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: August 14, 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 August
14, 2008, the Company authorized the delivery to Diversified Holdings X, Inc. of
Thirty Eight Million Six Hundred Thousand (38,600,000) restricted shares of the
Corporation’s Common Stock. The issuance represents compensation and
satisfaction of a promissory note in the face amount of $300,000 made by Gold
Fusion Laboratories, Inc. that was made payable to Diversified Holdings X, Inc.
a corporation wholly owned by Richard Surber, the CEO 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. This issuance will settle the debt in the current amount of
$385,728 and remove the obligation as a current debt.
On August
14, 2008, the Company authorized the delivery to Almar Capital Advisors, LLC and
RES Holdings Corp of 333,400 shares of restricted common stock pursuant to a
consulting agreement between the Company and the named parties. The
consultants will provide assistance in locating financing and other management
advice over the course of the contracts term of one year. The
transaction was handled as a private sale exempt from registration under Rule
506 of Regulation D and the Securities Act of 1933.
Upon
completion of the issuance of these shares the total number of issued and
outstanding shares of common stock of the Company is 41,416,322.
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 15th day of
August, 2008.
Nexia
Holdings, Inc.
/s/ Richard
Surber .
Richard
Surber, President