SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2004
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: 33-22128-D
NEXIA HOLDINGS, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-1062062
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Salt Lake City, Utah 84101
----------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(801) 575-8073
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of outstanding shares of the issuer's common stock, $0.001
par value, as of August 19, 2004 was 1,661,383,594.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.................................................2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.................................3
ITEM 3. CONTROLS AND PROCEDURES..............................................6
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS....................................................7
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................7
ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................................7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................7
ITEM 5. OTHER INFORMATION....................................................7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................9
SIGNATURES..................................................................10
INDEX TO EXHIBITS...........................................................11
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Nexia" refers to Nexia Holdings, Inc., a Nevada
corporation, its subsidiary corporations and predecessors unless otherwise
indicated. The accompanying unaudited, consolidated interim financial statements
have been prepared in accordance with the instructions to Form 10-QSB pursuant
to the Securities and Exchange Commission and, therefore, do not include all
information and footnotes necessary for a complete presentation of our financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles in the United States of
America. In the opinion of management, all adjustments considered necessary for
a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Our unaudited consolidated balance sheet as of June 30, 2004, audited balance
sheet as of December 31, 2003, the related unaudited consolidated statements of
operations and other comprehensive income (loss) for the three and six months
ended June 30, 2004 and 2003 and unaudited consolidated statements of cash flows
for the six months ended June 30, 2004 and 2003 are attached hereto as Pages F-1
through F-14 and are incorporated herein by this reference.
2
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Consolidated Balance Sheets.................................................F-2
Consolidated Statements of Operations and Other
Comprehensive Income (Loss)...............................................F-5
Consolidated Statement of Stockholders' Equity..............................F-7
Consolidated Statements of Cash Flows......................................F-10
Notes to Consolidated Financial Statements.................................F-12
F-1
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, December 31,
2004 2003
------------ ------------
(Unaudited)
ASSETS
Current Assets
Cash $ 74,989 $ 94,073
Restricted Cash 64,651 -
Accounts receivable - trade, net 66,468 33,387
Related party accounts receivable 39,982 12,952
Notes receivable - net of allowance of $315,000 56,139 36,949
Prepaid expenses 3,025 99
Marketable securities 6,965 205,400
------------ ------------
Total Current Assets 312,219 382,860
------------ ------------
Fixed Assets
Property and equipment, net 2,628,199 2,570,691
Land 489,295 488,895
------------ ------------
Total Fixed Assets 3,117,494 3,059,586
------------ ------------
Other Assets
Loan Costs, net 31,273 38,059
------------ ------------
Total Other Assets 31,273 38,059
------------ ------------
TOTAL ASSETS $ 3,460,986 $ 3,480,505
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
F-2
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
June 30, December 31,
2004 2003
------------ ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 170,614 $ 188,188
Accrued liabilities 180,861 130,524
Current portion of WVDEP liability - 20,000
Unearned rent 683 28,455
Deferred revenue 959 8,958
Deferred gain on sale of subsidiary - 21,770
Refundable deposits 15,391 15,541
Convertible debentures 60,000 60,000
Current portion long-term debt 1,268,453 1,213,859
------------ ------------
Total Current Liabilities 1,696,961 1,687,295
------------ ------------
Long-Term Liabilities
Long-term debt 1,453,194 1,548,740
------------ ------------
Total Long-Term Liabilities 1,453,194 1,548,740
------------ ------------
Total Liabilities 3,150,155 3,236,035
------------ ------------
MINORITY INTEREST 199,090 199,765
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 50,000,000
shares authorized, no shares issued or outstanding - -
The accompanying notes are an integral part of these consolidated financial statements.
F-3
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (continued)
June 30, December 31,
2004 2003
------------ ------------
(Unaudited)
Common stock, $0.001 par value 10,000,000,000
shares authorized and 890,133,594 and 348,502,760
shares issued and outstanding, respectively 890,134 348,503
Additional paid-in capital 10,770,901 10,063,482
Treasury stock - 29,138,352 and 20,038,340
Shares at cost, respectively (100,618) (100,618)
Expenses prepaid with common stock - (13,333)
Deferred consulting (38,000) -
Stock subscription receivable (32,363) (28,000)
Other comprehensive income (4,610) (862)
Accumulated deficit (11,373,703) (10,224,467)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 111,741 44,705
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,460,986 $ 3,480,505
============ ============
The accompanying notes are an integral part of these consolidated financial statements.
F-4
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- -----------------------------------
2004 2003 2004 2003
----------------- ---------------- ---------------- ------------------
Revenue
Consulting revenue $ 34,819 $ 52,630 $ 56,433 $ 110,833
Rental revenue 118,864 122,306 247,011 239,224
------------ ------------ ------------ -------------
Total Revenue 153,683 174,936 303,444 350,057
Costs of Revenue
Costs associated with consulting revenue 143,551 47,279 252,823 104,370
Costs associated with rental revenue 159,700 60,707 296,649 170,506
Interest associated with rental revenue 59,893 75,636 115,314 150,987
------------ ------------ ------------ -------------
Total Costs of Revenue 363,144 183,622 664,786 425,863
Gross Profit (Deficit)
Gross profit (deficit) from consulting operations (108,732) 5,351 (196,390) 6,463
Gross profit (deficit) from real estate operations (100,729) (14,037) (164,952) (82,269)
------------ ------------ ------------ -------------
Gross Profit (Deficit) (209,461) (8,686) (361,342) (75,806)
Expenses
General & administrative expense 290,674 20,436 859,419 24,360
Impairment of marketable securities 2,118 - 187,892 5,022
------------ ------------ ------------ -------------
Total Expenses 292,792 20,436 1,047,311 29,382
------------ ------------ ------------ -------------
Operating Loss (502,253) (29,122) (1,408,653) (105,188)
Other Income (Expense)
Interest expense (3,193) (11) (5,894) 2,085
Gain (loss) on sale of property and equipment - (9,959) - (9,959)
Gain on sale of subsidiaries 100,000 279,268 239,270 279,268
loss on sale of marketable securities - (27,613) - (27,613)
Other income 7,695 42,854 10,366 42,854
Gain on settlement of debt - - 15,000 -
------------ ------------ ------------ -------------
Total Other Income (Expense) 104,502 284,539 258,742 286,635
------------ ------------ ------------ -------------
Income (Loss) Before Minority Interest (397,751) 255,417 (1,149,911) 181,447
Minority Interest in Loss 80 16,054 675 21,015
------------ ------------ ------------ -------------
Net Income (Loss) Before Discontinued Operations (397,671) 271,471 (1,149,236) 202,462
Loss from discontinued operations - (61,557) - (83,611)
------------ ------------ ------------ -------------
Net Income (Loss) (397,671) 209,914 (1,149,236) 118,851
Other Comprehensive Income (Loss)
Change in marketable securities - 3,899 - 14,358
------------ ------------ ------------ -------------
Total Comprehensive Income (Loss) $ (397,671) $ 213,813 $ (1,149,236) $ 133,209
============ ============ ============ =============
The accompanying notes are an integral part of these consolidated financial statements.
F-5
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(Unaudited) Continued
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- -----------------------------------
2004 2003 2004 2003
----------------- ---------------- ---------------- ------------------
Net (Income) Loss Per Common Share, Basic and Diluted
Income (Loss) before minority interest $ (0.00) $ 0.00 $ (0.00) $ 0.00
Minority interest in loss (0.00) 0.00 (0.00) 0.00
------------ ------------ ------------ -------------
Income (Loss) before discontinued operations (0.00) 0.00 (0.00) 0.00
Loss on discontinued operations - (0.00) - (0.00)
------------ ------------ ------------ -------------
Net income (loss) per weighted average
common share outstanding $ (0.00) $ 0.00 $ (0.00) $ 0.00
============ ============ ============ =============
Weighted average shares outstanding - basic &
diluted 810,625,599 289,098,664 482,895,311 289,098,664
============ ============ ============ =============
The accompanying notes are an integral part of these consolidated financial statements.
F-6
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
Expenses Other
Prepaid Compre-
Common Stock Additional Stock with hensive Total
-------------------- Paid-in Treasury Subscription Common Deferred Income Accumulated Stockholders'
Shares Amount Capital Stock Receivable Stock Consulting (Loss) Deficit Equity
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
Balance,
December 31, 2002 310,352,760 $310,353 $ 9,647,273 $(107,741) $(107,800) $ - $ - $ 873 $ (9,322,642) $ 420,316
Common stock issued
for loan fee 5,000,000 5,000 45,000 - - - - - - 50,000
Disposition of
treasury stock and
stock subscription
due to sale of
subsidiary - - - 7,123 107,800 - - - - 114,923
Common stock issued
for services 8,000,000 8,000 11,000 - - - - - - 19,000
Common stock issued
for Bonus 17,550,000 17,500 210,600 - - - - - - 228,150
Common stock issued
for services and
prepaid services 2,000,000 2,000 38,000 - - (13,333) - - - 26,667
Common stock issued
for stock option
exercise to
employees 5,600,000 5,600 50,400 - (28,000) - - - - 28,000
Intrinsic value of
stock options
issued to employees - - 49,600 - - - - - - 49,600
Beneficial
conversion feature
on convertible
debentures - - 11,609 - - - - - - 11,609
Adjustment for
marketable
securities - - - - - - - (1,735) - (1,735)
Net loss for the
year ended
December 31, 2003 - - - - - - - - (901,825) (901,825)
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
Balance,
December 31, 2003 348,502,760 $348,503 $10,063,482 $(100,618) $ (28,000) $ (13,333) - $ (862) $(10,224,467) $ 44,705
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
The accompanying notes are an integral part of these consolidated financial statements
F-7
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity (continued)
Expenses Other
Prepaid Compre-
Common Stock Additional Stock with hensive Total
-------------------- Paid-in Treasury Subscription Common Deferred Income Accumulated Stockholders'
Shares Amount Capital Stock Receivable Stock Consulting (Loss) Deficit Equity
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
Balance,
December 31, 2003 348,502,760 $348,503 $10,063,482 $(100,618) $ (28,000) $ (13,333) $ - $ (862) $(10,224,467) $ 44,705
Cancellation of
common stock for
subscription
receivable
(Unaudited) (700,000) (700) (6,300) - 7,000 - - - - -
Common stock issued
for services
(Unaudited) 168,830,834 168,831 480,096 - - - - - - 648,927
Common stock issued
for building
improvements and
services (Unaudited) 6,000,000 6,000 13,200 - - - - - - 19,200
Common stock issued
for stock option
exercise to
consultants
(Unaudited) 150,400,000 150,400 (41,256) - - - - - - 109,144
Common stock issued
for stock option
exercise to
employees
(Unaudited) 106,100,000 106,100 34,000 - - - - - - 140,100
Common stock issued
for subscriptions
receivable
(Unaudited) 111,000,000 111,000 (78,637) - (32,363) - - - - -
Receipt of
subscriptions
receivable
(Unaudited) - - - - 21,000 - - - - 21,000
Amortization of
prepaid expenses
(Unaudited) - - - - - 13,333 - - - 13,333
Intrinsic value of
stock options
issued to employees
(Unaudited) - - 253,250 - - - - - - 253,250
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
Balance Forward 890,133,594 $890,134 $10,717,835 $(100,618) $ (32,363) $ - - $ (862) $(10,224,467) $ 1,249,659
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
The accompanying notes are an integral part of these consolidated financial statements
F-8
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (continued)
Expenses Other
Prepaid Compre-
Common Stock Additional Stock with hensive Total
-------------------- Paid-in Treasury Subscription Common Deferred Income Accumulated Stockholders'
Shares Amount Capital Stock Receivable Stock Consulting (Loss) Deficit Equity
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
Balance Forward 890,133,594 $890,134 $10,717,835 $(100,618) $ (32,363) $ - $ - $ (862) $(10,224,467) $ 1,249,659
Fair value of
options issued for
prepaid consulting
fees (Unaudited) - - 43,988 - - - (43,988) - - -
Revaluation and
amortization of
deferred consulting
(Unaudited) - - 1,612 - - - 5,988 - - 7,600
Application of
option grants
to accounts payable
(Unaudited) - - 7,466 - - - - - - 7,466
Adjustment for
marketable
securities
(Unaudited) - - - - - - - (3,748) - (3,748)
Net loss for the six
months ended
June 30, 2004
(Unaudited) - - - - - - - - (1,149,236) (1,149,236)
----------- -------- ----------- --------- --------- --------- -------- ------- ------------ -----------
Balance,
June 30, 2004 890,133,594 $890,134 $10,770,901 $(100,618) $ (32,363) $ - $(38,000) $(4,610) $(11,373,703) $ 111,741
=========== ======== =========== ========= ========= ========= ======== ======= ============ ===========
The accompanying notes are an integral part of these consolidated financial statements
F-9
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
2004 2003
------------ ------------
Cash Flows From Operating Activities
Net Income (Loss) $ (1,149,236) $ 118,851
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operations - 83,611
Loss from sale of investments - 27,613
Loss from sale of property and equipment - 9,959
Gain from sale of subsidiaries - (279,268)
Impairment of marketable securities 187,892 5,022
Change in minority interest (675) (209,961)
Depreciation and amortization 65,398 70,484
Intrinsic value of stock for services 253,250 -
Issued common stock for services 650,127 -
Amortization of expense prepaid with common stock 13,333 -
Revaluation of variable deferred consulting 7,600 -
Changes in operating assets and liabilities:
Increase in restricted cash (64,651) (202,921)
Accounts and notes receivable (60,111) 9,355
Prepaid expenses (2,926) 6,038
Other assets 6,786 (6,470)
Accounts payable (18,777) (32,474)
Accrued liabilities 8,567 7,383
Deferred revenue (27,773) (21,069)
Refundable deposit (150) 10,083
------------ ------------
Net Cash Used by Operating Activities (131,346) (403,764)
------------ ------------
Cash Flows From Investing Activities
Cash loaned on notes receivable (19,430) -
Cash received on notes receivable 240 -
Net cash distributed in sale transaction - (15,351)
Proceeds from sale of marketable securities - 8,847
Purchase of property, plant and equipment (97,840) (7,850)
------------ ------------
Net Cash Used By Investing Activities (117,030) (14,354)
------------ ------------
The accompanying notes are an integral part of these consolidated financial statements.
