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: September 5, 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
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
On
September 8, 2008, the Company authorized the delivery to Taylor R. Gourley of
Twenty Thousand (20,000) shares of the Corporation’s series C Preferred
Stock. The issuance represents compensation for providing or
obtaining promotional services for the benefit of the Company. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
On
September 9, 2008, the Company authorized the delivery to Shauna Postma of Ten
Thousand (10,000) shares of the Corporation’s Series C Preferred
Stock. The issuance represents compensation for services provided to
the Company as an employee in the accounting department. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
On
September 4, 2008 Nexia Holdings, Inc. (the “Company”) signed a Consulting
Agreement with Jeffrey Goddard to provide services to the Company in the
enhancement of the Company’s reputation in the fashion and beauty industries in
exchange for a total payment of 5,000,000 shares of common stock, such shares to
be issued pursuant to the Company’s S-8 Registration Statement.
On August
26, 2008, the Company entered in to a Consulting Agreement with Jack King of
West Hollywood, California, to assist the Company in arranging for and retaining
celebrity talent for endorsements or advertising purposes for the benefit of the
Company. Compensation for these services will total 5 million shares,
3 million to be delivered immediately and the balance within 45 days, all shares
are to be issued pursuant to the Company’s S-8 Registration
Statement.
On August
26, 2008, the Company entered into a Consulting Agreement with Wendy Davis, of
West Hollywood, California. Ms. Davis is to provide services to the
Company including arranging for and retaining celebrity talent for endorsement
or advertising purposes of the Company. Compensation for these
services will total 5 million shares, 3 million to be delivered immediately and
the balance with 45 days, all shares are to be issued pursuant to the Company’s
S-8 Registration Statement.
On August
26, 2008, the Company entered into a Consulting Agreement with Gary Gannon of
West Hollywood, California to assist the Company in arranging for and producing
video news releases for the promotion of Black Chandelier fashions and other
operations of the Company. Compensation for these services will total
5 million shares, 3 million to be delivered immediately and the balance within
45 days, all shares are to be issued pursuant to the Company’s S-8 Registration
Statement.
On August
26, 2008, the Company entered into a Consulting Agreement with Wilfred Blum of
Midvale, Utah. Mr. Blum is to assist the Company in arranging for and
seeking out target salons for potential acquisition of the Landis Salons, Inc.
operations and other related operations of the Company. Compensation
for these services will total 5 million shares, 3 million to be delivered
immediately and the balance within 45 days, all shares to be issued pursuant to
the Company’s
S-8
Registration Statement.
On August
26, 2008, the Company entered into a Consulting Agreement with Ron Olthius of
Midvale, Utah to assist the Company in arranging for and overseeing the
expansion and development of additional areas of commercial real estate
properties for the Company. Compensation for these services will
total 5 million shares, 3 million to be delivered immediately and the balance
within 45 days, all shares are to be issued pursuant to the Company’s S-8
Registration Statement.
On August
26, 2008, the Company entered into a Consulting Agreement with Dwaine D. Allred
of Midvale, Utah to assist the Company in arranging for and overseeing the
expansion and development of additional areas of operation for the Landis Salon
division of the Company. Compensation for these services will total 5
million shares, 3 million to be delivered immediately and the balance within 45
days, all shares are to be issued pursuant to the Company’s S-8 Registration
Statement.
On August
26, 2008, the Company entered into a Consulting Agreement with Tim Connolly of
West Hollywood, California to assist the Company in arranging for and overseeing
the distribution of printed promotional material including but not limited to,
newspapers, direct mail, billboards, pizza boxes, magazines and radio
distribution, for the promotion of Black Chandelier
fashions. Compensation for these services will total 5 million
shares, 3 million to be delivered immediately and the balance within 45 days,
all shares are to be issued pursuant to the Company’s S-8 Registration
Statement.
The total
number of issued and outstanding shares of common stock of Nexia Holdings, Inc.
as of September 10, 2008 after these issuances have been completed will be
69,623,532. Recent issuances have included shares pursuant to 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:
|
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
September, 2008.
Nexia
Holdings, Inc.
/s/ Richard
Surber .
Richard
Surber, President