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
|
$.0001
Common
Stock
|
26,400,000,000
shares
|
$10,000,000
|
$0.00038
|
$0.00038
|
$1,267.00
|
TABLE
OF CONTENTS
|
|
|
|
|
Page
|
Part
I
|
|
4
|
|
8
|
|
8
|
|
19
|
|
19
|
|
20
|
|
20
|
|
22
|
|
23
|
|
24
|
|
25
|
|
26
|
|
28
|
|
28
|
|
30
|
|
33
|
|
37
|
|
42
|
|
43
|
|
Financials
Statements
|
|
F-1
|
|
F-41
|
|
|
|
Part
II
|
|
|
|
99
|
|
106
|
|
107
|
|
108
|
26,400,000,000 shares
of common
stock.
|
Dutchess
Private Equities Fund, L.P.
|
Shares
of Common Stock Outstanding.
|
Before
Offering 2,018,995,086
|
|
After
Offering 28,418,995,086
|
Proceeds
|
We
will use the proceeds from this offering to: 1. Provide operating
capital;
2. Expansion of retail operations; 3. Improve existing real estate
holdings; and 4. Fund acquisition of real estate and development
properties for retail operations.
|
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.
|
Bulletin
Board Common Stock
Symbol “NEXA”
|
|
Year
ended 12/31/2006
|
Year
ended 12/31/05
|
||||||
STATEMENTS
OF OPERATIONS:
|
|
(Revised)
|
||||||
Revenue
|
$ |
1,834,245
|
$ |
392,414
|
||||
Loss
from operations
|
(4,425,135 | ) | (756,822 | ) | ||||
Net
loss
|
(1,967,208 | ) | (130,548 | ) | ||||
Income
(loss) per common share
|
(0.00 | ) | (0.00 | ) | ||||
Weighted
average number of common shares
|
||||||||
Outstanding
|
517,497,916
|
317,112,939
|
||||||
|
||||||||
BALANCE
SHEETS DATA:
|
||||||||
Working
capital (deficit)
|
$ | (990,123 | ) | $ | (951,843 | ) | ||
Total
assets
|
4,734,635
|
4,319,916
|
||||||
Total
liabilities
|
4,764,239
|
3,130,305
|
||||||
Shareholders
equity
|
(120,948 | ) |
963,185
|
w
|
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);
|
w
|
prospective
tenants' perceptions of a building's safety, convenience and
attractiveness, or the overall appeal of a particular
building;
|
w
|
the
property owner's ability to provide adequate management, maintenance
and
insurance;
|
w
|
expenses
for periodically renovating, repairing and re-letting
spaces;
|
w
|
falling
operating costs for competing properties, which would allow them
to
undercut our rental rates;
|
w
|
rising
unemployment rates in the area, which may reduce the demand for
rental
space;
|
w
|
adverse
changes in zoning laws, tax laws, or other laws affecting real
estate or
businesses in the area;
|
w
|
damage
from earthquakes or other natural
disasters;
|
w
|
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;
|
·
|
Aboiler
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%
|
26,400,000,000
|
93.4%
|
Estimated
Proceeds from Percentage
of
Current Market Price
|
|||||||||||||||||||
Priority
|
Use
of Funds Received
from
Dutchess
|
100%
|
75%
|
50%
|
25%
|
||||||||||||||
1
|
Cost
of offering
|
$ |
100,000
|
$ |
100,000
|
$ |
100,000
|
$ |
100,000
|
||||||||||
2
|
Working
capital
|
3,400,000
|
3,400,000
|
3,400,000
|
2,400,000
|
||||||||||||||
3
|
Expansion
of retail operations
|
4,800,000
|
2,930,000
|
1,050,000
|
-
|
||||||||||||||
4
|
Improve
existing real estate holdings
|
500,000
|
240,000
|
90,000
|
-
|
||||||||||||||
5
|
Acquisition
of real estate
|
1,200,000
|
730,000
|
260,000
|
-
|
||||||||||||||
TOTAL
PROCEEDS RECEIVED
|
$ |
10,000,000
|
$ |
7,500,000
|
$ |
5,000,000
|
$ |
2,500,000
|
|
|
Black
|
||||||
|
Chandelier
|
|||||||
|
Landis
Lifestyle
|
Retail
Clothing
|
||||||
|
Salons
|
Stores
|
||||||
|
|
|
||||||
Set
up initial store, furniture & equipment
|
$ |
214,700
|
$ |
121,250
|
||||
Inventory
|
$ |
73,450
|
$ |
84,000
|
||||
Marketing
& advertising
|
45,000
|
45,000
|
||||||
Other
nonrecurring costs
|
19,400
|
11,500
|
||||||
|
||||||||
TOTAL
COST TO SET UP
|
||||||||
EACH
NEW LOCATION
|
$ |
352,550
|
$ |
261,750
|
||||
|
||||||||
Estimated
new locations over
|
||||||||
the
next 24 months
|
3
|
