Nevada
|
6510
|
84-1062062
|
(State
of jurisdiction of
|
(Primary
Standard Industrial
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Classification
Code Number)
|
Identification
No.)
|
Title
of each class of securities to be registered
|
Amount
of securities to be registered
|
Dollar
Amount to be registered
|
Proposed
maximum offering price per share (1)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
$.001
Common Stock
|
5,000,000,000
shares
|
$5,000,000
|
$0.001
|
$0.001
|
$
633.50
|
TABLE
OF CONTENTS
|
|
Page
|
Page
|
6
|
|
8
|
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8
|
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17
|
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17
|
|
18
|
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18
|
|
20
|
|
21
|
|
21
|
|
23
|
|
24
|
|
25
|
|
26
|
|
27
|
|
28
|
|
32
|
|
35
|
|
36
|
|
37
|
|
102
|
|
103
|
Securities
Offered.
|
5,000,000,000
shares of common stock.
|
|
Selling
Shareholders.
|
Dutchess
Private
Equities Fund, L.P.
|
|
Shares
of Common Stock Outstanding.
|
Before
Offering
|
3,539,945,834
|
|
After
Offering
|
8,539,945,834
|
Use
of Proceeds
|
We
will use the proceeds from this offering to: 1. Provide operating
capital;
2. Improve existing real estate holdings; and 3. Fund acquisition
of real
estate and development properties.
|
Risk
Factors
|
The
stock offered by this prospectus is speculative and involves a
high degree
of risk. Investors should not buy this stock unless they can afford
to
lose their entire investment.
|
OTC
Bulletin Board Common Stock Symbol
|
“NEXH”
|
Year
ended 12/31/2004
|
|
Nine
months ended 9/30/05
|
|||||
Revenue
|
$
|
634,089
|
$
|
254,702
|
|||
Gain/loss
from operations
|
(3,493,029
|
)
|
(839,306
|
)
|
|||
Net
Income (loss)
|
(3,004,155
|
)
|
(3,802
|
)
|
|||
Income
(loss) per common share
|
(0.03
|
)
|
-
|
||||
Weighted
average number of common shares
|
|||||||
Outstanding
|
90,299,865
|
3,053,249,863
|
|||||
Balance
Sheet Data
|
|||||||
Working
capital (deficit)
|
$
|
(51,334
|
)
|
$
|
(598,345
|
)
|
|
Total
assets
|
4,006,060
|
4,097,985
|
|||||
Total
liabilities
|
3,549,330
|
2,942,132
|
|||||
Shareholders
equity
|
441,415
|
1,053,354
|
$ |
the
general economic climate and local real estate conditions (such as
too
much supply or too little demand for rental space, as well as changes
in
market rental rates);
|
$ |
prospective
tenants'
perceptions of a building's
safety, convenience and attractiveness, or the overall appeal of
a
particular building;
|
$ |
the
property owner's
ability to provide adequate management, maintenance and
insurance;
|
$ |
expenses
for periodically renovating, repairing and re-letting
spaces;
|
$ |
rising
operating costs for our properties (including real estate taxes and
utilities), which we may not be able to pass through to tenants because
of
their leases;
|
$ |
falling
operating costs for competing properties, which would allow them
to
undercut our rental rates;
|
$ |
rising
unemployment rates in the area, which may reduce the demand for rental
space;
|
$ |
adverse
changes in zoning laws, tax laws, or other laws affecting real estate
or
businesses in the area;
|
$ |
damage
from earthquakes or other natural
disasters;
|
$ |
mortgage
interest rates and the availability of
financing.
|
· |
Significant
dilution
|
· |
Actual
or anticipated variation in the results of
operations
|
· |
Announcements
of acquisitions
|
· |
Changes
in the areas of operations of the
company
|
· |
Conditions
and trends in the real estate market in Salt Lake City, Utah and
nationally
|
· |
control
of the market for the security by one or a few broker-dealers that
are
often related to the promoter or
issuer;
|
· |
manipulation
of prices through prearranged matching of purchases and sales and
false
and misleading press releases;
|
· |
"boiler
room"
practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales
persons;
|
· |
excessive
and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
|
· |
the
wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with
the
inevitable collapse of those prices with consequent investor
losses.
