UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934
ACT REPORTING REQUIREMENTS
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date
of
Event: December 1, 2005 (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)
|
033-22128D
(Commission
File Number)
|
84-1062062
(IRS
Employer Identification Number)
|
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)
ITEM
4.01 Changes
in Registrant's
Certifying Accountant
On
December 1, 2005, HJ & Associates, LLC (the “Former Accountant”) resigned as
the auditors for Nexia Holdings, Inc. (the “Company”) and an 8-K was filed with
that date, this is an amendment and supplement to that filing.
The
reports of the Former Accountant on the financial statements of the Company
for
each of the two most recent fiscal years, did not contain an adverse opinion
or
disclaimer of opinion and was not qualified as to uncertainty, audit scope
or
accounting principles for the two most recent fiscal years and the first two
subsequent interim periods of 2005, except that the Former Accountant’s opinion
in its report on the Company’s financial statements was modified to express
substantial doubt with respect to the Company’s ability to continue as a going
concern for the last two fiscal years.
During
the Company’s two recent fiscal years and the subsequent interim periods through
the date of resignation, there were no reportable events as the term described
in Item 304(a)(1)(iv) of Regulation S-B except for the following:
Due
to
miscommunication the most recent interim report, the 10-QSB for the period
ended
September 30, 2005, was filed prior to the Former Accountant completing its
review. As a result, the Former Accountants tendered their resignation. The
Former Accountant has informed management that it appeared the acquisition
by
the Company of Salt Lake Development Corporation had not been accounted for
properly and had requested that the Company review the accounting for the
acquisition and make adjustments as appropriate. Upon the hiring of new
accountants the accounting for the Company’s acquisition of Salt Lake
Development was corrected and reviewed and on December 15, 2005 an amended
10-QSB was filed, following review of the financials for the period ended
September 30, 2005 by Bongiovanni & Associates, P.A. the new accountant for
the Company.
The
issues with regard to accounting for the acquisition stated above were referred
to a third party accountant for assistance and if needed the preparation of
amended financial statements for the period ended September 30, 2005. Changes
to
the accounting for the acquisition of Salt Lake Development and the financial
statements for the period ended September 30, 2005 were recommended by the
third
party accountant and made by the Company; those changes were prepared and filed
in a 10-QSB/A filed on December 15, 2005, after review by the new accountant.
The result of those changes are as set forth in the attachment hereto, labeled
as exhibit 99.1.
The
issues raised by the Former Accountant were not resolved prior to their
resignation and as they required changes to the financial statements they might
have materially impacted the fairness or reliability of the financial statements
for the fiscal period ended September 30, 2005. Only that period is affected
as
the acquisition took place in August of 2005. Those changes are reflected in
the
Amended 10-QSB/A filed by the Company on December 15, 2005 and a comparison
of
the original numbers and the revised numbers are attached hereto as exhibit
99.1. Management does not believe that the changes have resulted in material
revisions to the Company’s financial statements.
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The
only
matters known to the Company upon which the Former Accountant and the Company
have any disagreement is related to the miscommunication regarding the filing
of
the Company’s September 30, 2005 10-QSB prior to the completion of the review of
the Company’s financial statements as previously discussed. A member of the
board of directors of the Company has held discussions with the Former
Accountants regarding the filing of the September 30, 2005 10QSB prior to the
complition of the review of the Company’s financial statements and the
subsequent resignation of the Former Accountants. The Company has authorized
and
has been informed that the Former Accountant has been in contact with a third
party CPA that worked with the Company to make the modifications to the
accounting made with regard to Salt Lake Development and the Successor
Accountant has been authorized to contact the Former Accountant and the Former
Accountant has been authorized to respond to any contact from the Successor
Accountant on any subject.
During
the Company’s two most recent fiscal years and the subsequent interim period
through the date of resignation, other than as discussed above, there were
no
disagreements with the Former Accountant on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved to the satisfaction of the Former Accountant, would
have
caused it to make reference to the subject matter of the disagreement in
connection with its reports on these financial statements for those
periods.
The
Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The requested letter is attached as Exhibit 16.1
to
this Current Report on Form 8-K/A.
ITEM
9.01 Financial
Statements and Exhibits
The
following exhibits are included as part of this report:
|
Exhibit
No.
|
Page
No.
|
Description
|
|
16.1
99.1
|
4
5
|
|
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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.
| Nexia Holdings, Inc. | ||
| |
|
|
| Dated this 5th day of January, 2006. | By: | /s/ Richard Surber |
|
Richard
Surber
President
|
||
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