8-12
|
||||||
|
||||||||
TOTAL
EXPANSION COST
|
$ |
1,057,650
|
$ |
3,664,500
|
|
NUMBER
OF SHARES ISSUED AND OUTSTANDING
|
|
|||
|
|
|
|||
|
26,400,000,000
|
19,800,000,000
|
13,200,000,000
|
6,600,000,000
|
1,320,000,000
|
Description
|
100%
|
75%
|
50%
|
25%
|
5%
|
|
|
|
|
|
|
Number
of common shares outstanding before public offering
|
|
|
|
|
|
2,018,995,086
|
2,018,995,086
|
2,018,995,086
|
2,018,995,086
|
2,018,995,086
|
|
|
|
|
|
|
|
Number
of shares in public offering
|
26,400,000,000
|
19,800,000,000
|
13,200,000,000
|
6,600,000,000
|
1,320,000,000
|
|
|
|
|
|
|
Total
number of shares outstanding after public offering
|
|
|
|
|
|
28,418,995,086
|
21,818,995,086
|
15,218,995,086
|
8,618,995,086
|
3,338,995,086
|
|
Shares
held by affiliates after public offering
|
|
|
|
|
|
(209,934,746)
|
(209,934,746)
|
(209,934,746)
|
(209,934,746)
|
(209,934,746)
|
|
Number
of shares, after public offering, held by public investors
|
|
||||
28,209,060,340
|
21,609,060,340
|
15,009,060,340
|
8,409,060,340
|
3,129,060,340
|
|
|
|
|
|
|
|
Percentage
of public ownership
after public offering
|
99.26%
|
99.04%
|
98.62%
|
97.56%
|
93.71%
|
EXISTING
STOCKHOLDERS:
|
|
|
|
|
|
|
|
|
|
Price
per share
|
|
$
|
0.0004
|
|
Net
tangible book value per share before offering
|
|
$
|
(0.0013
|
)
|
Net
tangible book value per share after offering, assuming
|
|
|
|
|
all
shares are sold
|
|
$
|
0.0003
|
|
Net
increase in tangible book value to existing stockholders after
offering,
assuming all shares are sold
|
|
$
|
0.0016
|
|
|
|
|||
Number
of shares outstanding before the offering
|
|
|
2,018,995,086
|
|
Number
of shares after offering held by existing stockholders
|
|
|
2,018,995,086
|
|
Percentage
of ownership after offering
|
|
|
7.10
|
%
|
|
Decrease
in net
tangible
|
|
||||||||||||||
|
Price
per
|
Book
value
|
Capital
|
Held
by
public
|
||||||||||||
|
share
|
per
share
|
contributions
|
investors
|
||||||||||||
PURCHASERS
OF SHARES IN THIS OFFERING:
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
Purchasers
of shares in this offering if all shares sold
|
$ |
0.0004
|
$ |
0.0001
|
$ |
10,000,000
|
28,209,060,340
|
|||||||||
|
||||||||||||||||
Purchasers
of shares in this offering if 75% of shares
sold
|
$ |
0.0004
|
$ |
0.0002
|
$ |
7,500,000
|
21,609,060,340
|
|||||||||
|
||||||||||||||||
Purchasers
of shares in this offering if 50% of shares
sold
|
$ |
0.0004
|
$ |
0.0002
|
$ |
5,000,000
|
15,009,060,340
|
|||||||||
|
||||||||||||||||
Purchasers
of shares in this offering if 25% of shares
sold
|
$ |
0.0004
|
$ |
0.0004
|
$ |
2,500,000
|
8,409,060,340
|
|||||||||
|
||||||||||||||||
Purchasers
of shares in this offering if 5% of shares
sold
|
$ |
0.0004
|
$ |
0.0010
|
$ |
500,000
|
3,129,060,340
|
Name
|
Age
|
Position(s)
and Office(s)
|
|
|
|
Richard
Surber
|
34
|
President
and Director
|
Gerald
Einhorn
|
67
|
Vice
President, Secretary and Director
|
Adrienne
Bernstein
|
62
|
Director
|
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
|
10,000,000
(3)
|
100%
|
Preferred
Series “A” Stock ($0.001 par value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
145,000(4)
|
96.67%
|
Common
Stock
($0.0001
par
value)
|
Richard
Surber, President & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
9,931,194
Direct
200,001,256
Indirect(1)
|
10.40%
|
Common
Stock
($0.0001
par
value)
|
Gerald
Einhorn, VP & Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
1,000
|
>0.001%
|
Common
Stock
($0.0001
par
value)
|
Adrienne
Bernstein, Director
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
1,296
|
>0.001%
|
Common
Stock
($0.0001
par
value)
|
Oasis
International Hotel & Casino, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
266(2)
|
>0.001%
|
Common
Stock
($0.0001
par
value)
|
Diversified
Holdings I, Inc.
