CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Event: September 28, 2004
(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 84-1062062
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(Commission File Number) (IRS Employer Identification Number)
268 West 400 South, Suite 300, 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 28, 2004 the Board of Directors (the "Board") of Nexia Holdings,
Inc. (the "Corporation") stating that it was "...aware that the Corporation is
experiencing cash shortages and the common shares of the Corporation have been
subject to substantial dilution as a result of the Corporation using its shares
of common stock as payment for services to its employees..." granted to the
Corporation's president Richard Surber 8,000,000 shares of the Corporation's
Series B Preferred stock. The Board further stated that it was in the
Corporation's best interest to retain Mr. Surber as the guarantor on certain
mortgages for the Corporation and its subsidiaries, such as the Kearns Building
located at 4115 South Sams Boulevard, Kearns, Utah; the Wallace Bennett
Building located at 55 South 100 South, Salt Lake City, Utah and the State
Street Building located at 1370 - 1374 South State Street, Salt Lake City,
Utah.
The shares were issued to Mr. Surber as compensation for both his services as
president of the Corporation and guarantor of real estate mortgages for the
benefit of the Corporation and were issued to him in a private transaction
pursuant to Section 4(2) of the Securities Act of 1993.
The Series B Preferred Stock is designated as having a par value of $0.001 per
share and designated as senior to the Common Stock of the Company. In the event
of liquidation the shares have a priority right to $0.001 per share in any
distribution as a result of liquidation. These shares are given the same voting
rights as Common Shares on a five hundred-for-one (500 to 1) basis. The
8,000,000 shares thus increase Mr. Surber's voting right by 4,000,000,000
shares. As of September 20, 2004 the Corporation had 2,363,341,594 shares of
its common stock outstanding.
ITEM 7. Financial Statements and Exhibits The following exhibits are included
as part of this report:
Exhibit No. Page No. Description
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None
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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 28th day of September, 2004.
Nexia Holdings, Inc.
/s/ Richard Surber
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Richard Surber, President
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