F-10
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
(Unaudited)
For the Six Months Ended
June 30,
2004 2003
------------ -----------
Cash Flows From Financing Activities
Principal payments on long-term debt $ (78,590) $ (627,509)
Proceeds from long-term debt - 968,675
Proceeds from issuance of stock 37,638 -
Receipt of stock subscriptions receivable 21,000 -
Issuance of common stock for stock option exercise 249,244 -
------------ -----------
Net Cash Provided By Financing Activities 229,292 341,166
------------ -----------
Net Increase (Decrease) In Cash (19,084) (76,952)
Cash, Beginning Of Year 94,073 108,821
------------ -----------
Cash, End Of Year $ 74,989 $ 31,869
============ ===========
Supplemental Disclosure Of Information
Cash paid during the year for interest $ 112,849 $ 134,320
Cash paid during the year for income taxes $ - $ -
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
Common stock issued for services $ 650,127 $ -
Common stock issued for subscription receivable $ 32,363 $ -
Common stock issued for variable deferred consulting $ 43,988 $ -
Common stock issued for building improvements $ 18,000 $ -
Common stock issued for loan costs $ - $ 50,000
Office equipment acquired through capital lease $ - $ 19,815
The accompanying notes are an integral part of these consolidated financial statements
F-11
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2004 and December 31, 2003
NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited consolidated financial statements are those
of Nexia Holdings, Inc. and Subsidiaries (the Company) and have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles in
the United States of America have been condensed or omitted in
accordance with such rules and regulations. The information furnished
in the interim consolidated financial statements includes normal
recurring adjustments and reflects all adjustments, which, in the
opinion of management, are necessary for a fair presentation of such
consolidated financial statements. Although management believes the
disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim
consolidated financial statements be read in conjunction with the
Company's most recent audited consolidated financial statements and
notes thereto included in its December 31, 2003 Annual Report on Form
10-KSB. Operating results for the six months ended June 30, 2004 are
not indicative of the results that may be expected for the year ending
December 31, 2004.
NOTE 2 - GOING CONCERN
The Company's consolidated financial statements are prepared using
accounting principles generally accepted in the United States of
America applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal
course of business. The Company has incurred cumulative operating
losses through June 30, 2004 of $11,373,703 and a working capital
deficit of $1,384,742 at June 30, 2004 all of which raises substantial
doubt about the Company's ability to continue as a going concern.
Primarily, revenues have not been sufficient to cover the Company's
operating costs. Management's plans to enable the Company to continue
as a going concern include the following:
o Increasing revenues from rental properties by implementing new
marketing programs.
o Making certain improvements to certain rental properties in
order to make them more marketable.
o Reducing negative cash flows by selling rental properties that
do not at least break even.
o Refinancing high interest rate loans.
o Increasing consulting revenues by focusing on procuring
clients that pay for services rendered in cash or highly
liquid securities.
o Reducing expenses through consolidating or disposing of
certain subsidiary companies.
o Raising additional capital through private placements of the
Company's common stock.
There can be no assurance that the Company can or will be successful in
implementing any of its plans or that they will be successful in
enabling the company to continue as a going concern. The Company's
consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
F-12
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2004 and December 31, 2003
NOTE 3 - MATERIAL EVENTS
During the period ended June 30, 2004, the Company cancelled 700,000
shares previously issued to an officer of the Company for cancellation
of a stock subscription receivable in the amount of $7,000.
During the period ended June 30, 2004, the Company issued 128,830,834
shares of its common stock for services to consultants and employees
valued at $170,127, or an average of $0.001 per share.
During the period ended June 30, 2004, the Company issued 40,000,000
shares of its common stock for services to directors of the Company
valued at $480,000, or an average of $0.012 per share.
During the period ended June 30, 2004, the Company's board of directors
authorized the issuance of 290,400,000 options to purchase the
Company's common stock for services rendered to consultants. The
options vest over time with 176,400,000 of the options exercised
immediately at option prices of 75% of market value on the dates of
exercise for cash of $69,144 and subscriptions receivable of $21,863,
or an average of $0.0001 per share.
During the period ended June 30, 2004, the Company's board of directors
authorized issuance of 711,100,000 options to purchase common stock to
employees for services rendered. The options vest over time with
191,100,000 of the options exercised immediately at option prices of
75% of market value on the dates of exercise for cash of $180,100 and
subscriptions receivable of $10,500.
During the period ended June 30, 2004, the Company received $7,466 in
billing credits for leasehold improvements performed by an outside
contractor. The billing credits were received in conjunction with the
grant of options to the outside contractor for work performed. As the
options had no fair value, the $7,466 was recorded as additional paid
in capital.
During the period ended June 30, 2004, the Company issued 6,000,000
shares of common stock for building improvements valued at $18,000 and
expenses of $1,200.
During the period ended June 30, 2004, the Company issued stock options
to purchase 40,000,000 shares of the Company's common stock for
services and prepaid services, 20,000,000 each vested immediately with
an additional 10,000,000 vesting each month for two months. The Company
has accounted for these options as variable and has revalued and
amortized the additional expense. The initial valuation of $43,988 was
adjusted for a valuation increase of $1,612 with $7,600 amortized to
expense.
NOTE 4 - RELATED PARTY TRANSACTIONS
On January 29, 2004 the Company accepted 9,100,012 shares of its own
common stock held by Axia Group, Inc. (Axia), a related party, in
satisfaction of all amounts due as a result of its consulting
agreement. These shares are being held as treasury stock at predecessor
basis of zero at June 30, 2004.
On February 20, 2004, the Company's board of directors approved the
issuance to the Company's President and Chief Financial Officer,
5,100,000 shares of the Company's Series A Preferred Stock as an
incentive to retaining the officer as an employee of the Company.
During June 2004, the Company's board of directors rescinded the
issuance of these shares of Preferred Stock.
During the period ended June 30, 2004, the Company lent Axia a total of
$33,140 in the form of cash and payment of expenses. A total of $39,982
is due from Axia at March 31, 2004.
F-13
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2004 and December 31, 2003
NOTE 5 - OUTSTANDING STOCK OPTIONS
A summary of the status of the Company's stock option plans as of June
30, 2004 and December 31, 2003 and changes during those periods is
presented below:
June 30, 2004 December 31, 2003
------------------------------ ---------------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
------------- -------- ---------- -------
Outstanding, beginning of
period - $ - - $ -
Granted 1,006,500,000 0.007 5,600,000 0.01
Exercised/Cancelled - - - -
Exercised 367,500,000 $ 0.007 (5,600,000) $ 0.01
------------- -------- ---------- -------
Outstanding end of
period 639,000,000 $ 0.005 - $ -
============= ======== ========== =======
Exercisable - $ - - $ -
============= ======== ========== =======
The Company estimated the fair value of each stock option issued during
the period at the grant date by using the Black-Scholes option pricing
model based on the following assumptions:
For the Period Ended
June 30, 2004
--------------------
Risk free interest rate 0.89%
Expected life 0.08 - 0.17 years
Expected volatility 446.82 - 605.87%
Dividend yield 0.00%
NOTE 6 - SUBSEQUENT EVENTS
On July 1, 2004, the Company authorized the issuance of 38,000,000
shares of its common stock to Francis Zubrowski, pursuant to the
exercise of his stock options, the shares were registered under the
Company's S-8 Registration Statement.
On July 1, 2004, the Company authorized the issuance of 38,000,000
shares of its common stock to Tim Hall, pursuant to the exercise of his
stock options, the shares were registered under the Company's S-8
Registration Statement.
On July 19, 2004, the Company authorized the issuance of the following
shares pursuant to the exercise of options granted to the named
individuals: 10,000,000 shares to Felix Correa, 10,000,000 shares to
Tim Hall, 10,000,000 shares to Guy Cook, and 20,000,000 shares to Ernie
Burch. The shares were registered under the Company's S-8 Registration
Statement.
F-14
NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2004 and December 31, 2003
NOTE 6 - SUBSEQUENT EVENTS (Continued)
On July 22, 2004, the Company, as directed and authorized by the board
of directors, filed an amendment to its S-8 Registration Statement and
2004 Benefit Plan, increasing the number of shares registered by
1,000,000,000. The total number of shares now registered pursuant to
the S-8 Registration Statement and the 2004 Benefit Plan of the Company
is 1,650,000,000.
On July 27, 2004, the Company authorized the issuance of the following
shares pursuant to the exercise of options granted to the named
individuals: 50,000,000 shares to Alex Bustos, 18,000,000 shares to
Elias Roussos, 15,000,000 shares to Michael Golightly, 10,000,000
shares to Sandra Jorgensen, 50,000,000 shares to Tim Hall, 20,000,000
shares to Brent Sorensen, and 50,000,000 shares to Carl Spencer. The
shares were registered under the Company's S-8 Registration Statement.
On July 27, 2004, the Company authorized the issuance of 75,000,000
shares to Tim Hall, 6,750,000 shares to Donald Decker and 10,500,000
shares to Carl Spencer of shares registered under the Company's S-8
Registration Statement.
On August 5, 2004, the Company authorized the issuance of 40,000,000
shares to Guy Cook, 40,000,000 shares to Ernie Burch, 40,000,000 share
to Michael Golightly, 70,000,000 to Jose R. Prado, 30,000,000 shares to
A. Franklin Adams, 30,000,000 shares to Alex Bustos and 90,000,000
shares to Francis Zubrowski. All of these shares were registered under
the Company's S-8 Registration Statement.
F-15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
The information herein contains certain forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward looking statements involve risks and uncertainty, including, without
limitation, the ability of Nexia to continue its business strategy, changes in
the real estate markets, labor and employee benefits, as well as general market
conditions, competition, and pricing. Although Nexia believes that the
assumptions underlying the forward looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward looking statements included in the Form 10QSB
will prove to be accurate. In view of the significant uncertainties inherent in
the forward looking statements included herein, the inclusion of such
information should not be regarded as a representation by Nexia or any other
person that the objectives and plans of Nexia will be achieved.
General
Nexia operates in two primary areas of business: Nexia acquires, leases and
sells real estate; and, Nexia provides financial consulting services. The
following discussion examines Nexia's financial condition as a result of
operations for the three and months ended June 30, 2004, and compares those
results with the comparable period from last year.
Real Estate Operations
Nexia's objective, with respect to real estate operations, is to acquire,
through subsidiaries, properties which management believes to be undervalued and
which Nexia is able to acquire with limited cash outlays. Nexia will consider
properties anywhere within the continental United States. Nexia attempts to
acquire such properties by assuming existing favorable financing and paying the
balance of the purchase price with nominal cash payments or through the issuance
of shares of common stock. Once such properties are acquired, Nexia leases them
to primarily commercial tenants. Nexia also makes limited investments to improve
the properties with the objective of increasing occupancy and cash flows.
Management believes that, with limited improvements and effective management,
properties can be sold at a profit within a relatively short period of time.
On June 30, 2003 Nexia sold its interest in Wichita Development Corporation
(Wichita) and its subsidiaries Salt Lake Development Corporation and Wichita
Properties to Diversified Financial Resource Corporation ("DFRC"). A similar
transaction did not occur for the period ended June 30, 2004.