59
West 100 South, Second Floor
Salt
Lake City, Utah 84101
|
991(2)
|
>0.001%
|
Common
Stock
($0.0001)
par Value
|
Directors
and Executive Officers as a Group
|
209,934,746
|
10.40%
|
(1)
|
The
shares owned by Diversified Holdings I, Inc., Diversified Holdings
X, Inc.
and Oasis International Hotel & Casino, Inc., are attributed
beneficially to Richard D. Surber due to his position as an officer
and
director in each of the said corporations.
|
(2)
|
Richard
Surber may be deemed a beneficial owner of 1,256 shares of the
Company's
common stock by virtue of his position as an officer and director
of
Diversified Holdings I, Inc. (991 shares), Diversified Holdings
X, Inc.
(200,000,000 shares) and Oasis International Hotel & Casino, Inc. (266
shares). Mr. Surber personally owns 2,009,194 shares of common
stock.
|
(3)
|
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.
|
(4)
|
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.
|
Increase
|
||||
|
||||
Increase
for Landis, LLC G&A (Landis was open for less then two months in
2005)
|
$ |
701,668
|
||
Increase
for Gold Fusion Laboratories G&A expenses (no Gold Fusion expense in
2005)
|
310,986
|
|||
Increase
in marketing Company stock expense
|
360,328
|
|||
Intercompany
debt forgiven for disolution of two subsidiary companies
|
437,050
|
|||
Increase
in payroll expenses
|
181,938
|
|||
Adjustment
to convertible debenture derivative
|
62,052
|
|||
Stock
subscriptions receivable
|
47,222
|
|||
Bad
debt expense
|
44,036
|
|||
Licenses
and Permits
|
30,155
|
|||
Consulting
option shares
|
30,000
|
|||
Medical
insurance
|
18,361
|
|||
Other
miscellaneous expense increases
|
19,564
|
|||
NET
INCREASE FROM 2005 TO 2006
|
$ |
2,243,360
|
Increase
|
||||
(Decrease)
|
||||
Increase
for Landis, LLC G & A expenses
|
$ |
109,355
|
||
Increase
for Black Chandelier G&A expenses (no Black Chandelier expense in
first quarter of 2006)
|
289,934
|
|||
Increase
in consulting/professional fees
|
132,000
|
|||
Increase
in marketing Company stock expense
|
206,625
|
|||
Increase
in stock subscriptions receivale expense
|
434,410
|
|||
Other
miscellaneous expense decreases
|
(42,182 | ) | ||
NET
THREE MONTH INCREASE FROM 2006 TO 2007
|
$ |
1,130,142
|
The
following is a summary schedule of stockholders' equity and
changes,
|
||||||||
for
the three months ended March 31, 2007 and the year ended December
31,
2006.