|
Selling
Security Holder
|
Shares
held
|
percentage
of shares
|
shares
sold
|
percentage
of
|
|
Before
offering
|
before
offering
|
in
offering
|
shares
after offering
|
Dutchess
Private Equities
|
||||
Fund
L.P.
|
0
|
0%
|
5,000,000,000
|
58%
|
Priority
|
Use
of Proceeds
|
Est'd
Cost
|
1
|
Costs
of offering
|
$
80,000
|
2
|
Working
capital
|
$
1,930,000
|
3
|
Improvement
to existing real estate
holdings
|
$
1,080,000
|
4
|
Acquisition
of real estate
|
$
1,660,000
|
EXISTING
STOCKHOLDERS
|
||||
Price
per share
|
$
|
0.0010
|
||
Net
tangible book value per share before offering.
|
$
|
0.0002
|
||
Net
tangible book value per share after offering, assuming all shares
are
sold
|
$
|
0.0007
|
||
Net
Increase in tangible book value to existing stockholders after
offering
assuming all shares are sold
|
$ | 0.0005 | ||
Number
of shares outstanding before the offering
|
3,539,945,834
|
|||
Number
of shares after offering held by existing stockholders
|
3,539,945,834
|
|||
Percentage
of ownership after offering
|
41.5
|
%
|
||
PURCHASERS
OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
|
||||
Price
per share
|
$
|
0.0010
|
||
Dilution
per share
|
$
|
0.0003.
|
||
Capital
contributions
|
$
|
5,000,000
|
||
Number
of shares after offering held by public investors
|
8,139,792,403
|
|||
Percentage
of ownership after offering
|
94.1
|
%
|
||
PURCHASERS
OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
|
||||
Price
per share
|
$
|
0.0010
|
||
Dilution
per share
|
$
|
0.0004
|
||
Capital
contributions
|
$
|
3,750,000
|
||
Number
of shares after offering held by public investors
|
6,889,792,403
|
|||
Percentage
of ownership after offering
|
93.1
|
%
|
||
PURCHASERS
OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
|
||||
Price
per share
|
$
|
0.0010
|
||
Dilution
per share
|
$
|
0.0005
|
||
Capital
contributions
|
$
|
2,500,000
|
||
Number
of shares after offering held by public investors
|
5,639,792,403
|
|||
Percentage
of ownership after offering
|
91.7
|
%
|
||
PURCHASERS
OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD
|
||||
Price
per share
|
$
|
0.0010
|
||
Dilution
per share
|
$
|
0.0006
|
||
Capital
contributions
|
$
|
1,250,000
|
||
Number
of shares after offering held by public investors
|
4,389,792,403
|
|||
Percentage
of ownership after offering
|
89.6
|
%
|
||
PURCHASERS
OF SHARES IN THIS OFFERING IF 5% OF SHARES SOLD
|
||||
Price
per share
|
$
|
0.0010
|
||
Dilution
per share
|
$
|
0.0008
|
||
Capital
contributions
|
$
|
250.000
|
||
Number
of shares after offering held by public investors
|
3,389,792,403
|
|||
Percentage
of ownership after offering
|
86.8
|
%
|
TITLE
OF
CLASS
|
NAME
AND ADDRESS OF BENEFICIAL
OWNER
|
AMOUNT
&NATURE
OF
BENEFICIAL
OWNERSHIP
|
PERCENT
OF CLASS
|
|
Preferred
Series
"B"
Stock
($0.001par
value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
8,000,000
(3)
|
100%
|
|
Common
Stock
($0.001
par value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
91,937
Direct
12,862
Indirect(1)
|
0.003%
|
|
Common
Stock
($0.001
par value)
|
Gerald
Einhorn, VP & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
10,000
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Adrienne
Bernstein, Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
12,957
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Oasis
International Hotel & Casino, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
2,655(2)
|
>0.001%
|
|
Common
Stock
($0.001
par
value)
|
Hudson
Consulting Group, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
9,905(2)
|
>0.001%
|
|
Common
Stock
($0.001
par value)
|
Joseph
Corso, Jr.
