CURRENT
REPORT
PURSUANT
TO SECTION 14 (C)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report January 6, 2009
Nexia Holdings,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
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33-221280
(SEC
File Number)
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84-1062062
(IRS
Employer Identification Number)
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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)
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
Check the
appropriate box:
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[X]
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2)
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[ ]
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Definitive
Information Statement
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Payment
of Filing Fee (Check the appropriate box):
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[ ]
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Fee
computed on table below per Exchange Act Rules 14(c)-5(g) and
0-11.
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1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount of which the filing fee is
calculated and state how it was determined): 0
4)
Proposed maximum aggregate value of transaction: 0
5) Total
fee paid:
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[ ]
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1) Amount
Previously Paid:
2) Form,
Schedule or Registration No.:
3) Filing
Party:
4) Date
Filed
Nexia
Holdings, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
(801)
575-8073
To the
Stockholders of Nexia Holdings, Inc.:
This
Information Statement is furnished to the stockholders of Nexia Holdings, Inc.,
a Nevada corporation (Nexia), in connection with the following corporate action
in connection with resolutions of the Board of Directors and the written consent
of holders of in excess of 50% of the voting rights of Nexia providing for
shareholder authorization to the board of directors of the corporation to move
the domicile of the Corporation in the State of Utah from the State of
Nevada.
Nexia is
not asking you for a proxy and you are requested to not send a
proxy.
Only
stockholders of record at the close of business on January 6, 2009 shall be
given a copy of the Information Statement.
By Order
of the Board of Directors
/s/ .
Richard
Surber, President
This
information statement is being furnished to all holders of the common stock of
Nexia in connection with the Proposed Action by Written Consent to authorize the
board of directors to carry out the process to move the domicile of the
Corporation from the State of Nevada to the State of Utah.
ITEM 1.
INFORMATION
STATEMENT
This
information statement is being furnished to all holders of the common stock of
Nexia Holdings, Inc., a Nevada Company ("Nexia"), in connection with resolutions
of the Board of Directors and the written consent of the holders of in excess of
50% of the voting rights of the shareholders of Nexia. The board of
directors, as approved by the written consent of the holders of in excess of 53%
of the voting rights of the shareholders of Nexia, provides public notice of the
approval and authorization to carry out the process of moving the domicile of
Nexia from Nevada to the State of Utah.
The Board
of Directors, and persons owning a majority of the outstanding voting securities
of Nexia, have unanimously adopted, ratified and approved the proposed actions
by the Nexia board of directors. No other votes are required or
necessary. See the caption "Vote Required for Approval"
below. The new Utah corporation will have total authorized preferred
stock as currently authorized by the Nevada corporation, with the same rights
and designations as currently exists and the total number of authorized common
stock shall be increased to a total of 100 billion shares of common stock with a
stated par value of $ 0.0001 per share. Any actions adopted by the
board of directors will become effective upon final approval by the board and
the filing of required notices with the Nevada Secretary of State’s office and
the Department of Commerce in the State of Utah.
The Form
10-Q for quarterly period ended September 30, 2008 and the form 10-KSB for the
year ended December 31, 2007, and any reports on Form 8-K filed by Nexia during
the past year with the Securities and Exchange Commission may be viewed on the
Securities and Exchange Commissions web site at www.sec.gov
in the Edgar Archives. Nexia is presently current in the filing of
all reports required to be filed by it. See the caption Additional
Information, below.
GRANT
AUTHORITY TO THE BOARD OF DIRECTORS TO MOVE THE CORPORATIONS’ STATE OF REGISTRY
FROM NEVADA TO UTAH.
Nexia’s
board had determined that it would be in the Company’s best interest in the near
future to move the domicile and state of registry of the Company from Nevada to
Utah and has received the consent of holders of a majority of the voting rights
of the Company’ securities to authorize the board to conduct such a move, with
the timing and process to be made at the Board’s discretion.
The board
believes that such a move would provide for greater ease in administration with
the offices of the Company located in the State of Utah and also that the
expenses of maintaining the Company are expected to be significantly less in
Utah than they are presently in Nevada.
Reasons
for the move:
The
primary purposes of the move are to accomplish the following:
a) Decrease
the maintenance costs of the Company, including fess and registration charges
imposed by the State of Nevada, maintenance of a registered agent,
and
b) Reduce
the time and expense of maintaining the Company’s corporate records in Nevada
while the corporate offices are located in Salt Lake City, Utah.
