formnt10-q.htm
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SEC
FILE NUMBER
033-22128-D
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
[
]
Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [
] Form 10-D [ ] Form N-SAR [
] Form N-C
For
Period Ended: September 30, 2007
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[
] Transition Report on Form 10-K
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[
]
Transition Report on Form 20-F
[
]
Transition Report on Form 11-K
[
]
Transition Report on Form 10-Q
[
]
Transition Report on Form N-SAR
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: Entire Form 10-QSB
Part
I -
Registrant Information:
Full
Name of
Registrant Nexia
Holdings, Inc.
Former
Name if
Applicable
N/A
Address
of Principal Executive
Office:
59 West 100 South, Second Floor
Salt
Lake City, Utah 84101
Part
II--RULES 12b-25 (b) AND (c)
If
the subject report could not be
filed without unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b) the following should be completed. (Check
box if appropriate)
[X] (a) The
reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
[X] (b) The
subject annual report, semi-annual report, transition report on Form 10-K,
Form
2-F, 11-F, or From N-SAR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will
be
filed on or before the fifth calendar day following the prescribed due date;
and
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[ ]
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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Part
III
- Narrative
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
preparation of the Company’s 3rd Quarter
10-QSB has
been delayed due to the Company’s dealing with the continuing expansion of its
retail and beauty operations and the change during the third quarter of the
Company’s Independent Accountant and the time spent on reaching an agreement to
retain the new accountants. The Company and its staff are working
diligently to complete the reports for the period ended September 30,
2007. Despite these efforts the Company will not be able to complete
its Form 10-QSB for the thrid quarter of 2007 on a timely basis without
unreasonable effort or expense to the Company.
Part
IV -
Other Information
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(1)
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Name
and telephone number of person to contact in regard to this
notification.
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Richard D.
Surber President
(801)575-8073
(Name) (Title) (Telephone
Number)
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(2)
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Have
all other periodic reports required under section 13 or 15(d) of
the
Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the 12 months or for such shorter period that
the
registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).( X )
Yes ( ) No
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(3)
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Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?( X ) Yes ( )
No
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If
so,
attach an explanation of the anticipated change, both narrative and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Anticipated
Change in the results of operations: set forth in the attachment hereto
comparing estimated financial results for the first quarter of 2007 with the
same period in 2006.
Nexia
Holdings, Inc.
(Name
of
Registrant as specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
November 14,
2007 By:
/s/ Richard
Surber .
Name: Richard D. Surber
Title: President
Estimated
results for the third quarter of 2007 compared to the third quarter of
2006.
Revenue
Gross
revenue for the three and nine month periods ended September 30, 2007, was
$762,666 and $2,271,867, respectively, as compared
to $434,575 and $1,111,127 for the same periods in 2006.
The increase in the three and nine months revenue of $328,091 and $1,160,740,
or
75% and 104% respectively, is due to inclusion of sales revenue from the
operation of the Landis Salon in the sum of $1,375,810, an increase of $429,905
or 45% over Landis revenue from the first nine months of 2006. Also
the inclusion of $663,945, an increase of $638,791 over revenue from the first
nine months of 2006 in revenue from the Black Chandelier operations of Gold
Fusion Laboratories, Inc., which was acquired in September of 2006.
Operating
Losses
Nexia
recorded operating losses of $1,235,347 and $3,378,602 for the three and nine
month periods ended September 30, 2007, compared to losses of $1,525,146 and
$2,490,447 for the comparable periods in the year 2006. The decrease in three
and increase in nine month operating losses of $289,799 and $888,155, or 19%
and
36% respectively, was the result of the increases in promotional marketing
of
Nexia stock of $978,788, stock subscriptions receivable expense of $663,936
and
operating loss of $772,541 from Gold Fusion Laboratories, Inc. which was
acquired in September 2006.
Net
Income or Losses
Nexia
recorded net losses of $1,260,113 and $3,284,502 for the three and nine month
periods ended September 30, 2007, as compared to a net loss of $1,659,962 and
net income of $95,933 for the comparable periods in 2006. The decrease in the
three and increase in the nine month net losses of $399,849 and $3,380,435,
or
24% and 3,524% respectively, compared to the same periods in 2006, reported
above, is attributable primarily to the gain recognized on marketable securities
of $2,306,950 in 2006 which was not realized in 2007. The stock
received for past services in the form of China Fruits stock contributed
$2,400,000 to income during 2006. There was no similar receipt of investment
securities during the first six months of 2007. Other factors
affecting the change were operating expenses recognized from the Landis Salon
operations, the addition of the Gold Fusion Laboratories, Inc. operations and
other expenses described in “Operating Losses” paragraph
above.
Nexia
may
not operate at a profit through fiscal 2007. Since Nexia's activities are tied
to its ability to operate its retail operations and real estate properties
at a
profit, future profitability or its revenue growth tends to follow changes
in
the markets for these activities. There can be no guarantee that profitability
or revenue growth will be realized in the future.
Expenses
General
and administrative expenses for the three and nine month periods ended September
30, 2007, were $1,559,506 and $3,931,863 compared to $670,556 and $1,495,145
for
the same periods in 2006. The increase in three and nine months expenses of
$888,950 and $2,436,718, or 133% and 163% respectively, resulted from the
addition of Gold Fusion Laboratories, Inc. expenses of $711,877, an increase
in
Nexia’s marketing stock expense of $978,788, expense for Nexia option shares
issued of $663,936. The remaining difference was a decrease to
various expenses of $82,117.
Depreciation
and amortization expenses for the three and nine months ended September 30,
2007, were $63,636 and $169,271 compared to $47,106 and $122,717 for same
periods in 2006. The increase in the three and nine month expenses of $16,530
and $46,554, or 35% and 38% respectively, was attributable primarily to the
addition of depreciable equipment held by Gold Fusion Laboratories, Inc.
acquired in September of 2006.
Capital
Resources and Liquidity
On
September 30, 2007, Nexia had current assets of $534,130 and $4,629,326 in
total
assets compared to current assets of $1,053,366 and total assets of $4,765,452
as of December 31, 2006. Nexia had net working capital deficit of $2,063,430
at
September 30, 2007, as compared to a net working capital deficit of $1,192,339
at December 31, 2006. The increase in working capital deficit of $871,091 is
due
primarily to the reduced fair market value of marketable securities, the sale
of
marketable securities, and increased accounts payable to related parties and
accrued liabilities. Prepaid expenses decreased by $135,000 when the Company’s
prepaid consulting agreement was completed in the first quarter of
2007.