Nexia recorded rental revenues of $118,864 and $247,001 for the three and six
months ended June 30, 2004 respectively, as compared to $122,306 and $239,224
for the same periods in 2003. Nexia's rental revenues for the comparative three
month and six months periods did not fluctuate significantly. Management's
current belief is that rental revenues are stabilizing and with certain
improvements being made to various properties rental revenues should improve
over the next 12 months.
Nexia had a loss from real estate operations of $100,729 and $164,954 for the
three and six months ended June 30, 2004, compared to a loss of $14,037 and a
gain of $82,269 for the same periods in 2003. The increase in loss is
attributable primarily to the decrease in occupancy.
3
Nexia will continue efforts to improve profitability and cash flow by working to
increase occupancy and rental income from those properties which have a high
vacancy rate as well as focusing on properties with the highest per square foot
rental rates. Nexia also intends to continue to purchase real estate primarily
for appreciation purposes. Accordingly, Nexia hopes to not only minimize any
real estate cash flow deficit, but also generate sufficient cash to record a
substantial profit upon property disposition.
Consulting Operations
Nexia, through its majority owned subsidiary, Hudson Consulting Group, Inc.,
("Hudson") provides a variety of financial consulting services to a wide range
of clients. The primary service performed by Hudson involves assisting clients
in structuring mergers and acquisitions. This includes locating entities
suitable to be merged with or acquired by Nexia's clients, as well as providing
general advice related to the structuring of mergers or acquisitions. Hudson
also assists clients in restructuring their capital formation, advises with
respect to general corporate problem solving and provides shareholder relations
services designed to expose its clients to the investment community.
Nexia's consulting subsidiary generates revenues through consulting fees payable
in the client's equity securities, cash, other assets or some combination of the
three. The primary form of compensation received is the equity securities of
clients. When payment is made in the form of equity, the number of shares to be
paid is usually dependent upon the price of the client's common stock (if such
price is available) and the extent of consulting services provided. When stock
is received as payment it is booked as deferred revenue at its currently quoted
market value. After the stock is sold, it is then booked as revenue along with
an accompanying gain or loss on the sale.
Nexia generates cash flow, in part, by liquidating non_cash assets (equity
securities) received as fees for consulting services. As most fees are paid in
the form of equity, the revenues and cash flows realized by Nexia are somewhat
tied to the price of its clients' securities and Nexia's ability to sell such
securities. A decline in the market price of a client's stock can affect the
total asset value of Nexia's balance sheet and can result in Nexia incurring
substantial losses on its income statement.
Nexia's portfolio consists primarily of restricted and unrestricted shares of
common stock in micro to small cap publicly traded companies. This portfolio
currently consists of shares of common stock in different companies whose
operations range from that of high-tech to oil and gas companies. The Company's
ownership in the above publicly traded companies is less than 20% and thus
accounts for them as investments available for sale at the lower of cost or
market. Nonetheless, Nexia's portfolio is considered extremely volatile.
Revenues from Nexia's financial consulting operations decreased for the period
ended June 30, 2004, as compared to the comparable periods in 2003. Nexia
recorded $34,819 and $56,433 in revenues for the three months and six months
ended June 30, 2004, respectively, from its financial consulting operations as
compared to $52,630 and $110,833 for the same periods in 2003. Nexia experienced
a loss from consulting operations of $108,732 and $196,390 for the three and six
months ended June 30, 2004, as compared to profits of $5,351 and $6,463 for the
same periods in 2003. The increase in losses from consulting is a result of
Nexia's efforts to restructure and redefine the types of services it will
provide in the future.
Company Operations as a Whole
Revenues
Gross revenues for the three and six month periods ended June 30, 2004, were
$153,683 and $303,444 respectively as compared to $174,936 and $350,057 for the
same periods in 2003. The decrease in six month revenues of $46,613 is due to a
decrease in consulting revenues due to restructuring efforts.
4
Losses
Nexia recorded operating losses of $502,253 and $1,408,653 for the three and six
month periods ended June 30, 2004, respectively, compared to losses of $29,122
and $105,188 for the comparable periods in the year 2003.
Nexia recorded net losses of $397,671 and $1,149,236 for the three and six
months ended June 30, 2004, respectively, as compared to net income of $209,914
and $118,851 for the same periods in 2003. The increase in losses is
attributable primarily to the issuance of shares of common stock to pay for
services rendered which increased expenses accompanied by a decrease in
consulting revenues.
Nexia does not expect to operate at a profit through fiscal 2004. Since Nexia's
activities are closely tied to the securities markets and the ability to operate
its real estate properties at a profit, future profitability or its revenue
growth tends to follow changes in the securities and real estate market place.
There can be no guarantee that profitability or revenue growth can be realized
in the future.
Expenses
General and administrative expenses for the three and six months ended June 30,
2004, were $290,674 and $859,419, respectively, compared to $20,436 and $24,360
for the same periods in 2003. The increase in expenses is due primarily to
directors fees of $480,000 and $107,153 in legal and accounting fees. The
Company issued 10,000,000 shares of restricted stock to each director as fees
during the first quarter of the year.
Depreciation expenses for the six months ended June 30, 2004 and June 30, 2003,
were $65,398 and $70,484, respectively. This change was due primarily to the
sale of properties by the Company.
Capital Resources and Liquidity
On June 30, 2004, Nexia had current assets of $312,219 and $3,460,986 in total
assets. Nexia had a net working capital deficit of $1,384,742 at June 30, 2004.
The working capital deficit is due primarily to mortgages, which will, or may,
come due in the next twelve months and are thus considered as current
liabilities.
Net cash used in operating activities was $131,346 for the six months ended June
30, 2004, compared to net cash used in operating activities of $403,764 for the
six months ended June 30, 2003.
Cash used in investing activities was $117,030 for the six months ended June 30,
2004, compared to cash used by investing activities of $2,761 for the same
period in 2003.
Cash provided by financing activities was $229,292 for the six months ended June
30, 2004, compared to cash provided of $129,177 for the same period in 2003.
Due to Nexia's debt service on real estate holdings, willingness to acquire
properties with negative cash flow shortages and acceptance of non-cash assets
for consulting services, Nexia may experience occasional cash flow shortages. To
cover these shortages we may need to sell securities from time to time at a
loss. In addition, the Company is currently experiencing challenges with regard
to cash flows. We are looking at several options to improve this situation,
including the private placement of Nexia common stock.
5
Stock and Options To Employees and Contractors
During the quarter ending June 30, 2004, Nexia's subsidiary, Hudson Consulting
Group, Inc., has continued a policy of limited cash payments to its employees
and relied primarily on the issuance of Nexia's common stock registered under
the Company's S-8 Registration Statement for employee compensation.
Impact of Inflation
Nexia believes that inflation has had a negligible effect on operations over the
past three years. Nexia believes that it can offset inflationary increases in
the cost of materials and labor by increasing sales and improving operating
efficiencies.
Known Trends, Events, or Uncertainties
General Real Estate Investment Risks
Nexia's investments are subject to varying degrees of risk generally incident to
the ownership of real property. Real estate values and income from Nexia's
current properties may be adversely affected by changes in national or local
economic conditions and neighborhood characteristics, changes in interest rates
and in the availability, cost and terms of mortgage funds, the impact of present
or future environmental legislation and compliance with environmental laws, the
ongoing need for capital improvements, changes in governmental rules and fiscal
policies, civil unrest, acts of God, including earthquakes and other natural
disasters which may result in uninsured losses, acts of war, adverse changes in
zoning laws and other factors which are beyond the control of Nexia.
Value and Illiquidity of Real Estate
Real estate investments are relatively illiquid. The ability of Nexia to vary
its ownership of real estate property in response to changes in economic and
other conditions is limited. If Nexia must sell an investment, there can be no
assurance that Nexia will be able to dispose of it in the time period it desires
or that the sales price of any investment will recoup the amount of Nexia's
investment.
Property Taxes
Nexia's real property is subject to real property taxes. The real property taxes
may increase or decrease as property tax rates change and as the property is
assessed or reassessed by taxing authorities. If property taxes increase,
Nexia's operations could be adversely affected.
ITEM 3. CONTROLS AND PROCEDURES
Nexia's president acts both as the Company's chief executive officer and chief
financial officer ("Certifying Officer") and is responsible for establishing and
maintaining disclosure controls and procedures for Nexia. The Certifying Officer
has concluded (based on his evaluation of these controls and procedures as of a
date within 90 days of the filing of this report) that the design and operation
of Nexia's disclosure controls and procedures (as defined in Rule 13a-15) under
the Securities Exchange Act of 1934) are effective and adequate.
There were no significant changes made in Nexia's internal controls or in other
factors that could significantly affect Nexia's controls subsequent to the date
of the evaluation, including any corrective actions with regard to slight
deficiencies and material weaknesses. Due to the Certifying Officer's dual role
as chief executive officer and chief financial officer, Nexia has no segregation
of duties related to internal controls.
6
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Since the filing of Nexia's 10-KSB for the period ended December 31, 2003 no
material changes have occurred to the legal proceedings reported therein, except
as noted below. For more information please see Nexia's Form 10-KSB for the year
ended December 31, 2003, filed May 19, 2004.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On April 8, 2004, the Company's board of directors authorized the issuance of
33,000,000 shares of the Company's common stock to 4 employees (Frank Adams,
Michael Golightly, Sandra Jorgensen and Brittany Stevens) of the Company for
services rendered to the Company, the shares were authorized pursuant to the S-8
Registration Statement of the Company. Accounting, legal, filing, secretarial,
amounts payable and receivable, and other services were provided by these
individuals
On April 8, 2004, the Company's board of directors authorized the issuance of
5,000,000 shares of the Company's common stock to Ronald Friedman for services
rendered to the Company and as additional compensation for assisting with
financing for the Company, the shares were issued with a restrictive legend and
issued pursuant to Section 4(2) of the Securities Act of 1933 in a private
transaction.
On May 18, 2004, the Company's board of directors approved an agreement to grant
to Felix Correa options to purchase 40,000,000 shares of the Company's common
stock at an option price equal to 75% of the market price at the time of
exercise. The agreement provided that 20,000,000 of the options vested
immediately and remaining options will vest at the rate of 10,000,000 per month.
Mr. Correa has agreed to provide services related to the improvement and
maintenance of the Glendale Shopping Center a real estate investment held by
West Jordan Real Estate Holdings, Inc. a subsidiary of the Company.
On May 19, 2004, the Company's board of directors approved an agreement to grant
to Tim Hall option to purchase 40,000,000 shares of the Company's common stock
at an option price equal to 75% of the market price at the time of exercise. The
agreement provided that 20,000,000 of the options vested immediately and the
remaining options will vest at the rate of 10,000,000 per month. Mr. Hall has
agreed to provide services related to improvements of the Wallace Bennett
Building, a real estate investment held by Wasatch Capital Corporation, a
subsidiary of the Company.
On May 21, 2004 the Company, as authorized by the board of directors, filed an
amendment to its S-8 Registration Statement increasing the number of shares
registered by 500,000,000. The total number of shares then registered pursuant
to the S-8 Registration Statement and the 2004 Benefit Plan of the Company was
650,000,000.
On June 18, 2004, the Company authorized the issuance of 25,000,000 shares of
its common stock, registered under the Company's S-8 Registration Statement to
Francis Zubrowski as compensation for services provided to the Company by Mr.
Zubrowski.
7
On June 18, 2004, the Company authorized the issuance of 12,000,000 shares of
its common stock, registered under the Company's S-8 Registration Statement to
Felix Correa as compensation for services provided to improve the Glendale
Shopping Plaza property by Mr. Correa.
On June 18, 2004, the Company authorized the issuance of 25,000,000 shares of
its common stock, registered under the Company's S-8 Registration Statement to
Tim Hall, as compensation for services provided to improve the Wallace-Bennett
Buildings property by Mr. Hall.
On June 21, 2004, the Company authorized the issuance of 8,000,000 shares of its
common stock to Ernie Burch and 2,500,000 shares to Jose R. Prado, the shares
were registered under the Company's S-8 Registration Statement and were issued
for services provided by Mr. Prado and Mr. Burch related to the management and
maintenance of the Company's real estate properties.
On June 21, 2004, the Company authorized the issuance of 20,000,000 shares of
its common stock pursuant to the exercise of an option granted to Brent
Sorensen, the shares were registered under the Company's S-8 Registration
Statement and were issued as compensation for Mr. Sorensen's services related to
maintenance and improvement to the Company's computers and network operations.