167
Zock Road
Cuddlebackville,
NY 12719
|
500,000,000
|
13.55%
|
|
Common
Stock
($0.001)
par Value
|
Directors
and Executive Officers as a Group
|
127,756
|
0.003%
|
· |
Diversified
Holdings I, Inc. accepted the assignment of certain rights to securities
with a stated value of $50,000 due in the settlement of Axia's litigation
claim against America West Securities and Robert
Kay.
|
· |
Diversified
Holdings, I, Inc. also accepted an assignment of Axia's rights (presently
being litigated) against Kevin Sheff for the recovery of 10,000 post-split
shares of Axia Group, Inc.'s common
stock.
|
· |
As
settlement of compensation due under a May 2, 2003 Consultant Agreement
with Hudson Consulting Group, Inc., Axia Group Inc. transferred 9,100,012
shares of Nexia common stock to
Hudson.
|
· |
Signed
a full release and settlement of all claims against Axia Group, Inc.
held
by, Nexia Holdings, Inc., Wasatch Capital, Inc., Hudson Consulting
Group,
Inc. and West Jordan Real Estate Holdings,
Inc.
|
Nine
Months Ended
|
|||||||
September
30
|
|||||||
2005
|
2004
|
||||||
(Unaudited)
|
(Unaudited)
|
||||||
BALANCE
DECEMBER 31, 2004 AND 2003
|
$
|
441,415
|
$
|
44,705
|
|||
Common
stock issued for services
|
146,160
|
153,267
|
|||||
Common
stock issued to directors for services
|
-
|
480,000
|
|||||
Common
stock issued to employees for options exercised
|
27,366
|
40,690
|
|||||
Common
stock issued to contractors for options exercised
|
11,140
|
36,000
|
|||||
Intrinsic
value of options issued to employees for past services
|
95,134
|
124,400
|
|||||
Fair
value of options issued to contractors for past services
|
36,360
|
-
|
|||||
Proceeds
from contractors' share of proceeds from sale of option
|
|||||||
shares
applied to accounts payable
|
7,985
|
-
|
|||||
Receipt
of cash on subscriptions receivable
|
373,516
|
21,000
|
|||||
Return
of common stock from a director who resigned
|
(20,000
|
)
|
-
|
||||
Amortization
of expenses prepaid with common stock
|
-
|
13,333
|
|||||
Change
in comprehensive loss
|
(15,227
|
)
|
624
|
||||
Net
consolidated loss for three months ended March 31
|
(419,114
|
)
|
(751,565
|
)
|
|||
BALANCE
MARCH 31
|
684,735
|
162,454
|
|||||
Common
stock issued for services
|
-
|
15,660
|
|||||
Common
stock issued for building improvements
|
-
|
19,200
|
|||||
Common
stock issued to employees for options exercised
|
-
|
99,410
|
|||||
Common
stock issued to contractors for options exercised
|
-
|
73,144
|
|||||
Intrinsic
value of options issued to employees for past services
|
-
|
128,850
|
|||||
Proceeds
from contractors' share of proceeds from sale of option
|
|||||||
shares
applied to accounts payable
|
-
|
7,466
|
|||||
Amortization
of expenses prepaid with common stock
|
-
|
7,600
|
|||||
Receipt
of cash on subscriptions receivable
|
15,000
|
-
|
|||||
Change
in comprehensive loss
|
(8,361
|
)
|
(4,372
|
)
|
|||
Net
consolidated income for three months ended June 30
|
658,253
|
(397,671
|
)
|
||||
BALANCE
JUNE 30
|
1,349,627
|
111,741
|
|||||
Preferred
stock issued for services
|
-
|
8,000
|
|||||
Common
stock issued for services
|
15,000
|
187,766
|
|||||
Common
stock issued to employees for options exercised
|
19,500
|
19,500
|
|||||
Common
stock issued to contractors for options exercised
|
-
|
40,462
|
|||||
Intrinsic
value of options issued to employees for past services
|
10,500
|
55,949
|
|||||
Fair
value of options issued to contractors for past services
|
-
|
87,786
|
|||||
Adjust
fair and intrinsic value of options issued
|
(85,243
|
)
|
|||||
Increase
in stock subscriptions receivable
|
(19,500
|
)
|
-
|
||||
Proceeds
from contractors' share of proceeds from sale of option
|
|||||||
shares
applied to accounts payable
|
-
|
19,306
|
|||||
Amortization
of expenses prepaid with common stock
|
-
|
36,388
|
|||||
Change
in comprehensive loss
|
6,411
|
214
|
|||||
Net
consolidated loss for three months ended September 30
|
(242,941
|
)
|
(301,576
|
)
|
|||
|
|
||||||
BALANCE
SEPTEMBER 30
|
$
|
1,053,354
|
$
|
265,536
|
Contractual
Obligations
|
||||||||||||||||||||||
As
of September 30,2005, we were subject to certain material contractual
payment obligations as described in the
table below.