For the
above reasons, the board believes that the move is in the best interest of the
Company and its shareholders. There can be no assurance, however,
that the move will have the desired benefits over the future as changes in Utah
fees and charges may alter any perceived savings or economies.
Process
to Redomicile.
The move
will be effected by filing an amendment to the Company’s Articles of
Incorporation with the Nevada Secretary of State’s office and will become
effective upon such filing and final approval of the board of directors of the
Company. The actual timing of any such filing will be made by the
board of directors based upon its evaluation as to when the filing will be most
advantageous to the Company and its shareholders.
Nexia is
currently authorized to issue 5,500,000,000 shares of its common stock of which
1,813,089,532
shares are currently issued and outstanding, 10,000,000 shares of Series
B Preferred Stock, which have a 1 for 500 voting right or a total of
5,000,000,000 votes in any shareholder action and 225,000 shares of Series A
Preferred Stock, which have a 1 for 100 voting right or 22,500,000 votes in any
shareholder action, as of January 2, 2007. Currently, shareholders
holding votes equal to not less than 5,022,500,000 of the voting rights have
consented in writing to the proposal, this constitutes approval of not less than
50% of the voting rights entitled to vote in any shareholder
action. The stated voting rights of the preferred shares outlined
above will constitute a majority of all votes on any matter presented to the
shareholders.
The
effect of the move upon existing shareholders of the common stock are expected
to be minimal, the change in state law governing the Company and the rights of
shareholders are not expected to change in any significant fashion.
If acted
upon by the Company’s board of directors, the consent by the majority of the
common stock voting rights reported herein would result in approval of the move
from Nevada to Utah. The rights and privileges of the holders of
shares of common stock will be substantially unaffected by the
move. All issued and outstanding options, warrants, and convertible
securities would be appropriately adjusted for the move and all shares
outstanding on the effective date of the move would convert into shares of the
new Utah corporation with the same rights, options, voting powers and
entitlements as previously held through the Nevada corporation. All
shares, options, warrants or convertible securities that the Company has agreed
to issue (or agrees to issue prior to the effective date of the move) also will
be appropriately adjusted to reflect the new Utah corporation.
After the
move is authorized and completed administratively there will not be a
requirement that shareholders obtain new or replacement share
certificates. Each holder of record of shares of the Company’s common
stock that is outstanding on the effective date of the move may contact the
Company’s transfer agent to exchange the old Nevada certificates for new Utah
certificates representing the number of shares of common shares into which the
existing shares have been converted as a result of the move.
EXISTING CERTIFICATES SHOULD NOT BE
SENT TO THE COMPANY OR THE TRANSFER AGENT BEFORE THE EFFECTIVE DATE OF THE
FILING OF THE PROPOSED MOVE.
Until the
shareholder forwards a completed letter of transmittal, together with
certificates representing such shareholder’s shares of Nevada common stock to
the transfer agent and receives in return a new certificate representing shares
of Utah common stock, such shareholder’s existing common stock shall be deemed
equal to the number of shares of Utah common shares to which such shareholder is
entitled as a result of the move.
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion describes certain material federal income tax
considerations relating to the proposed reverse stock split. This
discussion is based upon the Internal Revenue Code, existing and proposed
regulations thereunder, legislative history, judicial decisions, and current
administrative rulings and practices, all as amended and in effect on the date
hereof. Any of these authorities could be repealed, overruled, or
modified at any time. Any such change could be retroactive and,
accordingly, could cause the tax consequences to vary substantially from the
consequences described herein. No ruling from the Internal Revenue Service (the
“IRS”) with respect to the matters discussed herein has been requested, and
there is no assurance that the IRS would agree with the conclusions set forth in
this discussion.
This
discussion may not address federal income tax consequences that may be relevant
to particular shareholders in light of their personal circumstances or to
shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences
under state, local or foreign laws.
SHAREHOLDERS
ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCE OF
THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE,
LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR
PROPOSED LEGISLATION.
The move
is intended to be a tax-free recapitalization to the Company and its
shareholders. Shareholders will not recognize any gain or loss for
federal income tax purposes as a result of the move. The holding
period for shares of common stock after the move will include the holding period
of shares of common stock before the move, provided, that such shares of common
stock are held as a capital asset at the effective date of the
amendment. The adjusted basis of the shares of common stock after the
move will be the same as the adjusted basis of the shares of common stock before
the move.
QUESTIONS
AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT THE PROPOSED
MOVE.
Q. WHY
HAS THE PROPOSAL BEEN MADE TO AUTHORIZE THE MOVE FROM NEVADA TO
UTAH?