On June 21, 2004, the Company authorized the issuance of 4,747,500 shares of its
common stock to Brent Sorensen, the shares were registered under the Company's
S-8 Registration Statement and were issued as compensation for Mr. Sorensen's
services related to the maintenance and improvement of the Company's computers
and network operations.
On June 21, 2004, the Company authorized the issuance of 60,000,000 shares of
its common stock pursuant to the exercise of an option granted to Hamlin K.
Elrod, the shares were registered under the Company's S-8 Registration Statement
and were issued as compensation for Mr. Hamlin's services provided to the
Company related to finding new clients.
On June 22, 2004, the Company authorized the issuance of 20,000,000 shares of
its common stock to Ernie Burch and 20,000,000 shares to Jose R. Prado, pursuant
to the exercise of stock option held by each, the shares were registered under
the Company's S-8 Registration Statement.
On June 22, 2004, the Company authorized the issuance of 20,000,000 shares of
its common stock to Guy Cook, pursuant to the exercise of his stock options, the
shares were registered under the Company's S-8 Registration Statement.
On June 30, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 38,000,000
shares to Kenneth Huber, 15,000,000 shares to Michael Golightly, 10,000,000
shares to Sandra Jorgensen, and 38,000,000 shares to Elias Roussos. The shares
were registered under the Company's S-8 Registration Statement.
Subsequent Events
On July 1, 2004, the Company authorized the issuance of 38,000,000 shares of its
common stock to Francis Zubrowski, pursuant to the exercise of his stock
options, the shares were registered under the Company's S-8 Registration
Statement.
On July 1, 2004, the Company authorized the issuance of 38,000,000 shares of its
common stock to Tim Hall, pursuant to the exercise of his stock options, the
shares were registered under the Company's S-8 Registration Statement.
8
On July 19, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 10,000,000
shares to Felix Correa, 10,000,000 shares to Tim Hall, 10,000,000 shares to Guy
Cook, and 20,000,000 shares to Ernie Burch. The shares were registered under the
Company's S-8 Registration Statement.
On July 22, 2004, the Company, as directed and authorized by the board of
directors, filed an amendment to its S-8 Registration Statement and 2004 Benefit
Plan, increasing the number of shares registered by 1,000,000,000. The total
number of shares now registered pursuant to the S-8 Registration Statement and
the 2004 Benefit Plan of the Company is 1,650,000,000.
On July 27, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 50,000,000
shares to Alex Bustos, 18,000,000 shares to Elias Roussos, 15,000,000 shares to
Michael Golightly, 10,000,000 shares to Sandra Jorgensen, 50,000,000 shares to
Tim Hall, 20,000,000 shares to Brent Sorensen, and 50,000,000 shares to Carl
Spencer. The shares were registered under the Company's S-8 Registration
Statement.
On July 27, 2004, the Company authorized the issuance of 75,000,000 shares to
Tim Hall, 6,750,000 shares to Donald Decker and 10,500,000 shares to Carl
Spencer of shares registered under the Company's S-8 Registration Statement.
On August 5, 2004, the Company authorized the issuance of 40,000,000 shares to
Guy Cook, 40,000,000 shares to Ernie Burch, 40,000,000 share to Michael
Golightly, 70,000,000 to Jose R. Prado, 30,000,000 shares to A. Franklin Adams,
30,000,000 shares to Alex Bustos and 90,000,000 shares to Francis Zubrowski. All
of these shares were registered under the Company's S-8 Registration Statement.
ITEM 6. EXHIBITS
(a) Exhibits Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits on page 9
of this Form 10-QSB, and are incorporated herein by this
reference.
(b) Reports on Form 8-K During the period covered by this report,
Nexia did not file a Form 8-K report.
None
9
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this day of August 2004.
Nexia Holdings, Inc.
/s/ Richard Surber
----------------------------------------
Richard Surber, President and Director
10
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of Nexia
(incorporated herein by reference from
Exhibit No. 3(i) to Nexia's Form S-18 as
filed with the Securities and Exchange
Commission on September 16, 1988).
3(ii) * Bylaws of Nexia, as amended (incorporated
herein by reference from Exhibit 3(ii) of
Nexia's Form S-18 as filed with the
Securities and Exchange Commission on
September 16, 1988).
3(iii) * Articles of Incorporation of Nexia
(incorporated herein by reference from
Appendix B of Nexia's Form 14-A as filed
with the Securities and Exchange Commission
on August 17, 2000 .)
4(a) * Form of certificate evidencing shares of
"Common Stock" in Nexia (incorporated from
Exhibit 4(a) to Nexia's Form S-18 as filed
with the Securities and Exchange Commission
on September 16, 1988 ).
Material Contracts
10(i) * May 17, 2004 Contractor Agreement between
the Company and Hallmark Construction for
the amount of $189,194.63 for construction
services at the Wallace-Bennett building.
(Incorporated by reference from the 10-QSB
for March 31, 2004)
10(ii) * May 19, 2004 Contractor Agreement between
West Jordan Real Estate Holdings, Inc. and
Felix Correa to refurbish two rental spaces
located in the Glendale Shopping Plaza,
total cost of $17,000.
14.1 * Draft of Code of Ethics for Nexia Holdings,
Inc. (incorporated herein by reference from
the December 31, 2003 10-KSB).
Certifications
31(i) 14 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002.
32(i) 15 CERTIFICATION PURSUANT TO 18 U.S.C.ss.1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002.
Other
99(i) * May 19, 2004 Stock Option Agreement between
the Company and Felix Correa granting
40,000,000 options with a floating option
price set at 75% of the market price at the
time of exercise, 20,000,000 options vest
upon signing and 10,000,000 per month
thereafter. (Incorporated by reference from
the 10-QSB for March 31, 2004 as Exhibit )
11
99(ii) * May 19, 2004 Stock Option Agreement between
the Company and Tim Hall granting 40,000,000
options with a floating option price set at
75% of the market price at the time of
exercise, 20,000,000 options vest upon
signing and 10,000,000 per month thereafter.
(Incorporated by reference from the 10-QSB
for March 31, 2004 as Exhibit )
99(iii) 17 June 21, 2004, Stock Option Agreement
between the Company and Guy Cook granting
130,000,000 options with a floating option
price set at 75% of the market price at the
time of exercise, 20,000,000 options vest
upon signing and 10,000,000 options vest per
month thereafter.
99(iv) 19 June 21, 2004, Stock Option Agreement
between the Company and Jose R. Prado
granting 80,000,000 options with a floating
option price set at 75% of the market price
at the time of exercise, 20,000,000 options
vest upon signing and 20,000,00 options vest
each month thereafter.
99(v) 21 June 21, 2004, Stock Option Agreement
between the Company and Hamlin K. Elrod
granting 60,000,000 options with a floating
option price set at 75% of the market price
at the time of exercise, all options vested
upon signing.
99(vi) 23 June 22, 2004, Employment Contract between
Hudson Consulting, Inc. and Guy Cook to
provide accounting services, preparation of
financial documents and other related
duties, providing for base compensation of
$28.00 per hour.
99(vii) 27 June 29, 2004 Employment Contract between
Hudson Consulting Group, Inc. and Alex
Bustos, an attorney, providing for base
compensation of $21.00 per hour.
99(vii) 31 June 29, 2004 Employment Contract between
Hudson Consulting Group, Inc. and Michael
Golightly, an attorney, providing for base
compensation of $25.00 per hour and allowing
for incentive bonus at a rate of up to
$10.00 per hour.
12
99(iv) 35 June 29, 2004 Employment Contract between
Hudson Consulting Group, Inc. and Sandra
Jorgensen to provide accounts payable and
receivable services, invoicing and office
manager functions, providing for base
compensation of $18.27 per hour and allowing
for incentive bonus at a rate of up to
$10.60 per hour.
99(v) 39 June 29, 2004 Employment Contract between
Hudson Consulting Group, Inc. and Jose R.
Prado to provide maintenance and janitorial
services, providing for base compensation of
$12.00 per hour and allowing for incentive
bonus at a rate of up to $3.00 per hour.
99(vi) 43 June 29, 2004 Employment Contract between
Hudson Consulting Group, Inc. and Brittany
Stevens as a para-legal and administrative
assistant, providing for base compensation
of $10.00 per hour and allowing for
incentive bonus at a rate of up to $3.00 per
hour.
99(vii) 47 June 30, 2004, Stock Option Agreement
between the Company and Elias Roussos
granting 75,000,000 options with a floating
option price set at 75% of the market price
at the time of exercise, 38,000,000 options
vest upon signing and 18,500,000 options
vest each month thereafter.
99(viii) 49 June 30, 2004, Stock Option Agreement
between the Company and Michael Golightly
granting 180,000,000 options with a floating
option price set at 75% of the market price
at the time of exercise, 15,000,000 options
vest upon signing and 15,000,000 options
vest per month thereafter.
99(ix) 51 June 30, 2004, Stock Option Agreement
between the Company and Sandra Jorgensen
granting 120,000,000 options with a floating
option price set at 75% of the market price
at the time of exercise, 10,000,000 options
vest upon signing and 10,000,000 options
vest per month thereafter.
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by Nexia.
13
Exhibit 31(i)
I, Richard Surber, certify that:
1. I have reviewed this quarterly Report on Form 10-QSB for Nexia Holdings, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report my conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 23, 2004
/s/ Richard Surber
----------------------------------------
Richard Surber the President, CEO & CFO
of Nexia Holdings, Inc.
Exhibit 32(i)
CERTIFICATION
I, Richard Surber, Chief Executive and Financial Officer of Nexia
Holdings, Inc. (the "Registrant"), do hereby certify, pursuant to 18 U.S.C.ss.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, based on my knowledge:
(1) the Quarterly Report of Form 10-QSB of the Registrant, to
which this certification is attached as an exhibit (the
"Report") fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m);
and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of the Registrant.
/s/ Richard Surber
----------------------------------------
Richard Surber
Chief Executive and Financial Officer
August 23, 2004
Exhibit 99(iii)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of June 2004 by Nexia Holdings, Inc. (the "Company") to
Guy Cook, an accountant of the Company ("Optionee") and a Utah resident.
PREMISES
A. The Company has received valuable services from Optionee in the past,
desires to retain his services for the future and desires to compensate
and provide an incentive to the Optionee by issuing Optionee an option
(the "Option") to purchase a total of One Hundred Thirty Million
(130,000,000), shares of the Company's common stock, par value $0.001,
the options will have a floating option price set at 75% of the market
price at the time of exercise, the options and shares issued subject to
the options shall be issued pursuant to a registration statement on
Form S-8 under the Securities Act of 1933 as amended ("Form S-8").
GRANT
1. Grant of Options. The Company hereby grants Optionee the right
and option ("Option") to purchase the above described One
Hundred Thirty Million (130,000,000) shares of Common Stock,
on the terms and conditions set forth herein and subject to
the provisions of the Form S-8 registration statement in
exchange for services provided by Employee to the Company,
20,000,000 options shall vest immediately upon the exercise
hereof and thereafter 10,000.000 additional options shall vest
on the 21st of each following month until all option rights
have vested in the Optionee, however Optionee shall not be
allowed to exercise any option rights that would result in
Optionee holding more than 4.9% of the total issued and
outstanding shares of the Company.
2. Term of Option. This Option may be exercised, in whole or in
part, at any time but before one (1) year has elapsed from the
date of this Option. All rights to exercise this option end
with the termination of employment with the Company, for any
reason and by any party.
3. Method of Exercising. This Option may be exercised in
accordance with all the terms and conditions set forth in this
Option and the Stock Option Plan, by delivery of a notice of
exercise a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the
number of Options along with a signed letter of instruction to
the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid
within 10 days of the sale or as otherwise specified at the
time of exercise.
4. Optionee Not an Affiliate. Optionee hereby represents,
warrants and covenants that he is not an affiliate of the
Company as that term is defined in Rule 144(a)(1) under the
Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the
Company shall reserve for issuance the number of shares of
Common Stock required to satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of
Common Stock subject to this Option shall be adjusted to take
into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock
Option Plan.
7. Limitation on Exercise. If the board of directors of the
Company, in its sole discretion, shall determine that it is
necessary or desirable to list, register, or qualify the
Common Stock under any state or federal law, this Option may
not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free
of any conditions not acceptable to the board of directors.
8. Restrictions on Transfer. The Option has not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities statutes. The shares of Common
Stock issuable on exercise of the Option will be qualified for
registration under a Form S-8 Registration Statement filed
with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the
absolute owner of this Option for all purposes. This Option is
exercisable only by the Optionee, or by the Optionee's duly
designated appointed representative. This Option is not
assignable.
10. Shareholder's Rights. The Optionee shall have shareholder
rights with respect to the Option shares only when Optionee
has exercised this Option to purchase those shares and
provided the Company with the letter of instruction specified
in Section 4 of this Option.
