forpre14c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
CURRENT
REPORT
PURSUANT
TO SECTION 14 (C)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report February 11, 2008
Nexia
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
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33-22128D
(SEC
File Number)
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84-1062062
(IRS
Employer Identification Number)
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c/o,
Richard Surber, President
59
West 100 South, Second
Floor
Salt
Lake City, Utah
84101
(Address
of principal executive offices)
(801)
575-8073
(Registrant's
telephone number, including area code)
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
Check
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appropriate box:
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[X
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
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Definitive
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computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
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2)
Aggregate number of securities to which transaction applies:
3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount of which the filing fee is
calculated and state how it was determined): 0
4)
Proposed maximum aggregate value of transaction: 0
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previously. Identify the previous filing by registration statement
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4)
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Filed
Nexia
Holdings, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
(801)
575-8073
To
the
Stockholders of Nexia Holdings, Inc.:
This
Information Statement is furnished to the stockholders of Nexia Holdings, Inc.,
a Nevada corporation (“Nexia”), in connection with the following corporate
action with regard to resolutions approved by the Board of Directors and the
written consent of holders of in excess of 50% of the voting rights of Nexia
providing for shareholder authorization to the board of directors of the
corporation to within the next ten months approve an increase in the number
of
authorized shares of the common stock of the corporation from 500 million shares
to 5 billion 500 million (5,500,000,000) shares, the par value of shares of
the
common stock to remain at $0.0001 and to conduct a reverse stock split of the
issued and outstanding shares of common stock on a basis of up to 1 for
1,000.
Nexia
is
not asking you for a proxy and you are requested to not send a
proxy.
Only
stockholders of record at the close of business on February 15, 2008 shall
be
given a copy of the Information Statement.
By
Order
of the Board of Directors
/s/
Richard
Surber.
Richard
Surber, President
This
information statement is being furnished to all holders of the common stock
of
Nexia as of February 15, 2008 in connection with the Proposed Action by Written
Consent to authorize the board of directors to carry out an increase in the
number of authorized shares of common stock to 5 billion 500 million shares
and
to conduct up to a 1 for 1,000 reverse stock split of the issued and outstanding
shares of common stock within the next ten months.
ITEM
1.
INFORMATION
STATEMENT
This
information statement is being furnished to all holders of the common stock
of
Nexia Holdings, Inc., a Nevada Company ("Nexia"), in connection with resolutions
of the Board of Directors and the written consent of the holders of in excess
of
50% of the voting rights of the shareholders of Nexia. The board of
directors, as approved by the written consent of the holders of in excess of
50%
of the voting rights of the shareholders of Nexia, provides public notice of
the
approval and authorization for an increase in the number of authorized shares
of
the common stock of Nexia to 5 billion 500 million shares and authorization
to
carry out up to a 1 for 1,000 reverse stock split of the issued and outstanding
shares of common stock within the next ten months. The Amendments to
the Articles of Incorporation to increase the number of authorized shares of
common stock or to carry out a reverse stock split would be filed at a future
date and time to be determined by the board of directors.
The
Board
of Directors, and persons owning a majority of the outstanding voting securities
of Nexia, have unanimously adopted, ratified and approved the proposed actions
by the Nexia board of directors. No other votes are required or
necessary. See the caption "Vote Required for Approval"
below. The increase in the authorized number of common shares and the
reduction in the stated par value of the shares of common stock would become
effective upon filing of an amendment to the Articles of Incorporation of Nexia
with the Nevada Secretary of State’s office.
The
Form
10-QSB for quarterly period ended September 30, 2007 and the form 10-KSB for
the
year ended December 31, 2006, and any reports on Form 8-K filed by Nexia during
the past year with the Securities and Exchange Commission may be viewed on
the
Securities and Exchange Commission’s web site at www.sec.gov
in the Edgar Archives. Nexia is presently current in the filing of
all reports required to be filed by it. See the caption Additional
Information, below.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION
TO
INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES BY FIVE BILLION.
Nexia’s
Articles of Incorporation, as currently in effect, authorizes Nexia to issue
up
to500,000,000 shares of common stock, par value $0.0001 per share. The Board
of
Directors has proposed an increase in the number of authorized shares of the
common stock of Nexia. Upon the approval by the consenting
shareholders holding a majority of the outstanding voting securities and then
the filing of the Amended Articles of Incorporation, Nexia will be authorized
to
issue 5,500,000,000 shares of common stock, the stated par value per share
will
remain at $0.0001 and the 50,000,000 shares of preferred stock, $0.001 par
value
per share will remain the same.
