NEXH 8-K 09/18/2006
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: September 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
September 18, 2006, Nexia Holdings, Inc. ("Company")
approved and its subsidiary Gold Fusion Laboratories, Inc. (“GFL”) executed an
Addendum to its Asset Purchase Agreement dated August 15, 2006 with Diversified
Holdings X, Inc. (“DHX”) to acquire the assets of DHX that operate as the Black
Chandelier line of fashion clothing and accessories. The Addendum increases
the
purchase price of those assets to include two billion (2,000,000,000) shares
of
restricted Nexia common stock, which will be issued in the name of DHX. Richard
Surber is the president of the Company and was the proposing party for the
addendum and the underlying Asset Purchase Agreement, as the sole shareholder
and officer of DHX. The Company will report this transaction as a related party
transaction. The independent directors of the Company both approved the
transaction.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
In
conjunction with the execution of the Addendum on September 18, 2006 the parties
closed on the Asset Purchase Agreement wherein GFL acquired assets from DHX
for
the operation known as Black Chandelier. GFL acquired the assets, inventory
and
receivables of the fashion operation Black Chandelier from DHX, a corporation
wholly owned by Richard Surber, the Company’s president. At the time of the
acquisition Mr. Surber was also serving as the president of GFL. The assets
acquired included as of June 30, 2006 inventory for resale valued at $123,000,
fixed asset inventory of $132,000, designs, silkscreens, patterns, leasehold
improvements, trademarks, copyrights and patents held by Black Chandelier.
Valuations for all of the assets and items transferred, as of the date of
closing, are being prepared for inclusion in the financial statements of the
Company.
The
total
consideration paid for the acquisition of these assets consisted of one
promissory note in the sum of $300,000, bearing interest at 24% per annum and
secured by the stock ownership of GFL, the issuance of 70,000 shares of Class
A
Preferred Stock of the Company and the issuance of 2,000,000,000 shares of
restricted common stock of the Company. All compensation was delivered to DHX,
the corporation owned and controlled by Mr. Surber. The total value of the
consideration is approximately $1.2 Million; this amount was based upon the
valuation and cost basis of the assets, inventory and receivables transferred
and the expected net cash valuation of the Black Chandelier operation. The
transaction and pricing was approved by the three members of the Company’s board
of directors.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As
set
forth above, Nexia Holdings, Inc. has approved an agreement that will provided
for the Company to issue two billion (2,000,000,000) shares of restricted Nexia
common stock to DHX. The restricted shares to be issued have not been registered
under the Securities Act and the Company is relying upon the exemption from
registration provided under Section 4(2) of the Securities Act of 1993, as
issued in a private transaction not involving a public offering of the
securities involved.
On
September 18, 2006, the Company authorized the issuance of 80,000 shares of
its
series C Preferred Stock, 50,000 shares to Jared Gold and 30,000 shares to
Sean
Pasinsky. Each of the named individuals has provided valuable services to the
Company related to the operation and expansion of the business opportunities
of
Gold Fusion Laboratories, Inc., including the development of the Black
Chandelier concept and business operations and have agreed to accept the shares
of preferred stock as compensation for those services to the Company’s
subsidiary. The shares of Series C Preferred Stock have not been registered
under the Securities Act and the Company is relying upon the exemption from
registration provided under Section 4(2) of the Securities Act of 1993, as
issued in a private transaction not involving a public offering of the
securities involved. Series C Preferred Stock hold conversion rights into shares
of the common stock of the Company equal in value to $5.00 per share and are
subject to redemption by the Company upon a $5.00 cash payment. The Series
C
Preferred Shares hold no voting rights.
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
|
|
|
NO.
|
NO.
|
DESCRIPTION
|
| |
|
|
|
2
(i)
|
3
|
|
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.
| |
|
|
| |
Nexia
Holdings, Inc. |
|
|
|
| Date: September
19, 2006 |
By: |
/s/ Richard
Surber |
| |
Richard Surber
President
|