|
||||||||
Three
|
||||||||
Months
|
Year
|
|||||||
Ended
|
Ended
|
|||||||
March
31,
|
December
31
|
|||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
BALANCE
DECEMBER 31, 2006 AND 2005
|
$ | (120,948 | ) | $ |
963,185
|
|||
Intrinsic
and fair value of options issued
|
60,750
|
|||||||
Common
stock issued for options exercised
|
905,773
|
638,250
|
||||||
Straight
stock issued to an employee for services
|
35,000
|
-
|
||||||
Straight
stock issued to a contractor applied to Accounts Payable
|
35,000
|
-
|
||||||
Increase
in stock subscriptions receivable
|
(656,830 | ) | (546,750 | ) | ||||
Receipt
of cash for Stock Subscriptions Receivable
|
321,741
|
152,046
|
||||||
Stock
certificate from a previous year returned and cancelled
|
-
|
(11,800 | ) | |||||
Common
stock issued for services
|
-
|
12,448
|
||||||
Cash
received from sale of common stock at amount
|
||||||||
in
excess of market value when the stock was issued
|
-
|
(1,576 | ) | |||||
Net
credit balance from forgiving intercompany debt
|
||||||||
added
to common paid-in capital
|
-
|
7,118
|
||||||
Preferred
stock issued for increased investment in Landis
|
-
|
(74,499 | ) | |||||
Preferred
stock issued for acquisition of Black Chandelier net
assets
|
||||||||
from
DHX, Inc.
|
-
|
241,612
|
||||||
Preferred
stock issued for acquisition of Black Chandelier net
assets
|
||||||||
from
DHX, Inc. and making loan to Nexia Holdings, Inc.
|
-
|
15,000
|
||||||
Adjust
Stock Subscriptions Receivable for stock sales proceeds
|
||||||||
less
than market value when the stock was issued
|
434,410
|
40,767
|
||||||
Common
stock issued to Diversified Holdings X, Inc. re.
acquisition
|
||||||||
of
net assets of Black Chandelier operation from DHX, Inc.
(restricted)
|
-
|
41,903
|
||||||
Common
stock issued as compensation for a loan to Nexia Holdings,
Inc.
|
-
|
30,000
|
||||||
Common
stock issued for partial conversion of convertible
debenture
|
-
|
52,500
|
||||||
Change
in comprehensive income
|
(230,388 | ) |
225,306
|
|||||
Net
consolidated loss
|
(1,243,212 | ) | (1,967,208 | ) | ||||
BALANCE
MARCH 31,2007 AND DECEMBER 31, 2006
|
$ | (519,454 | ) | $ | (120,948 | ) |
RENTABLE
|
||||
PORTION
OF
|
||||
SQUARE
|
LEASE
|
LEASES
EXPIRING/
|
||
NEXIA
SUBSIDIARY
|
TENANT
|
FEET
|
EXPIRATION
|
EXPIRED
|
Downtown
|
||||
Development
|
La
Brioche
|
2,500
|
month-to-month
|
35.71%
|
Empty
- Negotiating a Lease
|
4,500
|
2
year lease
|
||
Downtown
Totals:
|
7,000
|
35.71%
|
||
Kearns
|
||||
Development
|
Deseret
Mutual Benefit Administrators
|
4,041
|
31-Mar-08
|
43.39%
|
Empty
|
3,550
|
|||
Empty
|
2,395
|
|||
Common
Area
|
1,723
|
|||
Kearns
Totals:
|
11,709
|
43.39%
|
||
Wasatch
|
||||
Development
|
Caffe
Molise
|
2,558
|
30-Apr-12
|
|
Mynt
Martini
|
1,900
|
31-Mar-12
|
||
Oxford
Shop
|
1,350
|
month-to-month
|
8.50%
|
|
Utah
Artist Hands
|
1,769
|
31-Jan-07
|
11.14%
|
|
Diversified
Holdings X
|
4,704
|
31-Dec-07
|
29.62%
|
|
Nexia
Holdings Inc.
|
3,600
|
31-Dec-07
|
22.67%
|
|
Common
Area
|
200
|
|||
Wasatch
Totals:
|
16,081
|
71.93%
|
PROJECTED
OCCUPANCY
|
|||||
Description
of Information:
|
2007
|
2008
|
2009
|
2010
|
2011
|
DOWNTOWN
DEVELOPMENT
|
|||||
Occupancy
Rate:
|
100%
|
100%
|
100%
|
100%
|
100%
|
#
of tenants occupying 10%+
|
2
|
2
|
2
|
2
|
2
|
Type
of businesses
|
bakery
and other retail
|
bakery
and other retail
|
bakery
and other retail
|
bakery
and other retail
|
bakery
and other retail
|
Average
rent/square ft.