The
Board
of Directors believes that it is in Nexia's and Nexia's stockholders' best
interests to increase the availability of additional authorized but unissued
capital stock to provide Nexia with the flexibility to issue equity for other
proper corporate purposes which may be identified in the future. Such future
activities may include, without limitation, raising equity capital, adopting
Employee Stock Plans or making acquisitions through the use of stock. The Board
of Directors has no immediate plans, understandings, agreements or commitments
to issue additional shares of stock for any purpose not previously disclosed
in
the company’s public filings.
The
Board
of Directors believes that the increase in authorized capital will make a
sufficient number of shares available, should Nexia decide to use its shares
for
one or more of such previously mentioned purposes or otherwise. Nexia reserves
the right to seek a further increase in authorized shares from time to time
in
the future as considered appropriate by the Board of Directors.
The
increased capital will provide the Board of Directors with the ability to issue
additional shares of stock without further vote of the stockholders of Nexia,
except as provided under Nevada corporate law or under the rules of any national
securities exchange on which shares of stock of Nexia are then listed. Under
Nexia’s Articles, the Nexia stockholders do not have preemptive rights to
subscribe to additional securities which may be issued by Nexia, which means
that current stockholders do not have a prior right to purchase any new issue
of
capital stock of Nexia in order to maintain their proportionate ownership of
Nexia's stock. In addition, if the Board of Directors elects to issue
additional shares of stock, such issuance could have a dilutive effect on the
earnings per share, voting power and shareholdings of current
stockholders.
In
the
event that the Board of Directors of Nexia continues with its efforts to obtain
funding through the agreements that have been signed with Dutchess Private
Equities Fund as set forth in the SB-2 Registration Statement filed originally
in January of 2006 and as thereafter amended, that the SB-2 Registration
Statement is declared effective at some future date and the market price for
the
common stock of Nexia remains at less than $0.001, then to raise the amount
of
capital provided for by the agreement with Dutchess a significant portion of
the
newly authorized shares may be issued to Dutchess in that
process. The actual amount, if any, in terms of shares and capital to
be raised will be determined solely by the Board of Directors, there is no
mandatory placement of shares with Dutchess required by the
agreement. Any final decision regarding the issuance of additional
shares remains with Nexia and its Board of Directors.
In
addition to the corporate purposes discussed above, the authorization of
additional capital, under certain circumstances, may have an anti-takeover
effect, although this is not the intent of the Board of Directors. For example,
it may be possible for the Board of Directors to delay or impede a takeover
or
transfer of control of Nexia by causing such additional authorized shares to
be
issued to holders who might side with the Board in opposing a takeover bid
that
the Board of Directors determines is not in the best interests of Nexia and
our
stockholders. The increased authorized capital therefore may have the effect
of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the increased capital
may
limit the opportunity for Nexia stockholders to dispose of their shares at
the
higher price generally available in takeover attempts or that may be available
under a merger proposal. The increased authorized capital may have the effect
of
permitting Nexia’s current management, including the current Board of Directors,
to retain its position, and place it in a better position to resist changes
that
stockholders may wish to make if they are dissatisfied with the conduct of
Nexia's business. However, the Board of Directors is not aware of any attempt
to
take control of Nexia and the Board of Directors did not propose the increase
in
Nexia's authorized capital with the intent that it be utilized as a type of
anti-takeover device.
The
relative voting and other rights of holders of the common stock will not be
altered by the authorization of additional shares of common stock, nor the
authorization of a class of preferred shares. Each share of common
stock will continue to entitle its owner to one vote. As a result of
the increased authorization, the potential number of shares of common stock
outstanding will be increased.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO CONDUCT UP TO A ONE-FOR ONE THOUSAND
SHARE REVERSE STOCK SPLIT OF NEXIA’S COMMON STOCK.
Nexia’s
board had determined that it would be in the Company’s best interest in the near
future to conduct a reverse split of its common stock on up to a one for one
thousand basis and has received the consent of holders of a majority of the
voting rights of the Company’s securities to authorize the board to conduct such
a reverse split in the Board’s discretion within the next ten
months.