11. Validity and Construction. The validity and construction of
this Agreement shall be governed by the laws of the State of
Utah.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Nexia Holdings, Inc.
/s/ Guy Cook /s/ Richard Surber
----------------------- ---------------------------
Guy Cook, Optionee Richard Surber, President
Exhibit 99(iv)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of June 2004 by Nexia Holdings, Inc. (the "Company") to
Jose R. Prado, an employee of the Company ("Optionee") and a Utah resident.
PREMISES
A. The Company has received valuable services from Optionee in the past,
desires to retain his services for the future and desires to compensate
and provide an incentive to the Optionee by issuing Optionee an option
(the "Option") to purchase a total of Eighty Million (80,000,000),
shares of the Company's common stock, par value $0.001, the options
will have a floating option price set at 75% of the market price at the
time of exercise, the options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under
the Securities Act of 1933 as amended ("Form S-8").
GRANT
1. Grant of Options. The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Eight
Million (80,000,000) shares of Common Stock, on the terms and
conditions set forth herein and subject to the provisions of
the Form S-8 registration statement in exchange for services
provided by Employee to the Company, 20,000,000 options shall
vest immediately upon the exercise hereof and thereafter
20,000,000 additional options shall vest on the 5th of each
following month until all option rights have vested in the
Optionee, however Optionee shall not be allowed to exercise
any option rights that would result in Optionee holding more
than 4.9% of the total issued and outstanding shares of the
Company.
2. Term of Option. This Option may be exercised, in whole or in
part, at any time but before eight (8) months has elapsed from
the date of this Option. All rights to exercise this option
end with the termination of employment with the Company, for
any reason and by any party.
3. Method of Exercising. This Option may be exercised in
accordance with all the terms and conditions set forth in this
Option and the Stock Option Plan, by delivery of a notice of
exercise a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the
number of Options along with a signed letter of instruction to
the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid
within 10 days of the sale or as otherwise specified at the
time of exercise.
4. Optionee Not an Affiliate. Optionee hereby represents,
warrants and covenants that he is not an affiliate of the
Company as that term is defined in Rule 144(a)(1) under the
Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the
Company shall reserve for issuance the number of shares of
Common Stock required to satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of
Common Stock subject to this Option shall be adjusted to take
into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock
Option Plan.
7. Limitation on Exercise. If the board of directors of the
Company, in its sole discretion, shall determine that it is
necessary or desirable to list, register, or qualify the
Common Stock under any state or federal law, this Option may
not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free
of any conditions not acceptable to the board of directors.
8. Restrictions on Transfer. The Option has not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities statutes. The shares of Common
Stock issuable on exercise of the Option will be qualified for
registration under a Form S-8 Registration Statement filed
with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the
absolute owner of this Option for all purposes. This Option is
exercisable only by the Optionee, or by the Optionee's duly
designated appointed representative. This Option is not
assignable.
10. Shareholder's Rights. The Optionee shall have shareholder
rights with respect to the Option shares only when Optionee
has exercised this Option to purchase those shares and
provided the Company with the letter of instruction specified
in Section 4 of this Option.
11. Validity and Construction. The validity and construction of
this Agreement shall be governed by the laws of the State of
Utah.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Nexia Holdings, Inc.
/s/ Jose R. Prado /s/ Richard Surber
------------------------ ----------------------------
Jose R. Prado, Optionee Richard Surber, President
Exhibit 99(v)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of June 2004 by Nexia Holdings, Inc. (the "Company") to
Hamlin K. Elrod, an individual providing services to the Company ("Optionee")
and a Utah resident.
PREMISES
D. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing
Optionee an option (the "Option") to purchase a total of Sixty Million
(60,000,000), shares of the Company's common stock, par value $0.001,
the options will have a floating option price set at 75% of the market
price at the time of exercise, the options and shares issued subject to
the options shall be issued pursuant to a registration statement on
Form S-8 under the Securities Act of 1933 as amended ("Form S-8").
GRANT
1. Grant of Options. The Company hereby grants Optionee the right
and option ("Option") to purchase the above described Sixty
Million (60,000,000) shares of Common Stock, on the terms and
conditions set forth herein and subject to the provisions of
the Form S-8 registration statement in exchange for services
provided by Optionee to the Company, all of the options shall
vest immediately upon the execution hereof, however Optionee
shall not be allowed to exercise any option rights that would
result in Optionee holding more than 4.9% of the total issued
and outstanding shares of the Company.
2. Term of Option. This Option may be exercised, in whole or in
part, at any time but before one (1) Year has elapsed from the
date of this Option, except as limited above by vesting
rights. All rights to exercise this option end with the
termination of services with the Company, for any reason and
by any party.
3. Method of Exercising. This Option may be exercised in
accordance with all the terms and conditions set forth in this
Option, by delivery of a notice of exercise a form of which is
attached hereto as Exhibit "A" and incorporated herein by this
reference, setting forth the number of Options along with a
signed letter of instruction to the stock broker Optionee will
employ in selling the shares indicating that the specified
exercise price shall be paid within 10 days of the sale or as
otherwise specified at the time of exercise.
4. Optionee Not an Affiliate. Optionee hereby represents,
warrants and covenants that he is not an affiliate of the
Company as that term is defined in Rule 144(a)(1) under the
Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the
Company shall reserve for issuance the number of shares of
Common Stock required to satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of
Common Stock subject to this Option shall be adjusted to take
into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock
Option Plan.
7. Limitation on Exercise. If the board of directors of the
Company, in its sole discretion, shall determine that it is
necessary or desirable to list, register, or qualify the
Common Stock under any state or federal law, this Option may
not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free
of any conditions not acceptable to the board of directors.
8. Restrictions on Transfer. The Option has not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities statutes. The shares of Common
Stock issuable on exercise of the Option will be qualified for
registration under a Form S-8 Registration Statement filed
with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the
absolute owner of this Option for all purposes. This Option is
exercisable only by the Optionee, or by the Optionee's duly
designated appointed representative. This Option is not
assignable.
10. Shareholder's Rights. The Optionee shall have shareholder
rights with respect to the Option shares only when Optionee
has exercised this Option to purchase those shares and
provided the Company with the letter of instruction specified
in Section 4 of this Option.
11. Validity and Construction. The validity and construction of
this Agreement shall be governed by the laws of the State of
Utah.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Nexia Holdings, Inc.
/s/ Hamlin K. Elrod /s/ Richard Surber
--------------------------- ---------------------------
Hamlin K. Elrod, Optionee Richard Surber, President
Exhibit 99(vi)
Employment Agreement
AGREEMENT made this 22nd day of June 2004, between Hudson Consulting Group,
Inc., a Nevada corporation whose corporate headquarters are located at 268 West
400 South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Guy Cook, an individual whose address is (hereinafter referred
to as "Employee ").
Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would provide
accounting services, consulting, advise and preparation of financial documents,
including the review of documents for clients of the Company and for the Company
and its related entities. Now, therefore, it is agreed:
1. Definitions: As used in this Agreement:
(a) "Company" means Hudson Consulting Group, Inc., its successors and
assigns, and any of its present or future subsidiaries, or organizations
controlled by, controlling, or under common control with it.
(b) "Confidential Information" means any and all information disclosed
or made available to Employee or known by Employee as a direct or indirect
consequence of or through his employment by Company and not generally known in
the industry in which Company is or may become engaged, or any information
related to Company's products, processes, or services, including, but not
limited to, information relating to research, development, Plans and Inventions
(as defined below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
(c) "Plans and Inventions" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective activities of
Company, including, but not limited to, processes, methods, formulae,
techniques, devices, and any improvements to the foregoing.
(d) "Company Monthly Base Pay" means Employee's last monthly
remuneration, prior to termination of his employment with Company, before
federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits.
(e) "Conflicting Organization" means any person or organization
engaged, directly or indirectly, in the research, development, production,
marketing or selling of a Conflicting Product.
(f) "Conflicting Product" means any product, process, or service of any
person or organization, other than Company, in existence or under development,
which resembles, competes with or is marketed or offered for sale or lease to
the same or similar potential customers as a product, process, or service which
is the subject of research, development, production, marketing or selling
activities of Company.
2. Duties: The Employee shall be employed by Company and shall faithfully and to
the best of his ability perform such duties and render such services as may be
directed by Company, including, but not limited to, the following: accounting
services, to consulting, review, advise and consult regarding the preparation of
financial documents, including the review of financial and audit documents for
clients of the Company and for the Company and its related entities.
3. Compensation, Term, and Termination: As compensation for his services,
Employee shall receive the following compensation:
A base salary of Twenty Eight dollars per hour ($28 per hour), to be paid on a
bi-weekly basis, calculated on a total of 26 payments per annum, with an
incentive bonus of up to Seven dollars per hour ($7 per hour) to be granted at
the sole discretion of the President of the Company.
Payment of base salary may be in the form of cash payments, stock awards of
unrestricted stock or stock options or in other forms as agreed upon by the
parties.
The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.
Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.
This employment agreement shall continue for two (2) years from the effective
date of this agreement. The effective date of this agreement shall be June 10,
2004.
At all times, this employment contract is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right to
terminate such employment at any time in the event of default or nonperformance
by Employee of any of the provisions of this Agreement. In the event of notice
given by either party, Employee shall continue to work for Company for the full
notice period, if so requested by Company. Company reserves the right at any
time, with or without cause, to pay to Employee his full salary for any required
notice period and to terminate his employment immediately or at any time during
such notice period. If at the time of termination Employee is in receipt of
pre-paid compensation that exceeds any obligation of the Company to Employee
that sum shall be returned to the Company by the Employee. 4. Benefits, Bonuses
and Expenses: (1) Company may provide for Employee benefits as it, in the sole
discretion of Company's Board of Directors, shall deem appropriate. Such
benefits shall be provided to Employee in such a manner as shall be determined
by the Board of Directors. (2) Company may pay to Employee bonuses as it, in the
sole discretion of Company's Board of Directors, shall deem appropriate.
Employee acknowledges that Company makes no assurance that a bonus, if any, will
be awarded to Employee for any services performed during any term of this
employment contract.
5. Disclosure of Confidential Information: (a) Confidentiality. Except as
required in the performance of his duties to Company, Employee shall treat as
confidential and shall not, directly or indirectly, use, disseminate, disclose,
publish, or otherwise make available any Confidential Information or any portion
thereof. (b) Return of confidential information. Upon termination of his
employment with Company, all documents, records, notebooks, and similar
repositories containing Confidential Information, including copies thereof, then
in Employee's possession, whether prepared by him or others, shall be promptly
returned to Company. If at any time after the termination of employment Employee
determines that he has any Confidential Information in his possession or
control, he shall immediately return to Company all such Confidential
Information, including all copies and portions thereof. (c) Waiver. Unless
expressly set forth in detail in Exhibit A, Employee waives any and all rights
to claim that any discoveries, concepts, ideas, structures, processes, methods,
formulae, or techniques have been made, acquired, conceived, or reduced to
practice prior to his employment by Company and not subject to the terms and
conditions of this Agreement.
(d) Assistance with litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party after employment has terminated.
6. Binding Effect: This Agreement shall be binding upon the parties hereto and
upon their respective executors, administrators, legal representatives,
successors, and assigns.
7. Enforcement: The formation, effect, performance and construction of this
Agreement shall be governed by the laws of the State of Utah of the United
States of America.
8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has not
been paid. By executing this agreement, Employee acknowledges that he is waiving
all rights granted by prior agreements. No modification or claimed waiver of any
of the provisions hereof shall be valid unless in writing and signed by the duly
authorized representative against whom such modification or waiver is sought to
be enforced.
9. Other Rights: Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel, or otherwise upon either party any license
or other right except the licenses and rights expressly granted hereunder to
that party.
10. Acceptance: Each party hereby accepts the licenses and rights granted to it
by a party under this Agreement subject to all of the terms and conditions of
this Agreement. In witness whereof, the parties have executed this Agreement on
the day and year first above written.
Employee: Guy Cook Company: Hudson Consulting Group, Inc.
/s/ Guy Cook By: /s/ Richard Surber
------------------------ ---------------------------------
Guy Cook, Individual Richard Surber, President
Exhibit 99(vii)
Employment Agreement
AGREEMENT made this 29th day of June 2004, between Hudson Consulting Group,
Inc., a Nevada corporation whose corporate headquarters are located at 268 West
400 South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Alex Bustos, an individual whose address is Salt Lake City, Utah
(hereinafter referred to as "Employee").
Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would provide
legal services for clients of the Company and for the Company and its related
entities. Now, therefore, it is agreed: 1. Definitions: As used in this
Agreement:
(a) "Company" means Hudson Consulting Group, Inc., its successors and
assigns, and any of its present or future subsidiaries, or organizations
controlled by, controlling, or under common control with it.