|
$8.68
|
$8.94
|
$9.21
|
$9.48
|
$9.77
|
Schedule
of lease expirations
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
#
of leases to expire
|
0
|
0
|
1
|
1
|
0
|
Sq.
ft. of leases to expire
|
N/A
|
N/A
|
4,500
|
2,500
|
N/A
|
Annual
rents of expiring leases
|
N/A
|
N/A
|
$40,579.44
|
$24,576.00
|
N/A
|
Percentage
of leases expiring
|
N/A
|
N/A
|
50%
|
50%
|
N/A
|
Federal
tax basis
|
$719,817
|
||||
Rate
|
2.56%
- 16.7%
|
||||
Method
|
S.L.
|
||||
Life
claimed prospectively
|
6
-
39 years
|
||||
Annual
realty taxes
|
$7,030
|
||||
|
|||||
KEARNS
DEVELOPMENT
|
|||||
Occupancy
Rate:
|
34.51%
|
35.71%
|
34.51%
|
34.51%
|
34.51%
|
#
of tenants occupying 10%+
|
1
|
1
|
1
|
1
|
1
|
Type
of businesses
|
office
|
office
|
office
|
office
|
office
|
Average
rent/square ft.
|
$10.25
|
$10.25
|
$10.25
|
$10.25
|
$10.25
|
Schedule
of lease expirations
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
#
of leases to expire
|
0
|
1
|
1
|
1
|
1
|
Sq.
ft. of leases to expire
|
4,041
|
4,041
|
4,041
|
4,041
|
4,041
|
Annual
rents of expiring leases
|
$41,420.40
|
$41,420.40
|
$41,420.40
|
$41,420.40
|
$41,420.40
|
Percentage
of leases expiring
|
100%
|
100%
|
100%
|
100%
|
100%
|
Federal
tax basis
|
$665,277
|
|
|||
Rate
|
2.56%
|
||||
Method
|
S.L.
|
||||
Life
claimed prospectively
|
39
years
|
||||
Annual
realty taxes
|
$10,476
|
||||
WASATCH
CAPITAL CORP.
|
|||||
Occupancy
Rate:
|
100%
|
100%
|
100%
|
100%
|
100%
|
#
of tenants occupying 10%+
|
5
|
5
|
5
|
5
|
5
|
Type
of businesses
|
office,
retail, café, lounge
|
office,
retail, café, lounge
|
office,
retail, café, lounge
|
office,
retail, café, lounge
|
office,
retail, café, lounge
|
Average
rent/square ft.
|
$11.60
|
$12.59
|
$12.97
|
$13.36
|
$13.76
|
Schedule
of lease expirations
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
see
attached schedule
|
#
of leases to expire
|
3
|
0
|
0
|
3
|
2
|
Sq.
ft. of leases to expire
|
10,073
|
N/A
|
N/A
|
10,073
|
4,458
|
Annual
rents of expiring leases
|
$98,534
|
N/A
|
N/A
|
$107,670.72
|
$93,821.40
|
Percentage
of leases expiring
|
50%
|
N/A
|
N/A
|
50%
|
33.33%
|
Federal
tax basis
|
$1,299,052
|
|
|||
Rate
|
2.56%
- 16.7%
|
||||
Method
|
S.L.
|
||||
Life
claimed prospectively
|
6
-
39 years
|
||||
Annual
realty taxes
|
$18,256
|
Contractual
Obligations
|
||||||||||||||||||||||||||||
As
of March 31, 2007, we were subject to certain material contractual
payment
obligations as described in the table below.
|
||||||||||||||||||||||||||||
Total
|
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
||||||||||||||||||||||
Mortgage
debt
|
$ |
2,147,790
|
$ |
24,652
|
$ |
39,362
|
$ |
42,260
|
$ |
45,371
|
$ |
48,711
|
$ |
1,947,434
|
||||||||||||||
Promissory
notes
|
962,615
|
455,053
|
130,330
|
130,034
|
132,865
|
114,333
|
-
|
|||||||||||||||||||||
Vehicle
contract
|
7,094
|
7,094
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Convertible
debenture
|
119,521
|
119,521
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Convertible
debenture-derivative
|
51,944
|
51,944
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Total
contractual debt less operating leases
|
$ |
3,288,964
|
$ |
658,264
|
$ |
169,692
|
$ |
172,294
|
$ |
178,236
|
$ |
163,044
|
$ |
1,947,434
|
||||||||||||||
Operating
leases
|
1,749,399
|
244,604
|
242,915
|
249,300
|
225,960
|
101,568
|
685,052
|
|||||||||||||||||||||
Total
contractual debt
|
$ |
5,038,363
|
$ |
902,868
|
$ |
412,607
|
$ |
421,594
|
$ |
404,196
|
$ |
264,612
|
$ |
2,632,486
|
||||||||||||||
Property
Acquisitions and Dispositions:
There
was one property acquisition and two property dispositions
during the year
2006.