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Payments
Due by Period
|
||||||||||||||||||||||
Remainder
of
|
||||||||||||||||||||||
Total
|
2005
|
2006
|
2007
|
2008
|
2009
|
Thereafter
|
||||||||||||||||
Mortgage
debt
|
$
|
2,386,923
|
$
|
43,492
|
$
|
885,350
|
$
|
55,375
|
$
|
58,720
|
$
|
62,706
|
$
|
1,281,280
|
||||||||
Vehicle
contract
|
20,913
|
2,423
|
9,816
|
8,674
|
-
|
-
|
-
|
|||||||||||||||
Unsecured
note
|
3,908
|
2,908
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Operating
lease
|
||||||||||||||||||||||
obligation
|
9,284
|
924
|
3,960
|
3,960
|
440
|
-
|
-
|
|||||||||||||||
Convertible
debenture
|
200,000
|
-
|
-
|
200,000
|
-
|
-
|
-
|
|||||||||||||||
$
|
2,621,028
|
$
|
50,747
|
$
|
899,126
|
$
|
268,009
|
$
|
59,160
|
$
|
62,706
|
$
|
1,281.280
|
|||||||||
Property
Acquisitions:
|
||||||||||||||||||||||
In
August 2005 we signed an agreement to acquire 99% of the common stock
of
Salt Lake Development Corporation.
|
||||||||||||||||||||||
The
Corporation owns a 15,000 square foot office building in Salt Lake
City,
UT. The unpaid mortgage balance, as of the date of acquisition was
$551,707.11. The interest rate is 7.70%, and monthly payments are
$5,341.43.
|
Detail
of Costs Associated With Rental Revenue
|
|||||||||||||||||||||||||
ended
September 30,2005
|
|||||||||||||||||||||||||
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
||||||||||||||||||||||||
|
|
Change
|
|
|
Change
|
||||||||||||||||||||
Expense
Description
|
2005
|
2004
|
$%
|
2005
|
2004
|
$%
|
|||||||||||||||||||
Mortgage
interest
|
$
|
41,889
|
$
|
55,771
|
$
|
(13,882
|
)
|
(24.9
|
)
|
$
|
140,930
|
$
|
171,085
|
$
|
(30,155
|
)
|
(17.6
|
)
|
|||||||
Depreciation
|
24,509
|
34,496
|
(9,987
|
)
|
(29.0
|
)
|
93,145
|
99,574
|
(6,429
|
)
|
(6.5
|
)
|
|||||||||||||
Payroll
- mgt. and maint.
|
10,540
|
46,896
|
(36,356
|
)
|
(77.5
|
)
|
53,625
|
203,044
|
(149,419
|
)
|
(73.6
|
)
|
|||||||||||||
Utilities
|
8,528
|
15,472
|
(6,944
|
)
|
(44.9
|
)
|
40,399
|
49,299
|
(8,900
|
)
|
(18.1
|
)
|
|||||||||||||
Property
taxes
|
13,841
|
16,858
|
(3,017
|
)
|
(21.8
|
)
|
41,032
|
28,283
|
12,749
|
45.0
|
|||||||||||||||
Maint.
