form8k.htm
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: April 30, 2008
(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
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
|
On
April
30, 2008, Diversified Holdings I, Inc. (DHI), a subsidiary of the Company and
Nexia Holdings, Inc. (the “Company”), entered into an agreement with Green
Endeavors, Ltd. a majority owned subsidiary of the Company to transfer ownership
interests in Landis Salons, Inc. and Newby Salons, LLC to Green Endeavors in
exchange for the delivery of a convertible Debenture in the face amount of
$3
million dollars. DHI transferred its 85% ownership interest in Landis Salons,
Inc. and the Company transferred 100% ownership of Newby Salons,
LLC. The result of these transfers places both salon operations under
the common ownership of Green Endeavors, Ltd. (GRNE) a majority owned subsidiary
of the Company. The purchase of the salons will be carried at
predecessor cost on the financials of GRNE. The convertible debenture
on DHI financials will not have any material effect until such time as the
note
is realized in the form of cash.
The
transfer of the salons into GRNE was effected as part of Nexia’s plan to create
an independent salon company whose growth strategy will include the acquisition
of an undetermined number of salons. In addition, GRNE intends file a
Form 10 to become fully reporting under the Securities Exchange Act of
1934. Once GRNE is reporting Nexia intends to spin-off its shares of
common stock on a pro rata basis to the Nexia shareholders. GRNE’s
ability to become fully reporting is contingent upon Nexia raising at least
$100,000 for projected legal and accounting cost associated with the
filings.
On
March
20, 2008 the company and management of Gold Fusion Laboratories, Inc. (GFL)
closed the retail store location in Murray, Utah, within the Fashion Place
Mall. Management was unable to reach an agreement with the mall
ownership regarding keeping the retail location open on a viable
basis. All inventory has been removed from the store and store
equipment that can be removed without damage to the location is also being
removed from the site. This move is being made to consolidate the
operations of Black Chandelier’s retail operations in the Utah
market. Expansion into other markets that are expected to lead to
higher revenues will be made possible through the reduction in costs resulting
from the closing of the retail store. The ongoing efforts to conduct
fashion shows and seek continued exposure for the merchandise through our
internet marketing efforts will continue and are meeting with significant
success in management’s judgment.
The
closing of this retail outlet is part of a restructuring process that Nexia
Holdings, Inc. is taking with regard to the operations of Gold Fusion
Laboratories, Inc. The two have agreed that Gold Fusion will
surrender control of all inventory and assets of Gold Fusion to Nexia in partial
satisfaction of the debts and obligations owed to Nexia by Gold Fusion and
secured by the inventory and equipment being transferred to
Nexia. Current estimates are that Nexia will have lost in excess of
$400,000 from funds invested in Gold Fusion over the past two years that will
not be meet by the value of the inventory and assets being transferred to Nexia
by Gold Fusion. After completion of an inventory of all items being
transferred Nexia will seek to continue operations of the Black Chandelier
fashion lines and remaining retail sites in a new subsidiary. A new
Utah corporation, Style Perfect, Inc. has been formed for this
purpose. All transfers and the new operations were completed on April
2, 2008.
The
closing of GFL, two nonperforming retail stores, the termination of as many
as
12 GFL employees and several consultants reduced monthly cash losses by as
much
as an estimated $60,000 per month. Style Perfect will focus its
efforts on its remaining 2 Black Chandelier stores and will begin ramping up
its
marketing efforts to increase online sales through its www.blackchandelier.com
web site. Nexia will continue with its efforts to raise sufficient
capital to fulfill its expansion plans for Black Chandelier.
Landis
Salons also terminated Matthew Landis on March 28, 2008 for a
cause. Mr. Landis attempted to convert the Landis Lifestyle trademark
and failed to protect company assets. In addition to other practices
which were detrimental to the salon business. GRNE has begun efforts
to acquire additional salons which are licensed to carry Aveda™
products. It is GRNE’s CEO’s belief that additional talent will be
acquired along with the acquisition of additional salons.
The
total
number of issued and outstanding shares of common stock of Nexia Holdings,
Inc.
as of May 1, 2008 is 934,209,883. Recent issuances have included
shares under the company’s S-8 Registration Statement and the conversion of
shares of Series C Preferred Stock into common stock.
ITEM
9.01 Financial Statements and Exhibits
The
following exhibits are included as part of this report:
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 1st
day of
May, 2008.
Nexia
Holdings, Inc.
/s/
Richard
Surber .
Richard
Surber, President