On
August 18, 2006 our subsidiary Downtown Development Corporation
acquired
one-third of an acre adjacent to the existing building it owns
on State
Street in Salt Lake City. The newly acquired property has no
buildings or
other improvements and will be used for parking to enhance
the existing
building’s potential uses. The purchase price of $250,000 had short
term
financing and has been combined with the existing building
in a long-term
loan package on both properties that closed on September 21,
2006.
In
April 2006, a 15,000 square foot office building in Salt Lake
City, Utah,
owned by Salt Lake Development Corporation, a subsidiary of
the Company,
was sold. The mortgage pay off was $545,071. In the same month,
a
condominium at Brian Head, a mountain recreation area near
Cedar City,
Utah, was sold. The mortgage pay off was $25,369.
|
Detail
of Costs Associated With Rental Revenue,
|
||||||||||||||||
Years
Ended December 31, 2006 and 2005:
|
||||||||||||||||
Years
Ended December 31,
|
Change
|
|||||||||||||||
Expense
Description
|
2006
|
2005
|
$
|
%
|
||||||||||||
Mortgage
interest
|
$ |
142,591
|
$ |
144,876
|
$ | (2,285 | ) | (1.58 | ) | |||||||
Depreciation
|
91,053
|
104,798
|
(13,745 | ) | (13.12 | ) | ||||||||||
Payroll
- mgt. and maintenance
|
10,392
|
48,823
|
(38,431 | ) | (78.71 | ) | ||||||||||
Utilities
|
21,524
|
46,928
|
(25,404 | ) | (54.13 | ) | ||||||||||
Property
taxes
|
36,512
|
63,131
|
(26,619 | ) | (42.16 | ) | ||||||||||
Maintenance
and repairs
|
10,107
|
29,552
|
(19,445 | ) | (65.80 | ) | ||||||||||
Advertising
|
-
|
15,516
|
(15,516 | ) | (100.00 | ) | ||||||||||
Insurance
|
7,857
|
5,658
|
2,199
|
38.87
|
||||||||||||
$ |
320,036
|
$ |
459,282
|
$ | (139,246 | ) | (30.32 | ) |
YEAR
|
PERIOD
ENDING
|
HIGH
|
LOW
|
|
|
|
|
2005
|
March
31, 2005
|
$0.006
|
$0.001
|
|
|
|
|
June
30, 2005
|
$0.002
|
$0.001
|
|
|
|
|
|
September
30, 2005
|
$0.003
|
$0.001
|
|
|
|
|
|
|
December
31, 2005
|
$0.003
|
$0.001
|
|
|
|
|
2006
|
March
31, 2006
|
$0.006
|
$0.001
|
|
|
|
|
|
June
30, 2006
|
$0.006
|
$0.002
|
|
|
|
|
September
30, 2006
|
$0.004
|
$0.002
|
|
|
|
|
|
December
31, 2006
|
$0.004
|
$0.002
|
|
2007
|
March
31, 2007
|
$0.003
|
$0.0005
|
EXECUTIVE
COMPENSATION TABLE
|
|||||||||||||
Annual
Compensation
|
Change
in
Pension
Value
and
Non-Qualified
Deferred
Compensation
Earning
|
All
Other
Compen-
sation
($)
|
|||||||||||
Non-Equity
Incentive
Plan
Compen-sation
|
|||||||||||||
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
($)
|
Stock
Awards
|
Option
Award(s)
($)
|
||||||||
Total
|
|||||||||||||
Richard
Surber
|
2006
|
$150,000(1)
|
0
|
2,000(3)
|
0
|
0
|
0
|
0
|
$152,000
|
||||
President
and PFO
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
||||||
Richard
Surber
|
2005
|
$150,000(2)
|
0
|
0
|
0
|
0
|
0
|
0
|
$150,000
|
||||
President
and PFO
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||||
Richard
Surber
|
2004
|
$150,000(4)
|
0
|
8,000(3)
|
0
|
0
|
0
|
0
|
$158,000
|
||||
President
and PFO
|
|
(1)
|
Of
this amount $19,479 represents salary paid during 2006 and
$130,521 is
accrued but unpaid salary due to Mr. Surber as of December
31,
2006.