And repairs
|
6,801
|
615
|
6,186
|
1,005.9
|
24,157
|
10,057
|
14,100
|
140.2
|
|||||||||||||||||
Building
lease
|
-
|
19,964
|
(19,964
|
)
|
(100.0
|
)
|
-
|
19,964
|
(19,964
|
)
|
(100.0
|
)
|
|||||||||||||
Other
expenses
|
-
|
690
|
(690
|
)
|
(100.0
|
)
|
-
|
765
|
(765
|
)
|
(100.0
|
)
|
|||||||||||||
$
|
106,108
|
$
|
190,762
|
$
|
(84,654
|
)
|
(44.4
|
)
|
$
|
393,288
|
$
|
582,071
|
$
|
(188,783
|
)
|
(32.4
|
)
|
YEAR
|
PERIOD
ENDING
|
HIGH
|
LOW
|
2003
|
March
31, 2003
|
$0.015
|
$0.004
|
June
30, 2003
|
$0.008
|
$0.0005
|
|
September
30, 2003
|
$0.013
|
$0.001
|
|
December
31, 2003
|
$0.030
|
$0.006
|
|
2004
|
March
31, 2004
|
$0.015
|
$0.001
|
June
30, 2004
|
$0.0058
|
$0.0005
|
|
September
30, 2004
|
$0.0008
|
$0.0001
|
|
October
31, 2004
|
$0.0001
|
$0.0001
|
|
Post
reverse
|
December
31, 2004
|
$0.035
|
$0.0002
|
2005
|
March
31, 2005
|
$0.0006
|
$0.0001
|
2005
|
June
30, 2005
|
$0.0002
|
$0.0001
|
2005
|
September
30, 2005
|
$0.0003
|
$0.0001
|
SUMMARY
COMPENSATION TABLE
|
||||||||
Annual
Compensation
|
Long
Term Compensation
|
|||||||
Awards
|
Payouts
|
|||||||
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compen-sation ($)
|
Restricted
Stock Award(s)
($)
|
Securities
Underlying Options
SARs(#)
|
LTIP
pay-outs
($)
|
All
Other
Compen
sation
($)
|
Richard
Surber, President
|
2004
|
$150,0003
|
-
|
8,000
4
|
-
|
-
|
-
|
-
|
Richard
Surber, President
|
2003
|
51,0001
2
|
$32,248
|
-
|
-
|
-
|
-
|
-
|
Richard
Surber, President
|
2002
|
48,833
1
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
During the years 2002, 2003 and 2004, Mr. Surber was paid a salary
by
Hudson Consulting Group, Inc. which was acquired as a subsidiary
by the
Company in February 2002.
|
||||||||
(2)
Of this amount $39,231 represents salary paid and $11,769 is accrued
but
unpaid salary due to Mr. Surber, which was paid during
2004.
|
||||||||
(3)
Of this amount $96,321 represents salary paid during 2004 and $53,537
is
accrued but unpaid salary
due
to Mr. Surber as of December 31, 2004.
|
||||||||
(4)
The board of directors awarded Mr. Surber 8,000,000 shares of Class
B,
Preferred Stock with a value of
$8,000.