(b) "Confidential Information" means any and all information disclosed
or made available to Employee or known by Employee as a direct or indirect
consequence of or through his employment by Company and not generally known in
the industry in which Company is or may become engaged, or any information
related to Company's products, processes, or services, including, but not
limited to, information relating to research, development, Plans and Inventions
(as defined below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
(c) "Plans and Inventions" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective activities of
Company, including, but not limited to, processes, methods, formulae,
techniques, devices, and any improvements to the foregoing.
(d) "Company Monthly Base Pay" means Employee's last monthly
remuneration, prior to termination of his employment with Company, before
federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits.
(e) "Conflicting Organization" means any person or organization
engaged, directly or indirectly, in the research, development, production,
marketing or selling of a Conflicting Product.
(f) "Conflicting Product" means any product, process, or service of any
person or organization, other than Company, in existence or under development,
which resembles, competes with or is marketed or offered for sale or lease to
the same or similar potential customers as a product, process, or service which
is the subject of research, development, production, marketing or selling
activities of Company.
2. Duties: The Employee shall be employed by Company and shall faithfully and to
the best of his ability perform such duties and render such services as may be
directed by Company, including, but not limited to, the following: Legal
counsel, securities law research, corporate filing construction, contract
construction, litigation research, legal opinion, merger and acquisition
diligence.
3. Compensation, Term, and Termination: As compensation for his services,
Employee shall receive the following compensation:
A base salary of Twenty One dollars per hour ($21.00 per hour), to be paid on a
bi-weekly basis, calculated on a total of 26 payments per annum, with an
incentive bonus up to Five dollars per hour ($5.00) to be granted on the sole
discretion of the President of the Company
Payment of base salary may be in the form of cash payments, stock awards of
unrestricted stock or stock options or in other forms as agreed upon by the
parties.
The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.
Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.
This employment agreement shall continue for two (2) years from the effective
date of this agreement. The effective date of this agreement shall be June 15,
2004.
At all times, this employment contract is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right to
terminate such employment at any time in the event of default or nonperformance
by Employee of any of the provisions of this Agreement. In the event of notice
given by either party, Employee shall continue to work for Company for the full
notice period, if so requested by Company. Company reserves the right at any
time, with or without cause, to pay to Employee his full salary for any required
notice period and to terminate his employment immediately or at any time during
such notice period. If at the time of termination Employee is in receipt of
pre-paid compensation that exceeds any obligation of the Company to Employee
that sum shall be returned to the Company by the Employee.
4. Benefits, Bonuses and Expenses: (1) Company may provide for Employee benefits
as it, in the sole discretion of Company's Board of Directors, shall deem
appropriate. Such benefits shall be provided to Employee in such a manner as
shall be determined by the Board of Directors. (2) Company may pay to Employee
bonuses as it, in the sole discretion of Company's Board of Directors, shall
deem appropriate. Employee acknowledges that Company makes no assurance that a
bonus, if any, will be awarded to Employee for any services performed during any
term of this employment contract.
5. Disclosure of Confidential Information:
(a) Confidentiality. Except as required in the performance of his
duties to Company, Employee shall treat as confidential and shall not, directly
or indirectly, use, disseminate, disclose, publish, or otherwise make available
any Confidential Information or any portion thereof.
(b) Return of confidential information. Upon termination of his
employment with Company, all documents, records, notebooks, and similar
repositories containing Confidential Information, including copies thereof, then
in Employee's possession, whether prepared by him or others, shall be promptly
returned to Company. If at any time after the termination of employment Employee
determines that he has any Confidential Information in his possession or
control, he shall immediately return to Company all such Confidential
Information, including all copies and portions thereof.
(c) Waiver. Unless expressly set forth in detail in Exhibit A, Employee
waives any and all rights to claim that any discoveries, concepts, ideas,
structures, processes, methods, formulae, or techniques have been made,
acquired, conceived, or reduced to practice prior to his employment by Company
and not subject to the terms and conditions of this Agreement.
(d) Assistance with litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party after employment has terminated.
6. Binding Effect: This Agreement shall be binding upon the parties hereto and
upon their respective executors, administrators, legal representatives,
successors, and assigns.
7. Enforcement: The formation, effect, performance and construction of this
Agreement shall be governed by the laws of the State of Utah of the United
States of America.
8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has not
been paid. By executing this agreement, Employee acknowledges that he is waiving
all rights granted by prior agreements. No modification or claimed waiver of any
of the provisions hereof shall be valid unless in writing and signed by the duly
authorized representative against whom such modification or waiver is sought to
be enforced.
9. Other Rights: Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel, or otherwise upon either party any license
or other right except the licenses and rights expressly granted hereunder to
that party.
10. Acceptance: Each party hereby accepts the licenses and rights granted to it
by a party under this Agreement subject to all of the terms and conditions of
this Agreement. In witness whereof, the parties have executed this Agreement on
the day and year first above written. Employee: Alex Bustos Company: Hudson
Consulting Group, Inc.
/s/ Alex Bustos By: /s/ Richard Surber
-------------------------- ----------------------------
Alex Bustos, Individual Richard Surber, President
Exhibit 99(viii)
Employment Agreement
AGREEMENT made this 29th day of June 2004, between Hudson Consulting Group,
Inc., a Nevada corporation whose corporate headquarters are located at 268 West
400 South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Michael Golightly, an individual whose address is North Salt
Lake City, Utah (hereinafter referred to as "Employee").
Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would provide
legal consulting, advise and preparation of legal documents, including the
review of non-legal documents for clients of the Company and for the Company and
its related entities. Now, therefore, it is agreed:
1. Definitions: As used in this Agreement:
(a) "Company" means Hudson Consulting Group, Inc., its successors and
assigns, and any of its present or future subsidiaries, or organizations
controlled by, controlling, or under common control with it.
(b) "Confidential Information" means any and all information disclosed
or made available to Employee or known by Employee as a direct or indirect
consequence of or through his employment by Company and not generally known in
the industry in which Company is or may become engaged, or any information
related to Company's products, processes, or services, including, but not
limited to, information relating to research, development, Plans and Inventions
(as defined below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
(c) "Plans and Inventions" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective activities of
Company, including, but not limited to, processes, methods, formulae,
techniques, devices, and any improvements to the foregoing.
(d) "Company Monthly Base Pay" means Employee's last monthly
remuneration, prior to termination of his employment with Company, before
federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits.
(e) "Conflicting Organization" means any person or organization
engaged, directly or indirectly, in the research, development, production,
marketing or selling of a Conflicting Product.
(f) "Conflicting Product" means any product, process, or service of any
person or organization, other than Company, in existence or under development,
which resembles, competes with or is marketed or offered for sale or lease to
the same or similar potential customers as a product, process, or service which
is the subject of research, development, production, marketing or selling
activities of Company.
2. Duties: The Employee shall be employed by Company and shall faithfully and to
the best of his ability perform such duties and render such services as may be
directed by Company, including, but not limited to, the following: legal
consulting, review, advise and consult regarding the preparation of legal
documents, including the review of non-legal documents for clients of the
Company and for the Company and its related entities.
3. Compensation, Term, and Termination: As compensation for his services,
Employee shall receive the following compensation:
A base salary of Twenty Five dollars per hour ($25.00 per hour), to be paid on a
bi-weekly basis, calculated on a total of 26 payments per annum, with an
incentive bonus up to Ten dollars per hour ($10.00) to be granted on the sole
discretion of the President of the Company
Payment of base salary may be in the form of cash payments, stock awards of
unrestricted stock or stock options or in other forms as agreed upon by the
parties.
The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.
Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.
This employment agreement shall continue for two (2) years from the effective
date of this agreement. The effective date of this agreement shall be January
1,2004
At all times, this employment contract is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right to
terminate such employment at any time in the event of default or nonperformance
by Employee of any of the provisions of this Agreement. In the event of notice
given by either party, Employee shall continue to work for Company for the full
notice period, if so requested by Company. Company reserves the right at any
time, with or without cause, to pay to Employee his full salary for any required
notice period and to terminate his employment immediately or at any time during
such notice period. . If at the time of termination Employee is in receipt of
pre-paid compensation that exceeds any obligation of the Company to Employee
that sum shall be returned to the Company by the Employee.
4. Benefits, Bonuses and Expenses: (1) Company may provide for Employee benefits
as it, in the sole discretion of Company's Board of Directors, shall deem
appropriate. Such benefits shall be provided to Employee in such a manner as
shall be determined by the Board of Directors. (2) Company may pay to Employee
bonuses as it, in the sole discretion of Company's Board of Directors, shall
deem appropriate. Employee acknowledges that Company makes no assurance that a
bonus, if any, will be awarded to Employee for any services performed during any
term of this employment contract.
5. Disclosure of Confidential Information:
(a) Confidentiality. Except as required in the performance of his
duties to Company, Employee shall treat as confidential and shall not, directly
or indirectly, use, disseminate, disclose, publish, or otherwise make available
any Confidential Information or any portion thereof.
(b) Return of confidential information. Upon termination of his
employment with Company, all documents, records, notebooks, and similar
repositories containing Confidential Information, including copies thereof, then
in Employee's possession, whether prepared by him or others, shall be promptly
returned to Company. If at any time after the termination of employment Employee
determines that he has any Confidential Information in his possession or
control, he shall immediately return to Company all such Confidential
Information, including all copies and portions thereof.
(c) Waiver. Unless expressly set forth in detail in Exhibit A, Employee
waives any and all rights to claim that any discoveries, concepts, ideas,
structures, processes, methods, formulae, or techniques have been made,
acquired, conceived, or reduced to practice prior to his employment by Company
and not subject to the terms and conditions of this Agreement.
(d) Assistance with litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party after employment has terminated.
6. Binding Effect: This Agreement shall be binding upon the parties hereto and
upon their respective executors, administrators, legal representatives,
successors, and assigns.
7. Enforcement: The formation, effect, performance and construction of this
Agreement shall be governed by the laws of the State of Utah of the United
States of America.
8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has not
been paid. By executing this agreement, Employee acknowledges that he is waiving
all rights granted by prior agreements. No modification or claimed waiver of any
of the provisions hereof shall be valid unless in writing and signed by the duly
authorized representative against whom such modification or waiver is sought to
be enforced.
9. Other Rights: Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel, or otherwise upon either party any license
or other right except the licenses and rights expressly granted hereunder to
that party.
10. Acceptance: Each party hereby accepts the licenses and rights granted to it
by a party under this Agreement subject to all of the terms and conditions of
this Agreement. In witness whereof, the parties have executed this Agreement on
the day and year first above written. Employee: Michael Golightly Company:
Hudson Consulting Group, Inc.
/s/ Michael Golightly By: /s/ Richard Surber
------------------------------- ---------------------------
Michael Golightly, Individual Richard Surber, President
Exhibit 99(ix)
Employment Agreement
AGREEMENT made this 29th day of June 2004, between Hudson Consulting Group,
Inc., a Nevada corporation whose corporate headquarters are located at 268 West
400 South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Sandra Jorgensen, an individual whose address is Salt Lake City,
Utah (hereinafter referred to as "Employee").
Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would provide
accounts payable and accounts receivable services as well as administrative
services for clients of the Company and for the Company and its related
entities. Now, therefore, it is agreed:
1. Definitions: As used in this Agreement:
(a) "Company" means Hudson Consulting Group, Inc., its successors and
assigns, and any of its present or future subsidiaries, or organizations
controlled by, controlling, or under common control with it.
(b) "Confidential Information" means any and all information disclosed
or made available to Employee or known by Employee as a direct or indirect
consequence of or through his employment by Company and not generally known in
the industry in which Company is or may become engaged, or any information
related to Company's products, processes, or services, including, but not
limited to, information relating to research, development, Plans and Inventions
(as defined below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
(c) "Plans and Inventions" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective activities of
Company, including, but not limited to, processes, methods, formulae,
techniques, devices, and any improvements to the foregoing.
(d) "Company Monthly Base Pay" means Employee's last monthly
remuneration, prior to termination of his employment with Company, before
federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits.
(e) "Conflicting Organization" means any person or organization
engaged, directly or indirectly, in the research, development, production,
marketing or selling of a Conflicting Product.
(f) "Conflicting Product" means any product, process, or service of any
person or organization, other than Company, in existence or under development,
which resembles, competes with or is marketed or offered for sale or lease to
the same or similar potential customers as a product, process, or service which
is the subject of research, development, production, marketing or selling
activities of Company.
