CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
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: October 24, 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)
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033-22128D
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84-1062062
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(Commission
File Number)
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(IRS
Employer Identification Number)
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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
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
October 24, 2008, the Company authorized the delivery to Richard D. Surber of
Five Hundred Million (500,000,000) restricted shares of the Corporation’s Common
Stock. The issuance represents the conversion of 50,000 shares of
Series A Preferred Stock held by Mr. Surber.
On
October 24, 2008, the Company approved the conversion of Series C Preferred
Stock by four employees of the Company into 117,000,000 shares of common stock,
all of the C shares had been held for a period in excess of six
months.
Upon
completion of the issuance of these shares the total number of issued and
outstanding shares of common stock of the Company is 722,539,532.
ITEM
9.01
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Financial
Statements and Exhibits
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The
following exhibits are included as part of this report:
Exhibit
No.
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Page
No.
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Description
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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 27th day of
October, 2008.
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Nexia
Holdings, Inc.
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/s/ Richard
Surber
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Richard
Surber,
President
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