|
C
O
N T E N T S
|
|
Independent
Auditors’ Report
|
39
|
|
|
40
|
|
|
|
43
|
|
|
|
45
|
|
|
|
59
|
|
|
|
62
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||
Consolidated
Balance Sheets
|
|||||||
ASSETS
|
|||||||
December
31,
|
|||||||
2004
|
2003
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
152,413
|
$
|
94,073
|
|||
Restricted
cash
|
80,078
|
-
|
|||||
Accounts
and notes receivable, trade, net
|
115,012
|
33,387
|
|||||
Related
party accounts receivable, net
|
-
|
12,952
|
|||||
Notes
receivable - net of allowance of $315,950 (Note 4)
|
154,999
|
36,949
|
|||||
Prepaid
expenses
|
18,783
|
99
|
|||||
Marketable
securities (Note 6)
|
44,549
|
205,400
|
|||||
TOTAL
OF CURRENT ASSETS
|
565,834
|
382,860
|
|||||
PROPERTY
AND EQUIPMENT (Note 5)
|
|||||||
Property
and equipment, net
|
2,935,052
|
2,570,691
|
|||||
Land
|
489,295
|
488,895
|
|||||
TOTAL
NET PROPERTY AND EQUIPMENT
|
3,424,347
|
3,059,586
|
|||||
OTHER
ASSETS
|
|||||||
Loan
costs, net
|
15,879
|
38,059
|
|||||
TOTAL
OTHER ASSETS
|
15,879
|
38,059
|
|||||
TOTAL
ASSETS
|
$
|
4,006,060
|
$
|
3,480,505
|
|||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||
Consolidated
Balance Sheets (Continued)
|
|||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
December
31,
|
|||||||
2004
|
2003
|
||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
243,441
|
$
|
188,188
|
|||
Accrued
liabilities
|
209,480
|
130,524
|
|||||
Current
portion of WVDEP liability
|
-
|
20,000
|
|||||
Unearned
rent (Note 1)
|
23,094
|
28,455
|
|||||
Deferred
revenue (Note1)
|
356
|
8,958
|
|||||
Deferred
gain on sale of subsidiary
|
-
|
21,770
|
|||||
Refundable
deposits
|
15,041
|
15,541
|
|||||
Convertible
debentures (Note 15)
|
5,000
|
60,000
|
|||||
Current
maturities of long-term debt (Note 9)
|
120,757
|
1,213,859
|
|||||
TOTAL
CURRENT LIABILITIES
|
617,169
|
1,687,295
|
|||||
LONG-TERM
LIABILTIES
|
|||||||
Convertible
debenture (Note 9)
|
200,000
|
||||||
Long-term
debt
|
2,732,161
|
1,548,740
|
|||||
TOTAL
LONG-TERM LIABILITIES (Note 9)
|
2,932,161
|
1,548,740
|
|||||
TOTAL
LIABILITIES
|
3,549,330
|
3,236,035
|
|||||
MINORITY
INTEREST
|
15,315
|
199,765
|
|||||
COMMITTMENTS
AND CONTINGENCIES (Note 11)
|
-
|
-
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||
Consolidated
Balance Sheets (Continued)
|
||||||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||||
December
31,
|
||||||||||
2004
|
2003
|
|||||||||
STOCKHOLDERS
EQUITY (DEFICIT)
|
||||||||||
Preferred Series B stock, $0.001 par value, 50,000,000
shares
|
||||||||||
authorized,
5,000 shares issued and outstanding
|
|
8,000
|
-
|
|||||||
Preferred
Series C stock, $0.001 par value, 5,000,000 shares
|
||||||||||
authorized,
100,000 shares issued and outstanding
|
100
|
-
|
||||||||
Common
stock $0.001 par value, 2,503,650,000 shares authorized,
|
||||||||||
1,747,945,834
and 348,502,760 shares issued (post reverse split)
|
||||||||||
and