The
board
believes that a reverse split would provide for the combination of the presently
issued and outstanding shares of common stock into a smaller number of shares
of
identical common stock. This process, that is known as a reverse
split, would take up to one thousand shares of the presently issued and
outstanding common stock on the effective date of the amendment to the articles
of incorporation that would carry out the reverse split and convert those shares
into one share of the post-reverse stock split common stock.
The
board
has indicated that fractional shares will not be issued. Instead,
Nexia will issue one full share of the post-reverse stock split common stock
to
any shareholder who would have been entitled to receive a fractional share
as a
result of the process. Each shareholder will hold the same percentage
of the outstanding common stock immediately following the reverse stock split
as
that shareholder did immediately prior to the stock split, except for minor
adjustment as a result of the additional shares that will need to be issued
a
result of the treatment of fractional shares.
Reasons
for the reverse stock split:
The
primary purposes of the reverse stock split are to accomplish the
following:
a) increase
the per share price of the common stock to help maintain the interest of the
markets
b) reduce
the number of outstanding shares of common stock to a level more consistent
with
other public companies with a similar anticipated market capitalization;
and
c) provide
the management of the Company with additional flexibility to issue shares to
facilitate future stock acquisitions and financing for the Company.
For
the
above reasons, the board believes that the reverse stock split is in the best
interest of the Company and its shareholders. There can be no
assurance, however, that the reverse stock split will have the desired
benefits.
Effects
of the reverse stock split.
The
reverse stock split will be effected by filing an amendment to the Company’s
Articles of Incorporation with the Nevada Secretary of State’s office and will
become effective upon such filing and final approval of the board of directors
of the Company. The actual timing of any such filing will be made by
the board of directors based upon its evaluation as to when the filing will
be
most advantageous to the Company and its shareholders.
Nexia
is
currently authorized to issue 500,000,000 shares of its common stock of which
223,009,883 shares are currently issued and outstanding and 10,000,000 shares
of
Series B Preferred Stock, which have a 1 for 500 voting right or a total of
5,000,000,000 votes in any shareholder action, as of February 112,
2008. Currently, shareholders holding votes in excess of 90% of the
voting rights have consented in writing to the proposal. A reverse
split on a one for one thousand basis would reduce the number of issued and
outstanding shares of common stock to approximately 223,100, but will not reduce
the number of authorized shares of common stock. The reverse split
will not have any effect on the stated par value of the common
stock.
The
effect of the reverse split upon existing shareholders of the common stock
will
be that the total number of shares of Nexia’s common stock held by each
shareholders will automatically convert into the number of whole shares of
common stock equal to the number of shares of common stock owned immediately
prior to the reverse stock split divided by up to 1,000, with an adjustment
for
any fractional shares. (Fractional shares will be rounded up into a
whole share).
If
acted
upon by the Company’s board of directors, the consent by the majority of the
common stock shareholders reported herein, would result in each shareholder’s
percentage ownership interest in the company and proportional voting power
will
remain virtually unchanged, except for minor changes and adjustments that will
result from rounding fractional shares into whole shares. The rights
and privileges of the holders of shares of common stock will be substantially
unaffected by the reverse stock split. All issued and outstanding
options, warrants, and convertible securities would be appropriately adjusted
for the reverse stock split automatically on the effective date of the reverse
stock split. All shares, options, warrants or convertible securities
that the Company has agreed to issue (or agrees to issue prior to the effective
date of the reverse stock split) also will be appropriately adjusted for the
reverse stock split.
The
reverse stock split may also result in some shareholders holding “odd lots” of
less than 100 shares of common stock. Brokerage commissions and other
costs of transactions in odd lots may be higher, particularly on a per-share
basis, than the cost of transactions in even multiples of 100
shares.
As
a
result of the proposal to conduct a reverse stock split there is a significant
risk of shareholder value represented by the common stock being
diluted. The proposed reverse split creates a risk that current
shareholders of the common stock will see the value of those shares diluted
through the issuance of additional authorized but currently unissued
shares. The current net tangible book value per share would be
diluted if additional shares are issued without an increase taking place in
the
net book value of the assets of the Company. The current book value
of shares held by existing shareholders would not be maintained in the event
additional shares are issued. In the event that the board approves a
1 for 1,000 reverse split of the common stock and reduces the number of
outstanding shares of common stock to approximately 223,100 and then the board
authorized the issuance of all 500,000,000 authorized shares that action would
have a dilutive effect upon existing shareholders. If all authorized
shares of common stock were issued each post-reverse share would drop from
representing 1/223,100 to 1/500,000,000 of the shares of common stock issued
and
outstanding.
