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: July 8, 2008
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
3.03 Material Modifications to Rights of Security
Holders
The
information set forth in Item 5.03 is incorporated herein by
reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On July
2, 2008, Nexia Holdings, Inc., a Nevada corporation (the “Company”) Board of
Director’s authorized the Company to effect a reverse split of the Company’s
Common Stock, par value $0.0001 at a ratio of one for one thousand and retain
the number of authorized shares of Common Stock at Five Billion Five Hundred
Million (5,500,000,000).
On July
9, 2008 the Company will submit a Certificate of Change Pursuant to NRS §78.209
with the Nevada Secretary of State to effect the reverse stock
split.
On July
25, 2008, the reverse stock split shall become effective. At that
time, each one thousand (1000) outstanding shares of Common Stock of the Company
will be combined into and automatically become one (1) outstanding shares of
Common Stock of the Company. The reverse stock split is expected to
reduce the number of outstanding shares of the Company’s Common Stock from
approximately 2,322,845,732 shares to approximately 2,322,860
shares. No fractional shares will be issued in connection with
the reverse stock split, all fractional shares that would have resulted from the
reverse split shall be rounded up to the next whole share and all shareholders
of record holding one share after the effective date of the reverse stock split
will receive a cash payment in the sum of $1.00 instead of the one share, all
such shares will be acquired by the Company and removed from the shareholder
list of the Company.
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.
Dated
this 9th day of
July, 2008.
Nexia
Holdings, Inc.
/s/ Richard
Surber .
Richard
Surber, President