A. Our
Board of Directors believes that the proposed move to domicile the corporation
in Utah would enable Nexia to more easily and with less expense handle the
administrative burden of being a corporation. Utah state offices for
the recording of corporate records are less then 1 mile from current corporate
offices.
Q. WHY
IS APPROVAL SOUGHT FOR THE PROPOSED MOVE FROM NEVADA TO UTAH?
A. The
Board seeks approval of the move. It is the expectation of the Board
that such a move would provide for easier maintenance of the corporate records,
save time and expenses related to the corporate governance of the corporation
being moved to the same state where the corporate offices are currently
located.
Q. HAS
THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED MOVE AND
INCREASE THE NUMBER OF AUTHROIZED SHARES OF THE COMMON STOCK?
A. All
members of the Board of Directors have approved the proposed move and the
increase in the number of authorized shares common stock as is in the best
interest of Nexia and the best interest of the current shareholders of
Nexia.
Q. WILL
THE PROPOSED MOVE RESULT IN ANY TAX LIABILITY TO ME?
A. The
proposed move is intended to be tax free for federal income tax
purposes.
Q. WHAT
VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To
approve the proposal, the affirmative vote of a majority of the voting rights of
the common stock and other shares holding voting rights is
required. Consents in favor of the proposal have already been
received from shareholders holding a majority of the voting securities of
Nexia
Q. WHO
IS PAYING FOR THIS INFORMATION STATEMENT?
A. The
Company will pay for the delivery of this information statement.
Q. WHOM
SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A:
Richard Surber, President of Nexia, 59 West 100 South, Second Floor, Salt Lake
City, Utah 84101, telephone: (801) 575-8073.
VOTE REQUIRED FOR
APPROVAL
Section
78.385 of the Nevada Revised Statutes provides an outline of the scope of the
amendments of the Articles of Incorporation allowed a Nevada Corporation. This
includes the amendment discussed herein. The procedure and
requirements to effect an amendment to the Articles of Incorporation of a Nevada
corporation are set forth in Section 78.390. Section 78.390 provides
that proposed amendments must first be adopted by the Board of Directors and
then submitted to shareholders for their consideration and must be approved by a
majority of the outstanding voting securities.
The Board
of Directors of Nexia have adopted, ratified and approved the proposal to
authorize the move to Utah for the registration of the Company and to submit the
proposed change of domicile to the shareholders for their
approval. The securities that are entitled to vote consist of issued
and outstanding shares of Nexia’s $0.0001 par value common and preferred voting
stock outstanding on January 6, 2009, the record date for determining
shareholders who are entitled to notice of and to vote on the proposed change of
domicile Nexia.
DISSENTER'S RIGHTS OF
APPRAISAL
The
Nevada Revised Statutes (the Nevada Law) do not provide for dissenter's rights
in connection with the proposed restatement of the Articles of
Incorporation.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Board
of Directors fixed the close of business on January 6, 2009 as the record date
for the determination of the common shareholders entitled to notice of the
action by written consent.
As of
January 6, 2009, Nexia had issued and outstanding 1,813,089,532 shares of $0.0001 par
value common stock, 125,000 shares of Series A Preferred Stock, which have a 1
for 100 voting right or a total of 12,500,000 votes in any shareholder action
and 10,000,000 shares of Series B Preferred Stock, which have a 1 for 500 voting
right or a total of 5,000,000,000 votes in any shareholder
action. Shareholders holding a controlling interest equaling not less
than fifty percent (50%) of voting rights of the securities of Nexia, as of the
record date have consented to the action required to carry out a proposed
reverse stock split of the common stock.
Nexia has
10,000,000 shares of its Series B Preferred Stock issued and outstanding, each
share of which holds 500 votes in any shareholder vote, Richard Surber, the
Shareholder of those preferred shares has consented to the actions proposed
herein. Mr. Surber holds 220,000 shares of Series A Preferred Stock,
each share of which holds 100 votes in any shareholder vote and controls
543,612,002 common shares, either directly or indirectly. For all of
these shares Mr. Surber has consented to the proposed actions. These
consents are sufficient, without any further action, to provide the necessary
stockholder approval of the action.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of the
Company's common stock as of January 6, 2009, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information in
the table below are necessary for a complete understanding of the figures
provided below. As of January 6, 2009, there were 1,813,089,532 shares of common
stock issued and outstanding.