After
the
taking of any action to conduct or authorize the reverse split is filed there
is
not a requirement that shareholders obtain new or replacement share
certificates. Each holders of record of shares of the Company’s
common stock that is outstanding on the effective date of the reverse stock
split may contact the Company’s transfer agent to exchange the certificates for
new certificates representing the number of whole shares of post-reverse stock
split common shares into which the existing shares have been converted as a
result of the reverse stock split.
EXISTING
CERTIFICATES SHOULD NOT BE
SENT TO THE COMPANY OR THE TRANSFER AGENT BEFORE THE EFFECTIVE DATE OF THE
FILING OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF
INCORPORATION.
Until
the
shareholder forwards a completed letter of transmittal, together with
certificates representing such shareholder’s shares of pre-reverse stock split
common stock to the transfer agent and receives in return a new certificate
representing shares of post-reverse stock split common stock, such shareholder’s
pre-reverse stock split common stock shall be deemed equal to the number of
whole shares of post-reverse stock split common shares to which such shareholder
is entitled as a result of the reverse stock split.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed increase in authorized
shares. This discussion is based upon the Internal Revenue Code,
existing and proposed regulations thereunder, legislative history, judicial
decisions, and current administrative rulings and practices, all as amended
and
in effect on the date hereof. Any of these authorities could be
repealed, overruled, or modified at any time. Any such change could
be retroactive and, accordingly, could cause the tax consequences to vary
substantially from the consequences described herein. No ruling from the
Internal Revenue Service (the “IRS”) with respect to the matters discussed
herein has been requested, and there is no assurance that the IRS would agree
with the conclusions set forth in this discussion.
This
discussion may not address federal income tax consequences that may be relevant
to particular shareholders in light of their personal circumstances or to
shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences
under state, local or foreign laws.
SHAREHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE
OF
THE INCREASE IN AUTHORIZED SHARES AND RESTATEMENT OF PAR VALUE FOR THEM,
INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES
IN
APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.
The
increase in the number of authorized shares will not affect any existing
shareholder’s number of shares as they currently exist, the reduction in the
stated par value of each share may result in a decrease in the valuation
assigned to such shares compared to their current valuation.
The
reverse stock split is intended to be a tax-free recapitalization to the Company
and its shareholders, except for those shareholders who receive a whole share
of
common stock in lieu of a fractional share. Shareholders will not
recognize any gain or loss for federal income tax purposes as a result of the
reverse stock split, except for those shareholders receiving a whole share
of
common stock in lieu of fractional shares (as described below). The
holding period for shares of common stock after the reverse split will include
the holding period of shares of common stock before the reverse stock split,
provided, that such shares of common stock are held as a capital asset at the
effective date of the amendment. The adjusted basis of the shares of
common stock after the reverse stock split will be the same as the adjusted
basis of the shares of common stock before the reverse stock split excluding
the
basis of fractional shares.
A
shareholder who receives a whole share of common stock in lieu of a fractional
share generally may recognize gain in an amount not to exceed the excess of
the
fair market value of such whole share over the fair market value of the
fractional shares to which the shareholder was otherwise entitled.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED COMMON
SHARES AND THE CHANGE IN THE STATED PAR VALUE OF THE COMMON STOCK
Q. WHY
HAS THE PROPOSAL BEEN MADE TO INCREASE THE NUMBER OF COMMON SHARES?
A. Our
Board of Directors believes that the authorized shares of Common Stock remaining
available for issuance is not sufficient to enable Nexia to respond to potential
business opportunities and to pursue important objectives that may be
anticipated. Accordingly, our Board of Directors believes that it is in our
best
interests to increase the number of authorized shares of Common Stock as
proposed. Our Board of Directors believes that the availability of such shares
will provide us with the flexibility to issue Common Stock for proper corporate
purposes that may be identified by our Board of Directors from time to time,
such as financing, acquisitions, compensation of employees, the establishment
of
strategic business relationships with other companies or the expansion of
Nexia's business or product lines through the acquisition of other businesses
or
products. The increase in the number of authorized shares of common stock is
recommended by Nexia’s Board in order to provide a sufficient reserve of such
shares for the future growth and needs of Nexia.
The
Board
of Directors also believes the availability of additional shares of Common
Stock
will enable Nexia to attract and retain talented employees, directors and
consultants through the grant of stock options and other stock-based
incentives.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSAL TO INCREASE THE NUMBER OF COMMON
SHARES?
