Nexia Form S-8 POS 09/16/2005
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST EFFECTIVE AMENDMENT NUMBER ONE
FORM S-8
 
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
 
NEXIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 

Nevada
84-1062062
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
Incorporation or organization)
  
 
59 West 100 South, Second Floor, Salt Lake City, Utah 84101
(Address of principal executive offices)

The Amended 2005 Benefit Plan of Nexia Holdings, Inc.
(Full title of the plan)


Richard D. Surber, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101
(Name, address, including zip code, of agent for service)

Telephone number for Issuer: (801) 575-8073
 


CALCULATION OF REGISTRATION FEE
 
 
 
Title of Securities to be Registered
 
Amounts to be Registered
 
Proposed Maximum Offering Price Per Share(1)
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
 
Common Stock, 0.001 par value
 
500,000,000
 
$0.0002
 
$100,000
 
$12.67
 
 
(1)
Bona fide estimate of maximum offering price solely for calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on the average bid and asked price of the registrant's common stock as of September 14, 2005, a date within five business days prior to the date of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.
 
2
 
Post Effective Amendment to the
2005 Benefit Plan of Nexia Holdings, Inc.

This Post Effective Amendment No. One is being filed to reflect that the Board of Directors of Nexia Holdings, Inc. (the "Company") has amended The 2005 Benefit Plan of Nexia Holdings, Inc. as filed by the Company in an S-8 filed on February 8, 2005, file no. 333-122618, which is incorporated herein by reference. This amendment will increase the number of shares to be included in the plan by Five Hundred Million (500,000,000) shares of the common stock of the Company.

The 500,000,000 shares registered pursuant to Amendment No. One increases the total number of shares registered under The 2005 Benefit Plan of Nexia Holdings, Inc. to 1,500,000,000.

The amendment to the 2005 Benefit Plan of Nexia Holdings, Inc. is filed as Exhibit "A" hereto. The additional Five Hundred Million (500,000,000) shares are being registered hereby.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in the Exhibit Index, which is found on page 4.

3
 
SIGNATURES
 
    Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 14, 2005.
 
     
  Nexia Holdings, Inc.
 
 		  
 		  
 
  By:   /s/ Richard D. Surber
 
Richard D. Surber
President
 
 
    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 

Signature
Title
Date
     
/s/ Richard Surber  
Director
September 14, 2005
Richard D. Surber
    
     
/s/ Gerald Einhorn
Director
September 14, 2005
Gerald Einhorn
    
     
/s/ Adrienne Bernstein
Director
September 14, 2005
Adrienne Bernstein
    
 
 
4
 
INDEX TO EXHIBITS

Exhibits
SEC Ref. No.
Description of Exhibit
Page
 
A
 
23(a)
 
 
5
 
B
 
4
 
 
6
 
C
 
5, 23(b)
 
 
7
 
 
5