outstanding, respectively
|
1,747,946
|
348,503
|
||||||||
Additional
paid-in capital
|
12,396,385
|
10,063,482
|
||||||||
Treasury
stock -29,138 and 20,038 shares
|
||||||||||
at
cost, respectively (Note 10)
|
(100,618
|
)
|
(100,618
|
)
|
||||||
Expenses
prepaid with common stock
|
-
|
(13,333
|
)
|
|||||||
Stock
subscriptions receivable (Note 14)
|
(375,009
|
)
|
(28,000
|
)
|
||||||
Other
comprehensive income (Loss) (Note 6)
|
(6,767
|
)
|
(862
|
)
|
||||||
Accumulated
deficit
|
(13,228,622
|
)
|
(10,224,467
|
)
|
||||||
Total
Stockholders’ Equity
|
441,415
|
44,705
|
||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS'
|
||||||||||
EQUITY
(DEFICIT)
|
$
|
4,006,060
|
$
|
3,480,505
|
||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||
Consolidated
Statements of Operations and Other Comprehensive
(Loss)
|
|||||||
For
the Years Ended
|
|||||||
December
31,
|
|||||||
2004
|
2003
|
||||||
REVENUE
|
|||||||
Consulting
Revenue
|
$
|
121,633
|
$
|
226,565
|
|||
Consulting
Revenue - related party
|
-
|
50,000
|
|||||
Rental
Revenue
|
512,456
|
511,020
|
|||||
TOTAL
REVENUE
|
634,089
|
787,585
|
|||||
COSTS
OF REVENUE
|
|||||||
Costs
associated with consulting revenue
|
1,069,329
|
287,209
|
|||||
Costs
associated with rental revenue
|
231,158
|
358,229
|
|||||
Interest
associated with rental revenue
|
823,981
|
280,734
|
|||||
TOTAL
COST OF REVENUE
|
2,124,468
|
926,172
|
|||||
GROSS
PROFIT (Deficit)
|
|||||||
Gross
(deficit) from consulting operations
|
(947,696
|
)
|
(10,644
|
)
|
|||
Gross
(deficit) from real estate operations
|
(542,683
|
)
|
(127,943
|
)
|
|||
GROSS
PROFIT (Deficit)
|
(1,490,379
|
)
|
(138,587
|
)
|
|||
EXPENSES
|
|||||||
Impairment
of long-lived assets
|
-
|
182,974
|
|||||
Impairment
of marketable securities
|
194,194
|
75,177
|
|||||
General
and administrative expense
|
1,808,456
|
710,304
|
|||||
TOTAL
EXPENSES
|
2,002,650
|
968,455
|
|||||
OPERATING
LOSS
|
(3,493,029
|
)
|
(1,107,042
|
)
|
|||
OTHER
INCOME (EXPENSE)
|
|||||||
Interest
expense
|
(115,092
|
)
|
(15,596
|
)
|
|||
Interest
income
|
5,493
|
182
|
|||||
Gain
(loss) on sale of property & equipment
|
-
|
(29,559
|
)
|
||||
Gain
(loss) on sale of subsidiaries
|
528,192
|
229,268
|
|||||
Gain
(loss) on marketable securities
|
36,918
|
(5,421
|
)
|
||||
Other
Income (Expense)
|
26,187
|
44,841
|
|||||
TOTAL
OTHER INCOME
|
481,698
|
223,715
|
|||||
NET
INCOME (LOSS) BEFORE MINORITY INTEREST
|
(3,011,331
|
)
|
(883,327
|
)
|
|||
MINORITY
INTEREST IN LOSS
|
(7,176
|
)
|
(65,113
|
)
|
|||
NET
LOSS BEFORE DISCONTINUED OPERATIONS
|
(3,004,155
|
)
|
(818,214
|
)
|
|||
LOSS
FROM DISCONTINUED OPERATIONS
|
-
|
(83,611
|
)
|
||||
NET
LOSS
|
(3,004,155
|
)
|
(901,825
|
)
|
|||
Other
Comprehensive Loss
|
(6,767
|
)
|
(1,735
|
)
|
|||
TOTAL
COMPREHENSIVE (LOSS)
|
$
|
(3,010,922
|
)
|
$
|
(903,560
|
)
|
|
The
accompanying notes are an integral of these consolidated financial
statements.