A. The
three members of the Board of Directors have approved the increase in the number
of common shares as in the best interest of Nexia and the best interest of
the
current shareholders of Nexia.
Q. WILL
I RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A RESULT
OF
THE PROPOSAL TO INCREASE THE AUTHORIZED NUMBER OF SHARES?
A. As
a current shareholder of Nexia your class of stock and the number of shares
that
you hold will not be affected or change as a result of the adoption of the
proposals. For example, a current holder of 500 shares of common
stock will remain a holder of 500 shares of common stock.
Q. WHY
HAS THE PROPOSAL BEEN MADE TO AUTHORIZE A REVERSE SPLIT IN THE NUMBER OF COMMON
SHARES?
A. Our
Board of Directors believes that the proposed reverse split in the number of
common stock would enable Nexia to respond to potential business opportunities,
provide sufficient shares for its employee stock benefit plan and to pursue
important objectives that may be anticipated. Accordingly, the board of
directors believes that it is in the best interests of stockholders to conduct
a
reverse split of the number of common shares outstanding. Our Board
of Directors believes that the resulting shares will provide us with the
flexibility to issue common stock for proper corporate purposes that may be
identified by our Board of Directors from time to time, such as financing,
acquisitions, compensation of employees, the establishment of strategic business
relationships with other companies or the expansion of Nexia's business or
product lines through the acquisition of other businesses or products. The
Board
of Directors also believes the proposed change to the shares of common stock
will enable Nexia to attract and retain talented employees, directors and
consultants through the grant of stock options and other stock-based
incentives.
Q. WHY
IS APPROVAL SOUGHT FOR THE PROPOSED REVERSE STOCK SPLIT OF THE COMMON STOCK
ON A
1 FOR 1000 BASIS?
A. The
Board seeks approval of a reverse stock split of the common stock of up to
1 for
1000 shares of the currently issued common stock. It is the
expectation of the Board that such a reverse stock split would increase the
market price of the resulting common stock and thus maintain a higher level
of
market interest in the shares, including shares issued pursuant to the Company’s
Employee Benefit Plans, provide additional flexibility to management with regard
to the issuance of shares and maintaining the proper market capitalization
of
the Company. The Board believes that the reverse stock split
will enhance the Company’s flexibility with regard to the ability to issue
common stock for proper corporate purposes that may be identified from time
to
time, such as financing, acquisitions, compensation of employees, the
establishment of strategic business relationships with other companies or the
expansion of Nexia's business or product lines through the acquisition of other
businesses or products.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED REVERSE
STOCK SPLIT?
A. All
members of the Board of Directors have approved the reverse stock split of
the
common stock as is in the best interest of Nexia and the best interest of the
current shareholders of Nexia.
Q. WILL
I RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A RESULT
OF
THESE PROPOSALS?
A. As
a current shareholder of Nexia your class of stock and the number of shares
that
you hold will be affected as a result of the adoption of the proposal to
authorize a reverse stock split. For example, a current holder of 750
shares of common stock will remain a holder of 1 share of common stock in the
event that the board approves a 1 for 1,000 reverse stock split, a holder of
2,800 shares of common stock would become the holder of 3 shares of common
stock. The reverse stock split will not will result in different
classes or additional shares being sent to existing shareholders.
Q. WILL
THE CHANGES TO THE ARTICLES OF INCORPORATION RESULT IN ANY TAX LIABILITY TO
ME?
A. The
proposed changes are intended to be tax free for federal income tax
purposes. The proposed reverse stock split is intended to be tax free
for federal income tax purposes
Q. WHAT
VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To
approve the proposal, the affirmative vote of a majority of the potential votes
cast as stock holders is required. Consents in favor of the proposal
have already been received from shareholders holding a majority of the voting
securities of Nexia.
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. The
Company will pay for the delivery of this information
statement.
Q. WHOM
SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A:
Richard Surber, President of Nexia, 59 West 100 South, Second Floor, Salt Lake
City, Utah 84101 (801) 575-8073, ext. 106.
VOTE
REQUIRED FOR
APPROVAL
Section
78.385 of the Nevada Revised Statutes provides an outline of the scope of the
amendments of the Articles of Incorporation allowed a Nevada Corporation. This
includes the amendments discussed herein. The procedure and
requirements to effect an amendment to the Articles of Incorporation of a Nevada
corporation are set forth in Section 78.390. Section 78.390 provides
that proposed amendments must first be adopted by the Board of Directors and
then submitted to shareholders for their consideration and must be approved
by a
majority of the outstanding voting securities.
