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 8, 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)
|
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 8 2007 the Company authorized the delivery to each of the Company’s
directors One Billion (1,000,000,000) restricted shares of common stock of
the
Company stated par value of $0.0001, with an effective date of October 3,
2007. The issuances were authorized as compensation to the directors,
Richard Surber, Adrienne Bernstein and Gerald Einhorn for their services as
directors of the Company and were valued at $10,000 for each individual at
the
time of the issuance. The transaction was handled as a private sale
exempt from registration under Section 4(6) of the Securities Act of
1993.
On
October 8, 2007, the Company received a report that Carol Angela Davis, Inc.
a
holder of 14,000 shares of Series C Preferred Stock converted those shares
into
350,000,000 shares of common stock. The preferred shares were
acquired by Carol Angela Davis, Inc. in a third party transaction and upon
receipt of the request to convert the said number of preferred shares into
common stock the 350,000,000 shares were issued to Carol Angela Davis,
Inc.
With
the
issuance of the three billion restricted shares of common stock to the directors
a total of nine billion two hundred eighty seven million three hundred twenty
three thousand eight six (9,287,323,086) shares of common stock of the Company
will be issued and outstanding.
ITEM
8.01
Other Events
On
October 2, 2007, the Company obtained a 72 month term loan in the amount of
$166,000. The loan was obtained to consolidate approximately the same
amount in revolving lines of credit used by the Company for funding of
operations of the Company and its subsidiaries. All of the revolving lines
of credit were either guaranteed by or were lines of credit in the name of
the
Company's president, Richard Surber.
The
term
loan has been guaranteed by Richard Surber, the Company' president, and is
further secured by the Wallace-Bennett building held by Wasatch Capital
Corporation, a subsidiary of the Company. The freed up lines of
credit will be used to pay off certain factors which will allows Gold Fusion
Laboratories to obtain a portion of the necessary inventory projected for
holiday sales.
Mr.
Surber is looking to a variety of financing methods to bring lease payment
current in three of its Black Chandelier stores which total approximately
$75,000. $50,000 in back rents are owed on its Fashion Place
location which must be paid in the near future or eviction may occur. The
Company expects to have available cash flows to cure the deficiency as a result
of described loan. In addition, Black Chandelier's inventory
requirements are expected to be $500,000 in the fourth quarter of
2007. If Black Chandelier is unable to obtain substantial
additional financing in the coming weeks, it will have a negative impact on
holiday sales in 2007.
The
Company is working with several lenders, factors, manufactures, investment
bankers and private individuals to obtain the necessary financing to fund
holiday inventory needs and other necessary working capital
needs.
The
Company's president is reaching out to additional funding sources on regular
basis in an effort to improve cash flow. The Company is diligently
working towards resubmitting its SB-2 Registration Statement so that it may
begin tapping into its equity line of credit for up to $10
million.
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 9th
day of October, 2007.
|
By:
|
/s/ Richard
Surber |
|
| |
|
Richard
Surber, President |
|