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||
Consolidated
Statements of Operations and Other Comprehensive
(Loss)
|
|||||||
(continued)
|
|||||||
For
the Years Ended
|
|||||||
December
31,
|
|||||||
2004
|
2003
|
||||||
Net
loss per common share, basic and diluted
|
|||||||
Loss
before minority interest
|
$
|
(0.033
|
)
|
$
|
(2.740
|
)
|
|
Minority
interest in loss
|
-
|
-
|
|||||
Loss
before discontinued operations
|
(0.033
|
)
|
(2.535
|
)
|
|||
Loss
from discontinued operations
|
-
|
(0.260
|
)
|
||||
Net
loss per weighted average common share outstanding
|
$
|
(0.033
|
)
|
$
|
(2.795
|
)
|
|
Weighted
average shares outstanding - basic & diluted (Note 1)
|
90,299,865
|
322,735
|
|||||
(Weighted
average shares outstanding have been adjusted retroactively
to
|
|||||||
reflect
a reverse stock split on November 1, 2004)
|
|||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||
Consolidated
Statements of Stockholders' Equity
|
||||||||||
Additional
|
||||||||||
Preferred
Stock
|
Paid-In
|
|||||||||
Shares
|
Amount
|
Capital
|
||||||||
Balance
Forward, October 1, 2004
|
8,000,000
|
$
|
8,000
|
$
|
-
|
|||||
Return
of common stock issued to a consultant
|
||||||||||
Fair
value of options issued to consultants
|
||||||||||
Intrinsic
value of options issued to employees
|
||||||||||
Common
stock issued for options exercised, consultants
|
||||||||||
Common
stock issued for options exercised, employees
|
||||||||||
Common
stock issued for services to consultants
|
||||||||||
Common
stock issued for compensation to employees
|
||||||||||
Common
stock issued for subscriptions receivable, consultants
|
||||||||||
Balance
Forward
|
8,000,000
|
$
|
8,000
|
$
|
-
|
|||||
The
accompanying notes are an integral part of these consolidated financial
statements
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||||||||
Consolidated
Statements of Stockholders' Equity
|
|||||||||||||
Additional
|
|||||||||||||
Preferred
Stock
|
Paid-In
|
||||||||||||
Shares
|
Amount
|
Capital
|
|||||||||||
Balance
Forward
|
$ |
8,000,000
|
$
|
8,000
|
|||||||||
Common
stock issued for subscriptions receivable, employees
|
|||||||||||||
Application
of restricted common stock issued to reduce debentures
liability
|
|||||||||||||
Common
stock issued for building improvements
|
|||||||||||||
Common
stock issued to consultants to apply to accounts payable
|
|||||||||||||
Proceeds
from consultant option stock sales applied to accounts
payable
|
|||||||||||||
Series
C preferred stock issued for cash
|
100,000
|
100
|
49,900
|
||||||||||
Receipt
of subscriptions receivable
|
|||||||||||||
Debt
discount convertible debenture discount factor
|
|||||||||||||
Balance
Forward
|
$ |
8,100,000
|
$
|
8,100
|
$
|
49,900
|
|||||||
The
accompanying notes are an integral part of these consolidated financial
statement
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||
Consolidated
Statements of Stockholders' Equity
|
||||||||||
Additional
|
||||||||||
Preferred
Stock
|
Paid-In
|
|||||||||
Shares
|
Amount
|
Capital
|
||||||||
Balance
Forward
|
8,100,000
|
$
|
8,100
|
$
|
49,900
|
|||||
Round
up fraction shares resulting from 11-01-2004 reverse stock
split
|
||||||||||
Change
in other comprehensive loss
|
||||||||||
Net
consolidated loss, year ended December 31,2004
|
||||||||||
Balance,
year ended December 31, 2004
|
8,100,000
|
$
|
8,100
|
$
|
49,900
|
|||||
The
accompanying notes are an integral part of these consolidated financial
statement
|
||||||||||
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
|||||||||||||||||||||
Consolidated
Statements of Stockholders' Equity
|
|||||||||||||||||||||
|
|
Expenses
|
|
|
|||||||||||||||||
Common
Stock
|
Additional
Paid-In
|
Treasury
|
Stock
Subscriptions
|
Prepaid
With
|
Deferred
|
Other
Comprehensive
|
Accumulated
|
Total
Stockholders'
|
|||||||||||||
Shares
|
Amount
|
Capital
|
Stock
|
Receivable
|
Common
Stock
|
Consulting
|
Income
(Loss)
|
Deficit
|
Equity
|
||||||||||||