of
Series C Preferred Stock held by Joseph Corso, Jr. since 2004 into 350,000,000
shares of the Common stock of the Company and the transfer of those shares
to
third parties by Mr. Corso. The transaction was handled as a private
sale exempt from registration under Section 4(6) of the Securities Act of
1933.
On
October 30 2007 the Company finalized the authorization for the delivery to
seven employees of the Company a total of 250,000 shares of restricted Series
C
Preferred Stock, stated par value of $0.0001. The issuances were
authorized as bonus compensation to the employees, Jared Gold, Morgen Swenson,
Guy Cook, Michael Golightly, Pamela Kushlan, John Mortensen and Fredrick
Hunzeker. The Company also authorized the issuance of 100,000
restricted shares of Series C Preferred Stock to Joseph Corso, Jr. as
compensation for a 90 day promotional services campaign that he paid for
personally for the benefit of the Company. The Company authorized the
issuance of 50,000 shares of restricted Series A Preferred Stock to the
Company’s president and CEO Richard Surber as compensation for his services in
those capacities. The Company will value all of the issuances at the
stated par value of the shares to be issued based upon the restricted nature
of
the shares at the time of issuance.
All
of
the shares will be issued with restrictive legends pursuant to Rule 144 and
five
of the employees will be restricted from transferring the shares for a period
of
two years contingent upon their continued employment. The transaction
was handled as a private sale exempt from registration under Rule 506 of the
Securities Act of 1933.
On
October 30, 2007 the Company authorized the issuance of 150,000 shares of Series
C Preferred Stock to AmeriResource Technologies, Inc. as consideration for
the
acquisition of Green Endeavors, Ltd. by Diversified Holdings I,
Inc. The transaction was handled as a private sale exempt from
registration under Section 4(6) of the Securities Act of 1933.
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 31st day
of October,
2007. Nexia
Holdings, Inc.
/s/ Richard Surber
Richard
Surber, President