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TITLE
OF
CLASS
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NAME
AND ADDRESS OF
BENEFICIAL
OWNER
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AMOUNT
&
NATURE
OF
BENEFICIAL
OWNERSHIP
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PERCENT
OF CLASS
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Preferred
Series
"B"
Stock
($0.001
par value)
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Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
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10,000,000
(2)
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100%
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Preferred
Series
“A”
Stock
($0.001
par value)
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Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
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145,000(3)
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96.67%
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Common
Stock
($0.0001
par
value)
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Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
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543,612,000(1)
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29.98%
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Common
Stock
($0.0001
par
value)
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Adrienne
Bernstein, Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
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10,000
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>0.01%
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Common
Stock
($0.0001)
par
value
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Directors
and Executive Officers as a
Group
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543,622,000
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29.98%
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(1)
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Richard
Surber may be deemed a beneficial owner of shares of the Company's common
stock by virtue of his position as an officer and director of Diversified
Holdings X, Inc. (38,602,000 shares). Mr. Surber personally owns
505,010,000 shares of common stock.
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(2)
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Series
"B" preferred stock has voting rights of 500 to 1 of the common stock,
these shares give Mr. Surber 5,000,000,000 votes in any shareholder vote
and his personal vote of these shares may not always be exercised in the
best interest of the balance of the common stock
shareholders.
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(3)
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Series
“A” preferred stock has voting rights of 100 to 1 of the common stock,
these shares give Mr. Surber 14,500,000 votes in any shareholder votes and
his personal vote of these shares may not always be exercised in the best
interest of the balance of the common stock
shareholders.
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INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed move or in any action covered by the related resolutions adopted by
the Board of Directors, which is not shared by all other
stockholders.
ADDITIONAL
INFORMATION
Additional
information concerning Nexia Holdings, Inc. including its Form 10-K annual
report for the year ended December 31, 2007 and quarterly reports on Form 10-Q
for the past quarters ended September 30, 2008, June 30, 2008 and March 31,
2008, any reports on Form 8-K or other forms which have been filed with the
Securities and Exchange Commission are incorporated herein by
reference. All of these forms may be accessed through the EDGAR
archives, at www.sec.gov.
Dated:
January 6, 2009
By Order
of the Board of Directors
/s/ .
Richard
Surber, President and Director
Exhibit
“A”
UNANIMOUS
WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION
OF THE BOARD OF DIRECTORS
OF
NEXIA
HOLDINGS, INC.
(A Nevada
corporation)
The
undersigned, constituting the members of the Board of Directors (the “Board”) of Nexia Holdings,
Inc., a Nevada corporation (the “Corporation”), hereby adopt
the following resolution this 6th day of January, 2009.
WHEREAS, the Board believes it
is in the best interest of the Corporation to obtain shareholder consent to
conduct a move of the Corporations state of domicile from the State of Nevada to
the State of Utah, to provide for the conversion of all issued and outstanding
stock of the Corporation to be converted into the same number and class of stock
following the move as were issued and outstanding prior, with all rights and
privileges of each class of stock to remain the same and to increase the number
of authorized shares of common stock to 500 billion shares with a stated par
value of $0.0001, and;
WHEREAS, the Board has
reviewed the preliminary 14C Information Report prepared by the management of
the Corporation for filing with the Securities and Exchange Commission to report
the taking of this action and to provide information to the shareholders
regarding the proposed action;
THEREFORE BE IT RESOLVED, that
the Board hereby approves, authorizes, and ratifies the publication of the
preliminary 14C Information Statement setting forth the decision of the Board to
carry out the move of the Corporation to the State of Utah, the increase of the
number of authorized common stock to 500 billion shares with a stated par value
of $0.0001 and the approval of such actions by the holders of a majority of the
voting rights of the current shareholders of the Corporation having been
received.
FURTHER RESOLVED, that the
undersigned officers and directors of the Corporation are hereby authorized,
empowered, and directed in the name and on behalf of the Corporation, to execute
and deliver all such documents, instruments, schedules, forms, and certificates,
to make all such payments or perform all such acts and things, and to execute
and deliver all such other documents as may be necessary from time to time in
order to carry out the purpose and intent of this resolution, that all of the
acts and doings of any such officers that are consistent with the purpose of
this resolution, are hereby authorized, approved, ratified and confirmed in all
respects. Accordingly, the above resolution is hereby unanimously
adopted.
Resolution
of Nexia Holdings, Inc. dated January 6, 2009.
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Adrienne
Bernstein, Director
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Richard
D. Surber,
Director
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