|
(2)
|
Of
this amount $121,154 represents salary paid during 2005 and
$28,846
represents 2005 accrued salary paid to Mr. Surber during
2006.
|
(3)
|
The
board of directors awarded Mr. Surber 8,000,000 shares of Class
B
Preferred Stock with
a value of $8,000 during 2004 and 2,000,000 shares with a value
of $2,000
during 2006 as part of the compensation for the
acquisition of the Black Chandelier operations from
DHX.
|
(4)
|
During
the year ended December 31, 2004, Mr. Surber was paid a salary
by Hudson
Consulting
Group, Inc. which was acquired as a subsidiary of the Company
in February
2002.
|
DIRECTOR
COMPENSATION TABLE
|
|||||||||
Change
in
Pension
Value
and
Non-Qualified
Deferred
Compensation
Earning
|
All
Other
Compen-
sation
($)
|
||||||||
Non-Equity
Incentive
Plan
Compen-sation
|
|||||||||
Name
and
Principal
Position
|
Year
|
Fees
Earned of Paid in Cash ($)
|
Stock
Awards
|
Option
Award(s)
($)
|
|||||
Total
|
|||||||||
Gerald
Einhorn
|
2006
|
$ 0
|
0
|
0
|
0
|
0
|
0
|
$ 0
|
|
Adrienne
Bernstein
|
2006
|
$ 0
|
0
|
0
|
0
|
0
|
0
|
$ 0
|
Report
of independent registered public accounting firm
|
F-3
|
|
|
Consolidated
balance sheets
|
F-4
|
|
|
Consolidated
statements of operations and other comprehensive income
(loss)
|
F-6
|
|
|
Consolidated
statements of stockholders’ equity (deficit)
|
F-9
|
|
|
Consolidated
statements of cash flows
|
F-13
|
|
|
Notes
to the consolidated financial statements
|
F-17
|
NEXIA
HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||
Consolidated
Balance Sheets
|
||||||||
As
of
|
As
of
|
|||||||
December
31,
|
December
31,
|
|||||||
ASSETS
|
2006
|
2005
|
||||||
(Restated)
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ |
124,158
|
$ |
160,440
|
||||
Accounts
and notes receivable, trade - net of allowance
|
||||||||
of
$103,732 and $18,870, respectively
|
32,841
|
36,833
|
||||||
Accounts
receivable - related parties (Note 3)
|
12,070
|
7,342
|
||||||
Notes
receivable - net of allowance of $90,000 and
|
||||||||
$345,000, respectively (Note 4)
|
10,142
|
13,164
|
||||||
Inventory
|
370,639
|
35,435
|
||||||
Prepaid
expenses
|
207,167
|
28,191
|
||||||
Marketable
securities - available for sale (Note 5)
|
265,532
|
250,873
|
||||||
TOTAL
CURRENT ASSETS
|
1,022,549
|
532,278
|
||||||
PROPERTY
AND EQUIPMENT
|
||||||||
Property
and equipment, net (Note 6)
|
3,033,228
|
2,478,434
|
||||||
Land
(Note 6)
|
633,520
|
389,295
|
||||||
Property,
net - held for sale (Note 11)
|
-
|
915,939
|
||||||
TOTAL
NET PROPERTY AND EQUIPMENT
|
3,666,748
|
3,783,668
|
||||||
OTHER
ASSETS
|
||||||||
Loan
costs, net
|
43,958
|
3,970
|
||||||
Trademarks
|
1,380
|
-
|
||||||
TOTAL
OTHER ASSETS
|
45,338
|
3,970
|
||||||
TOTAL
ASSETS
|
$ |
4,734,635
|
$ |
4,319,916
|
||||
The
accompanying notes are an integral part of these consolidated
financial
statements
|