NEXH 8-K 07/18/2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date
of Event: July 18, 2006
Nexia
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or
other jurisdiction of incorporation or organization)
|
33-2128-D
(Commission
File Number)
|
84-1062062
(IRS
Employer Identification Number)
|
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)
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
July
13, 2006, Nexia Holdings, Inc. ("Company")
approved and its subsidiary Diversified Holdings I, Inc. (“DHI”) executed an
agreement with Richard Surber to acquire Mr. Surber’s 60% ownership interest in
Landis LLC, a Utah limited liability company. Richard Surber is the president
of
the Company and was the proposing party for the transaction. The Company will
report this transaction as a related party transaction. The independent
directors of the Company both approved of the deal and an independent valuation
of Landis LLC has been arranged for by the Company. In exchange for his 60%
ownership interest in Landis LLC Mr. Surber will receive the following
compensation, (1) a promissory note in the amount of $250,000, bearing interest
at the rate of 24% per annum, payments are due in five annual payments of
principal and interest, (2) 75,000 shares of Nexia’s Class A Preferred stock and
(3) 2,000,000 shares of Nexia’s Class B Preferred stock. The purchase is deemed
to be closed as of the 18th
of July,
2006.
Landis
LLC is the operator of the Landis Lifestyle Salon located at the corner of
13th
East and
900 South in Salt Lake City, Utah. This salon features the Aveda™
line of products. During the first six months of 2006 Landis has reported total
revenues of $582,330.98. Due to the Company’s prior existing ownership interest
in Landis, LLC and Mr. Surber’s position as the managing member of the LLC
previously reported financial results included the operations of Landis on
a
consolidated basis, those results will continue to be consolidated in the
Company’s financial reports as a result of this acquisition. The assets and
inventory interests acquired by DHI will be consolidated into Nexia’s balance
sheet as of the date of closing and valued in accordance with the independent
valuation currently being performed.
DHI
has
proposed the terms to acquire an additional 5% interest in Landis from a third
party member of the LLC. The Company has agreed to provide up to 5,000 shares
of
Nexia’s class A Preferred Stock to acquire that 5% interest. Nexia expects that
this transaction will close prior to the last day of July 2006.
ITEM
9.01 Financial
Statements and Exhibits
Pro
forma
financial statements, if required, will be filed by amendment within the time
allowed by rule.
EXHIBIT
PAGE
Pursuant
to the requirement 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.
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Nexia
Holdings, Inc. |
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| Date: July
18, 2006 |
By: |
/s/ Richard
Surber |
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Richard Surber
President
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