NEXH 8-K 09/26/2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date
of Event: September 26, 2006
(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
(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
September 26 2006 the Company authorized the delivery to Mr. Joseph Corso,
Jr.
Two Hundred Fifty Million (250,000,000) shares of restricted common stock of
the
Company stated par value of $0.0001. The issuance represents approximately
3.2%
of the currently issued and outstanding 7,814,768,850 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 $52,500 of the value of the debenture.
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:
|
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.
| |
|
|
| |
Nexia
Holdings, Inc. |
|
|
|
| Dated
this 28th
day of September, 2006. |
By: |
/s/ Richard
Surber |
| |
Richard Surber
President
|