The
Board
of Directors of Nexia have adopted, ratified and approved the change in the
authorized shares of Nexia and submit the proposed changes to the shareholders
for their approval. The securities that are entitled to vote to amend
Nexia’s Articles of Incorporation consist of issued and outstanding shares of
Nexia’s $0.001 par value common voting stock outstanding on July 27, 2006, the
record date for determining shareholders who are entitled to notice of and
to
vote on the proposed amendment to Nexia’s Certificate of
Incorporation.
DISSENTER'S
RIGHTS OF
APPRAISAL
The
Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's rights
in connection with the proposed restatement of the Articles of
Incorporation.
VOTING
SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The
Board
of Directors fixed the close of business on February 12, 2008 as the record
date
for the determination of the common shareholders entitled to notice of the
action by written consent.
At
the
record date, Nexia had issued and outstanding 223,009,883 shares of $0.0001
par
value common stock. Shareholders and corporations holding a controlling interest
equaling more than fifty percent (50%) of the voting rights of Nexia, as of
the
record date, have consented to the proposed amendments to the Articles of
Incorporation. The shareholders have consented to the action required to adopt
the amendment of Nexia's Articles of Incorporation. This consent was
sufficient, without any further action, to provide the necessary stockholder
approval of the action.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of
the
Company's common stock as of February 11, 2008, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of
the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information
in
the table below are necessary for a complete understanding of the figures
provided below. As of February 11, 2008, there were 223,009,883 shares of common
stock issued and outstanding. All numbers reflect a 1 for 10 reverse split
of
the common stock that was effective as of February 20, 2007 and a 1 for 100
reverse split of the common stock that became effective as of December 14,
2007.
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TITLE
OF
CLASS
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NAME
AND ADDRESS OF
BENEFICIAL
OWNER
|
AMOUNT
&
NATURE
OF
BENEFICIAL
OWNERSHIP
|
PERCENT
OF CLASS
|
|
Preferred
Series
"B"
Stock
($0.001par
value)
|
Richard
Surber, President &
Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000,000
(3)
|
100%
|
|
Preferred
Series “A” Stock ($0.001 par value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
145,000(4)
|
96.67%
|
|
Common
Stock
($0.0001
par
value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
9,985,001
Direct
2,000,013
Indirect(1)
|
7.90%
|
|
Common
Stock
($0.0001
par
value)
|
Gerald
Einhorn, VP & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000,010
|
6.59%
|
|
Common
Stock
($0.0001
par
value)
|
Adrienne
Bernstein, Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000,013
|
6.59%
|
|
Common
Stock
($0.0001
par
value)
|
Oasis
International Hotel & Casino, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
3(2)
|
>0.001%
|
|
Common
Stock
($0.0001
par
value)
|
Diversified
Holdings I, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10(2)
|
>0.001%
|
|
Common
Stock
($0.0001)
par
Value
|
Directors
and Executive Officers as a
Group
|
31,985,037
|
21.08%
|
|
(1)
|
The
shares owned by Diversified Holdings I, Inc., Diversified Holdings
X, Inc.
and Oasis International Hotel & Casino, Inc., are attributed
beneficially to Richard D. Surber due to his position as an officer
and
director in each of the said corporations.
|
|
(2)
|
Richard
Surber may be deemed a beneficial owner of 13 shares of the Company's
common stock by virtue of his position as an officer and director
of
Diversified Holdings I, Inc. (10 shares), Diversified Holdings X,
Inc.
(2,000,000 shares) and Oasis International Hotel & Casino, Inc. (3
shares). Mr. Surber personally owns 20,092 shares of common
stock.
|
|
(3)
|
Series
"B" preferred stock has voting rights of 500 to 1 of the common stock,
these shares give Mr. Surber 5,000,000,000 votes in any shareholder
vote
and his personal vote of these shares may not always be exercised
in the
best interest of the balance of the common stock
shareholders.
|
|
(4)
|
Series
“A” preferred stock has voting rights of 100 to 1 of the common stock,
these shares give Mr. Surber 14,500,000 votes in any shareholder
votes and
his personal vote of these shares may not always be exercised in
the best
interest of the balance of the common stock
shareholders.
|
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer,
nominee for election as a director, associate of any director, executive officer
or nominee or any other person has any substantial interest, direct or indirect,
by security holdings or otherwise, in the proposed increase in the number of
authorized shares of Nexia’s common stock and the restatement of
the par value of those shares or in any action covered by the related
resolutions adopted by the Board of Directors, which is not shared by all other
stockholders.