2. Duties: The Employee shall be employed by Company and shall
faithfully and to the best of his ability perform such duties and render such
services as may be directed by Company, including, but not limited to, the
following:
Accounts Receivable: copy all deposits, record in accounting system and take
deposits to bank; Account Payable: pay invoices, attach copy of check to paid
invoices and file documents. Other duties include resolving any problems with
invoices and vendors.
Open and sort mail, stamp and date invoices, invoice tenants for rental
properties, pay mortgages, update property and expense balance sheets, and post
rental income. Maintain Corporate and Option Book: Followup on resolutions and
agreements. Administrative Duties as required including typing correspondence
and corporate agreements.
3. Compensation, Term, and Termination: As compensation for his services,
Employee shall receive the following compensation:
A base salary of Eighteen Dollars and 27cents per hour ($18.27 per hour), to be
paid on a bi-weekly basis, calculated on a total of 26 payments per annum, with
an incentive bonus of up to Ten dollars and Sixty cents per hour ($10.60) to be
granted at the sole discretion of the President of the Company.
Payment of base salary may be in the form of cash payments, stock awards of
unrestricted stock or stock options or in other forms as agreed upon by the
parties.
The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.
Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.
This employment agreement shall continue for two (2) years from the effective
date of this agreement. The effective date of this agreement shall be January 1,
2004.
At all times, this employment contract is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right to
terminate such employment at any time in the event of default or nonperformance
by Employee of any of the provisions of this Agreement. In the event of notice
given by either party, Employee shall continue to work for Company for the full
notice period, if so requested by Company. Company reserves the right at any
time, with or without cause, to pay to Employee his full salary for any required
notice period and to terminate his employment immediately or at any time during
such notice period. . If at the time of termination Employee is in receipt of
pre-paid compensation that exceeds any obligation of the Company to Employee
that sum shall be returned to the Company by the Employee.
4. Benefits, Bonuses and Expenses: (1) Company may provide for Employee benefits
as it, in the sole discretion of Company's Board of Directors, shall deem
appropriate. Such benefits shall be provided to Employee in such a manner as
shall be determined by the Board of Directors. (2) Company may pay to Employee
bonuses as it, in the sole discretion of Company's Board of Directors, shall
deem appropriate. Employee acknowledges that Company makes no assurance that a
bonus, if any, will be awarded to Employee for any services performed during any
term of this employment contract.
5. Disclosure of Confidential Information:
(a) Confidentiality. Except as required in the performance of his
duties to Company, Employee shall treat as confidential and shall not, directly
or indirectly, use, disseminate, disclose, publish, or otherwise make available
any Confidential Information or any portion thereof.
(b) Return of confidential information. Upon termination of his
employment with Company, all documents, records, notebooks, and similar
repositories containing Confidential Information, including copies thereof, then
in Employee's possession, whether prepared by him or others, shall be promptly
returned to Company. If at any time after the termination of employment Employee
determines that he has any Confidential Information in his possession or
control, he shall immediately return to Company all such Confidential
Information, including all copies and portions thereof.
(c) Waiver. Unless expressly set forth in detail in Exhibit A, Employee
waives any and all rights to claim that any discoveries, concepts, ideas,
structures, processes, methods, formulae, or techniques have been made,
acquired, conceived, or reduced to practice prior to his employment by Company
and not subject to the terms and conditions of this Agreement.
(d) Assistance with litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party after employment has terminated.
6. Binding Effect: This Agreement shall be binding upon the parties hereto and
upon their respective executors, administrators, legal representatives,
successors, and assigns.
7. Enforcement: The formation, effect, performance and construction of this
Agreement shall be governed by the laws of the State of Utah of the United
States of America.
8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has not
been paid. By executing this agreement, Employee acknowledges that he is waiving
all rights granted by prior agreements. No modification or claimed waiver of any
of the provisions hereof shall be valid unless in writing and signed by the duly
authorized representative against whom such modification or waiver is sought to
be enforced.
9. Other Rights: Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel, or otherwise upon either party any license
or other right except the licenses and rights expressly granted hereunder to
that party.
10. Acceptance: Each party hereby accepts the licenses and rights granted to it
by a party under this Agreement subject to all of the terms and conditions of
this Agreement. In witness whereof, the parties have executed this Agreement on
the day and year first above written. Employee: Sandra Jorgensen Company: Hudson
Consulting Group, Inc.
By /s/ Sandra Jorgensen By: /s/ Richard Surber
---------------------------- ----------------------------
Sandra Jorgensen, Individual Richard Surber, President
Exhibit 99(x)
Employment Agreement
AGREEMENT effective as of June 29th 2004, between Hudson Consulting Group, Inc.,
a Nevada corporation whose corporate headquarters are located at 268 West 400
South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Jose Raphael Prado, an individual whose address is 1232 West 500
South Salt Lake City, UT 84104 (hereinafter referred to as "Employee").
Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would provide
Janitorial and Maintenance Services for clients of the Company and for the
Company and its related entities. Now, therefore, it is agreed:
1. Definitions: As used in this Agreement:
(a) "Company" means Hudson Consulting Group, Inc., its successors and
assigns, and any of its present or future subsidiaries, or organizations
controlled by, controlling, or under common control with it.
(b) "Confidential Information" means any and all information disclosed
or made available to Employee or known by Employee as a direct or indirect
consequence of or through his employment by Company and not generally known in
the industry in which Company is or may become engaged, or any information
related to Company's products, processes, or services, including, but not
limited to, information relating to research, development, Plans and Inventions
(as defined below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
(c) "Plans and Inventions" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective activities of
Company, including, but not limited to, processes, methods, formulae,
techniques, devices, and any improvements to the foregoing.
(d) "Company Monthly Base Pay" means Employee's last monthly
remuneration, prior to termination of his employment with Company, before
federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits.
(e) "Conflicting Organization" means any person or organization
engaged, directly or indirectly, in the research, development, production,
marketing or selling of a Conflicting Product.
(f) "Conflicting Product" means any product, process, or service of any
person or organization, other than Company, in existence or under development,
which resembles, competes with or is marketed or offered for sale or lease to
the same or similar potential customers as a product, process, or service which
is the subject of research, development, production, marketing or selling
activities of Company.
2. Duties: The Employee shall be employed by Company and shall faithfully and to
the best of his ability perform such duties and render such services as may be
directed by Company, including, but not limited to, the following: Maintenance
and Janitorial Services including cleaning and maintaining the interiors and
exteriors of all the rental properties and other duties as assigned.
3. Compensation, Term, and Termination: As compensation for his services,
Employee shall receive the following compensation:
A base salary of Twelve dollars per hour ($12.00 per hour), to be paid on a
bi-weekly basis, calculated on a total of 26 payments per annum, with an
incentive bonus of up to Three dollars per hour ($3.00) to be granted at the
sole discretion of the President of the Company.
Payment of base salary may be in the form of cash payments, stock awards of
unrestricted stock or stock options or in other forms as agreed upon by the
parties.
The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.
Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.
This employment agreement shall continue for two (2) years from the effective
date of this agreement. The effective date of this agreement shall be January 1,
2004.
At all times, this employment contract is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right to
terminate such employment at any time in the event of default or nonperformance
by Employee of any of the provisions of this Agreement. In the event of notice
given by either party, Employee shall continue to work for Company for the full
notice period, if so requested by Company. Company reserves the right at any
time, with or without cause, to pay to Employee his full salary for any required
notice period and to terminate his employment immediately or at any time during
such notice period. If at the time of termination Employee is in receipt of
pre-paid compensation that exceeds any obligation of the Company to Employee
that sum shall be returned to the Company by the Employee. If at the time of
termination Employee is in receipt of pre-paid compensation that exceeds any
obligation of the Company to Employee that sum shall be returned to the Company
by the Employee.
4. Benefits, Bonuses and Expenses: (1) Company may provide for Employee benefits
as it, in the sole discretion of Company's Board of Directors, shall deem
appropriate. Such benefits shall be provided to Employee in such a manner as
shall be determined by the Board of Directors. (2) Company may pay to Employee
bonuses as it, in the sole discretion of Company's Board of Directors, shall
deem appropriate. Employee acknowledges that Company makes no assurance that a
bonus, if any, will be awarded to Employee for any services performed during any
term of this employment contract.
5. Disclosure of Confidential Information:
(a) Confidentiality. Except as required in the performance of his
duties to Company, Employee shall treat as confidential and shall not, directly
or indirectly, use, disseminate, disclose, publish, or otherwise make available
any Confidential Information or any portion thereof.
(b) Return of confidential information. Upon termination of his
employment with Company, all documents, records, notebooks, and similar
repositories containing Confidential Information, including copies thereof, then
in Employee's possession, whether prepared by him or others, shall be promptly
returned to Company. If at any time after the termination of employment Employee
determines that he has any Confidential Information in his possession or
control, he shall immediately return to Company all such Confidential
Information, including all copies and portions thereof.
(c) Waiver. Unless expressly set forth in detail in Exhibit A, Employee
waives any and all rights to claim that any discoveries, concepts, ideas,
structures, processes, methods, formulae, or techniques have been made,
acquired, conceived, or reduced to practice prior to his employment by Company
and not subject to the terms and conditions of this Agreement.
(d) Assistance with litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party after employment has terminated.
6. Binding Effect: This Agreement shall be binding upon the parties hereto and
upon their respective executors, administrators, legal representatives,
successors, and assigns.
7. Enforcement: The formation, effect, performance and construction of
this Agreement shall be governed by the laws of the State of Utah of the United
States of America.
8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has not
been paid. By executing this agreement, Employee acknowledges that he is waiving
all rights granted by prior agreements. No modification or claimed waiver of any
of the provisions hereof shall be valid unless in writing and signed by the duly
authorized representative against whom such modification or waiver is sought to
be enforced.
9. Other Rights: Nothing contained in this Agreement shall be construed
as conferring by implication, estoppel, or otherwise upon either party any
license or other right except the licenses and rights expressly granted
hereunder to that party.
10. Acceptance:
Each party hereby accepts the licenses and rights granted to it by a party under
this Agreement subject to all of the terms and conditions of this Agreement. In
witness whereof, the parties have executed this Agreement on the day and year
first above written.
Employee: Jose Raphael Prado Company: Hudson Consulting Group, Inc.
By /s/ Jose R. Prado By: /s/ Richard Surber
------------------------------- ----------------------------
Jose Raphael Prado, Individual Richard Surber, President
Exhibit 99(xi)
Employment Agreement
AGREEMENT made this 29th day of June 2004, between Hudson Consulting Group,
Inc., a Nevada corporation whose corporate headquarters are located at 268 West
400 South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Brittany K. Stevens, an individual whose address is Salt Lake
City, UT (hereinafter referred to as "Employee").
Employee has been, and desires to continue to be, employed by Company and
Company desires to employ Employee in a capacity in which Employee would provide
to the Company, paralegal services, time and billing statements for clients and
advisors, filing systems and maintenance for the Company and its clients and
other duties as assigned by management of the Company and its related entities.
Now, therefore, it is agreed:
1. Definitions: As used in this Agreement:
(a) "Company" means Hudson Consulting Group, Inc., its successors and
assigns, and any of its present or future subsidiaries, or organizations
controlled by, controlling, or under common control with it.
(b) "Confidential Information" means any and all information disclosed
or made available to Employee or known by Employee as a direct or indirect
consequence of or through his employment by Company and not generally known in
the industry in which Company is or may become engaged, or any information
related to Company's products, processes, or services, including, but not
limited to, information relating to research, development, Plans and Inventions
(as defined below), manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
(c) "Plans and Inventions" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective activities of
Company, including, but not limited to, processes, methods, formulae,
techniques, devices, and any improvements to the foregoing.
(d) "Company Monthly Base Pay" means Employee's last monthly
remuneration, prior to termination of his employment with Company, before
federal, state, and local taxes and other withholding, but exclusive of extra
compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits.
(e) "Conflicting Organization" means any person or organization
engaged, directly or indirectly, in the research, development, production,
marketing or selling of a Conflicting Product.
(f) "Conflicting Product" means any product, process, or service of any
person or organization, other than Company, in existence or under development,
which resembles, competes with or is marketed or offered for sale or lease to
the same or similar potential customers as a product, process, or service which
is the subject of research, development, production, marketing or selling
activities of Company.
2. Duties: The Employee shall be employed by Company and shall faithfully and to
the best of her ability perform such duties and render such services as may be
directed by Company, including, but not limited to, the following: paralegal
services, time and billing statements for clients and advisors, filing systems
and maintenance for the Company and its clients and other duties as assigned by
management of the Company and its related entities.
3. Compensation, Term, and Termination: As compensation for her services,
Employee shall receive the following compensation:
A base compensation of Ten dollars per hour ($10.00 per hour), to be paid on a
bi-weekly basis, calculated on a total of 26 payments per annum, with a
incentive bonus of up to Three dollars per hour ($3.00) to be granted at the
sole discretion of the President of the Company.