ADDITIONAL
INFORMATION
Additional
information concerning Nexia Holdings, Inc. including its Form 10-KSB annual
report for the year ended December 31, 2006 and a quarterly report on Form
10-QSB for the past quarter September 30, 2007, any reports on Form 8-K or
other
forms which have been filed with the Securities and Exchange Commission are
incorporated herein by reference. All of these forms may be accessed
through the EDGAR archives, at www.sec.gov.
Dated:
February 11, 2008
By
Order
of the Board of Directors
/s/
Richard
Surber.
Richard
Surber, President and Director
Exhibit
“A”
UNANIMOUS
WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION
OF THE BOARD OF DIRECTORS
OF
NEXIA
HOLDINGS, INC.
(A
Nevada
corporation)
The
undersigned, constituting the members of the Board of Directors (the “Board”) of Nexia Holdings,
Inc., a Nevada corporation (the “Corporation”), hereby adopt
the following resolution this 11th
day of
February, 2008.
WHEREAS,
the Board believes it
is in the best interest of the Corporation to obtain shareholder consent to
amend its Articles of Incorporation as set forth herein to increase the
authorized number of common shares from 500 million to five billion five hundred
million (5,500,000,000), to retain the stated par value of each share of common
stock at $0.0001 and to authorize a reverse stock split of the issued and
outstanding shares of common stock on a basis of up to 1 for 1,000,
RESOLVED,
that the Articles of
Incorporation of this corporation be amended by changing the Article thereof
numbered “Fourth” so that, as amended, said Article shall be and read as
follows:
FOURTH. The
stock of the corporation is divided into two classes: (1) common stock in the
amount of five billion five hundred million (5,500,000,000) shares having par
value pf $0.0001 each, and (2) preferred stock in the amount of fifty million
(50,000,000) shares having par value of $0.001 each. The Board of Directors
shall have the authority, by resolution or resolutions, to divide the preferred
stock into series, to establish and fix the distinguishing designation of each
such series and the number of shares thereof (which number, by like action
of
the Board of Directors from time to time thereafter may be increased, except
when otherwise provided by the Board of Directors in creating such series,
or
may be decreased, but not below the number of shares thereof then outstanding)
and, within the limitations of applicable law of the State of Nevada or as
otherwise set forth in this article, to fix and determine the relative rights
and preferences of the shares of each series so established prior to the
issuance, thereof. There shall be no cumulative voting by
shareholders.
and;
WHEREAS,
the Board has
received the consent of the holders of a majority of the voting rights held
by
the current shareholders of the Corporation sufficient to approve such an action
and has reviewed the proposed information statement prepared by the management
of the Corporation for filing with the Securities and Exchange
Commission;
THEREFORE
BE IT RESOLVED, that
the Board hereby approves, authorizes, and ratifies the publication of an
information statement for public publication setting forth the decision of
the
Board to recommend such an increase in the number of authorized shares of the
common stock and to conduct a reverse stock split of the issued and outstanding
shares of common stock on a basis of up to 1 for 1,000 and the approval of
such
actions by the holders of a majority of the voting rights of the current
shareholders of the Corporation and that such a statement having been reviewed
by the Board the filing of said information statement with the Securities and
Exchange Commission is hereby approved and authorized.
FURTHER
RESOLVED, that the
undersigned officers and directors of the Corporation are hereby authorized,
empowered, and directed in the name and on behalf of the Corporation, to execute
and deliver all such documents, instruments, schedules, forms, and certificates,
to make all such payments or perform all such acts and things, and to execute
and deliver all such other documents as may be necessary from time to time
in
order to carry out the purpose and intent of this resolution, that all of the
acts and doings of any such officers that are consistent with the purpose of
this resolution, are hereby authorized, approved, ratified and confirmed in
all
respects. Accordingly, the above resolution is hereby unanimously
adopted.
Resolution
of Nexia Holdings, Inc. dated February 11, 2008
|
/s/
Gerald
Einhorn.
|
/s/
Richard
Surber .
|
|
Gerald
Einhorn, Director
|
Richard
D. Surber, Director
|
/s/
Adrienne
Bernstein
Adrienne
Bernstein, Director
|
|