Payment of base compensation may be in the form of cash payments, stock awards
of unrestricted stock or stock options or in other forms as agreed upon by the
parties.
The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.
Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.
This employment agreement shall continue for one (1) year from the effective
date of this agreement. The effective date of this agreement shall be March 25,
2004.
At all times, this employment contract, is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right to
terminate such employment at any time in the event of default or nonperformance
by Employee of any of the provisions of this Agreement. In the event of notice
given by either party, Employee shall continue to work for Company for the full
notice period, if so requested by Company. Company reserves the right at any
time, with or without cause, to pay to Employee her full salary for any required
notice period and to terminate her employment immediately or at any time during
such notice period. If at the time of termination Employee is in receipt of
pre-paid compensation that exceeds any obligation of the Company to Employee
that sum shall be returned to the Company by the Employee.
4. Benefits, Bonuses and Expenses: (1) Company may provide for Employee benefits
as it, in the sole discretion of Company's Board of Directors, shall deem
appropriate. Such benefits shall be provided to Employee in such a manner as
shall be determined by the Board of Directors. (2) Company may pay to Employee
bonuses as it, in the sole discretion of Company's Board of Directors, shall
deem appropriate. Employee acknowledges that Company makes no assurance that a
bonus, if any, will be awarded to Employee for any services performed during any
term of this employment contract.
5. Disclosure of Confidential Information:
(a) Confidentiality. Except as required in the performance of her
duties to Company, Employee shall treat as confidential and shall not, directly
or indirectly, use, disseminate, disclose, publish, or otherwise make available
any Confidential Information or any portion thereof.
(b) Return of confidential information. Upon termination of her
employment with Company, all documents, records, notebooks, and similar
repositories containing Confidential Information, including copies thereof, then
in Employee's possession, whether prepared by her or others, shall be promptly
returned to Company. If at any time after the termination of employment Employee
determines that she has any Confidential Information in her possession or
control, she shall immediately return to Company all such Confidential
Information, including all copies and portions thereof.
(c) Waiver. Unless expressly set forth in detail in Exhibit A, Employee
waives any and all rights to claim that any discoveries, concepts, ideas,
structures, processes, methods, formulae, or techniques have been made,
acquired, conceived, or reduced to practice prior to her employment by Company
and not subject to the terms and conditions of this Agreement.
(d) Assistance with litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party after employment has terminated.
6. Binding Effect: This Agreement shall be binding upon the parties hereto and
upon their respective executors, administrators, legal representatives,
successors, and assigns.
7. Enforcement: The formation, effect, performance and construction of this
Agreement shall be governed by the laws of the State of Utah of the United
States of America.
8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has not
been paid. By executing this agreement, Employee acknowledges that she is
waiving all rights granted by prior agreements. No modification or claimed
waiver of any of the provisions hereof shall be valid unless in writing and
signed by the duly authorized representative against whom such modification or
waiver is sought to be enforced.
9. Other Rights: Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel, or otherwise upon either party any license
or other right except the licenses and rights expressly granted hereunder to
that party.
10. Acceptance: Each party hereby accepts the licenses and rights granted to it
by a party under this Agreement subject to all of the terms and conditions of
this Agreement. In witness whereof, the parties have executed this Agreement on
the day and year first above written.
Employee: Brittany K. Stevens Company: Hudson Consulting Group, Inc.
/s/ Brittany K. Stevens By: /s/ Richard Surber
--------------------------------- --------------------------
Brittany K. Stevens, Individual Richard Surber, President
Exhibit 99(xii)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 30th day of June 2004 by Nexia Holdings, Inc. (the "Company") to
Elias Roussos, an individual providing services to the Company ("Optionee") and
a Utah resident.
PREMISES
The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Seventy Five Million (75,000,000),
shares of the Company's common stock, par value $0.001, the options will have a
floating option price set at 75% of the market price at the time of exercise,
the options and shares issued subject to the options shall be issued pursuant to
a registration statement on Form S-8 under the Securities Act of 1933 as amended
("Form S-8").
GRANT
1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described Seventy Five Million
(75,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration statement in
exchange for services provided by Optionee to the Company, 38,000,000 options
shall vest immediately upon the execution hereof and thereafter 18,500,000
additional options shall vest on the 30th day of July 2004 and 18,500,000
additional options shall vest on the 30th day of August 2004 hereof, however
Optionee shall not be allowed to exercise any option rights that would result in
Optionee holding more than 4.9% of the total issued and outstanding shares of
the Company.
2. Term of Option. This Option may be exercised, in whole or in part,
at any time but before one (1) Year has elapsed from the date of this Option,
except as limited above by vesting rights. All rights to exercise this option
end with the termination of services with the Company, for any reason and by any
party.
3. Method of Exercising. This Option may be exercised in accordance
with all the terms and conditions set forth in this Option, by delivery of a
notice of exercise a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the number of Options along
with a signed letter of instruction to the stock broker Optionee will employ in
selling the shares indicating that the specified exercise price shall be paid
within 10 days of the sale or as otherwise specified at the time of exercise.
4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined in
Rule 144(a)(1) under the Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of Common
Stock subject to this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided in the
Stock Option Plan.
7. Limitation on Exercise. If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to list,
register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing, registration,
or qualification shall have been obtained free of any conditions not acceptable
to the board of directors.
8. Restrictions on Transfer. The Option has not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of the
Option will be qualified for registration under a Form S-8 Registration
Statement filed with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the absolute
owner of this Option for all purposes. This Option is exercisable only by the
Optionee, or by the Optionee's duly designated appointed representative. This
Option is not assignable.
10. Shareholder's Rights. The Optionee shall have shareholder rights
with respect to the Option shares only when Optionee has exercised this Option
to purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.
11. Validity and Construction. The validity and construction of this
Agreement shall be governed by the laws of the State of Utah.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Nexia Holdings, Inc.
/s/ Elias Roussos /s/ Richard Surber
--------------------------- ---------------------------
Elias Roussos, Optionee Richard Surber, President
Exhibit 99(xiii)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 30th day of June 2004 by Nexia Holdings, Inc. (the "Company") to
Michael Golightly, an employee of the Company ("Optionee") and a Utah resident.
PREMISES
A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing
Optionee an option (the "Option") to purchase a total of One Hundred
Eighty Million (180,000,000), shares of the Company's common stock, par
value $0.001, the options will have a floating option price set at 75%
of the market price at the time of exercise, the options and shares
issued subject to the options shall be issued pursuant to a
registration statement on Form S-8 under the Securities Act of 1933 as
amended ("Form S-8").
GRANT
1. Grant of Options. The Company hereby grants Optionee the right
and option ("Option") to purchase the above described One
Hundred Eighty Million (180,000,000) shares of Common Stock,
on the terms and conditions set forth herein and subject to
the provisions of the Form S-8 registration statement in
exchange for services provided by Employee to the Company,
15,000,000 options shall vest immediately upon the exercise
hereof and thereafter 15,000,000 additional options shall vest
on the 30th day of each month hereafter until all option
rights have vested in the Optionee, however Optionee shall not
be allowed to exercise any option rights that would result in
Optionee holding more than 4.9% of the total issued and
outstanding shares of the Company.
2. Term of Option. This Option may be exercised, in whole or in
part, at any time but before two (2) Years have elapsed from
the date of this Option. All rights to exercise this option
end with the termination of employment with the Company, for
any reason and by any party.
3. Method of Exercising. This Option may be exercised in
accordance with all the terms and conditions set forth in this
Option and the Stock Option Plan, by delivery of a notice of
exercise a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the
number of Options along with a signed letter of instruction to
the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid
within 10 days of the sale or as otherwise specified at the
time of exercise.
4. Optionee Not an Affiliate. Optionee hereby represents,
warrants and covenants that he is not an affiliate of the
Company as that term is defined in Rule 144(a)(1) under the
Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the
Company shall reserve for issuance the number of shares of
Common Stock required to satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of
Common Stock subject to this Option shall be adjusted to take
into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock
Option Plan.
7. Limitation on Exercise. If the board of directors of the
Company, in its sole discretion, shall determine that it is
necessary or desirable to list, register, or qualify the
Common Stock under any state or federal law, this Option may
not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free
of any conditions not acceptable to the board of directors.
8. Restrictions on Transfer. The Option has not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities statutes. The shares of Common
Stock issuable on exercise of the Option will be qualified for
registration under a Form S-8 Registration Statement filed
with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the
absolute owner of this Option for all purposes. This Option is
exercisable only by the Optionee, or by the Optionee's duly
designated appointed representative. This Option is not
assignable.
10. Shareholder's Rights. The Optionee shall have shareholder
rights with respect to the Option shares only when Optionee
has exercised this Option to purchase those shares and
provided the Company with the letter of instruction specified
in Section 4 of this Option.
11. Validity and Construction. The validity and construction of
this Agreement shall be governed by the laws of the State of
Utah.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Nexia Holdings, Inc.
/s/ Michael Golightly /s/ Richard Surber
--------------------------------- -----------------------------
Michael Golightly, Optionee Richard Surber, President
Exhibit 99(xiv)
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 30th day of June 2004 by Nexia Holdings, Inc. (the "Company") to
Sandra Jorgensen, a consultant of the Company ("Optionee") and a Utah resident.
PREMISES
A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing
Optionee an option (the "Option") to purchase a total of One Hundred
Twenty Million (120,000,000), shares of the Company's common stock, par
value $0.001, the options will have a floating option price set at 75%
of the market price at the time of exercise, the options and shares
issued subject to the options shall be issued pursuant to a
registration statement on Form S-8 under the Securities Act of 1933 as
amended ("Form S-8").
GRANT
1. Grant of Options. The Company hereby grants Optionee the right
and option ("Option") to purchase the above described One
Hundred Twenty Million (120,000,000), shares of Common Stock,
on the terms and conditions set forth herein and subject to
the provisions of the Form S-8 registration statement in
exchange for services provided by Employee to the Company,
10,000,000 options shall vest immediately upon the exercise
hereof and thereafter 10,000,000 additional options shall vest
on the 30th day of each month hereafter until all option
rights have vested in the Optionee, however Optionee shall not
be allowed to exercise any option rights that would result in
Optionee holding more than 4.9% of the total issued and
outstanding shares of the Company.
2. Term of Option. This Option may be exercised, in whole or in
part, at any time but before one (1) Year has elapsed from the
date of this Option. All rights to exercise this option end
with the termination of employment with the Company, for any
reason and by any party.
3. Method of Exercising. This Option may be exercised in
accordance with all the terms and conditions set forth in this
Option and the Stock Option Plan, by delivery of a notice of
exercise a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the
number of Options along with a signed letter of instruction to
the stock broker Optionee will employ in selling the shares
indicating that the specified exercise price shall be paid
within 10 days of the sale or as otherwise specified at the
time of exercise.
4. Optionee Not an Affiliate. Optionee hereby represents,
warrants and covenants that it is not an affiliate of the
Company as that term is defined in Rule 144(a)(1) under the
Securities Act of 1933.
5. Availability of Shares. During the term of this Option, the
Company shall reserve for issuance the number of shares of
Common Stock required to satisfy this Option.
6. Adjustments to Number of Shares. The number of shares of
Common Stock subject to this Option shall be adjusted to take
into account any stock splits, stock dividends,
recapitalization of the Common Stock as provided in the Stock
Option Plan.
7. Limitation on Exercise. If the board of directors of the
Company, in its sole discretion, shall determine that it is
necessary or desirable to list, register, or qualify the
Common Stock under any state or federal law, this Option may
not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free
of any conditions not acceptable to the board of directors.
8. Restrictions on Transfer. The Option has not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities statutes. The shares of Common
Stock issuable on exercise of the Option will be qualified for
registration under a Form S-8 Registration Statement filed
with the Securities and Exchange Commission.
9. Record Owner. The Company may deem the Optionee as the
absolute owner of this Option for all purposes. This Option is
exercisable only by the Optionee, or by the Optionee's duly
designated appointed representative. This Option is not
assignable.
10. Shareholder's Rights. The Optionee shall have shareholder
rights with respect to the Option shares only when Optionee
has exercised this Option to purchase those shares and
provided the Company with the letter of instruction specified
in Section 4 of this Option.
11. Validity and Construction. The validity and construction of
this Agreement shall be governed by the laws of the State of
Utah.
IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.
OPTIONEE Nexia Holdings, Inc.
/s/ Sandra Jorgensen /s/ Richard Surber
-------------------------------- ---------------------------
Sandra Jorgensen, Optionee Richard Surber, President