NEXH 8-K 06/05/2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
of
the
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Event: June 5, 2006
Nexia
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or
other jurisdiction of incorporation or organization)
|
33-2128-D
(Commission
File Number)
|
84-1062062
(IRS
Employer Identification Number)
|
c/o
Richard Surber, President
59
West 100 South, Second Floor, Salt Lake City, Utah
84101
(Address
of principal executive offices)
(801)
575-8073
(Registrant's
telephone number, including area code)
ITEM
1.01 Entry
into a Material Definitive Agreement
On
June
1, 2006, Diversified Holdings I, Inc. a subsidiary of Nexia Holdings, Inc.
(Nexia) entered into a Settlement Agreement and Release (Agreement) with
Diversified Financial Resources Corporation (hereafter “DVFN”) for the
settlement of all claims arising from the Stock Purchase Agreement dated June
30, 2003 under which DVFN was obligated to pay to DHI the sum of $1,000,000,
the
balance of that sum owed to DHI had been written off as unlikely to be collected
and thus does not appear as a receivable on the books of Nexia as of December
31, 2005. In the Agreement DVFN agrees to deliver to DHI Twenty Five million
(25,000,000) shares of DVFN common stock without a restrictive legend and Nine
Hundred Thirty Seven Thousand Five Hundred (937,500) shares of restricted common
stock of DVFN. The closing market price of shares of DVFN on June 5, 2006 was
$0.11. DHI is expecting the delivery of the shares provided for by the agreement
on or before June 6, 2006. DHI has retained legal counsel to write an opinion
(which has been received) on the right of DHI to receive the settlement shares
without a restrictive legend as payment of the obligations created and that
existed under the June 30, 2003 Stock Purchase Agreement.
The
parties stipulated that the Agreement would release and settle all claims
between the parties as of the date of the Agreement and completely resolves
and
discharges any obligations between the parties as of the performance and
delivery of the shares provided for by the terms of the Agreement.
|
EXHIBIT
|
PAGE
|
|
|
NO.
|
NO.
|
DESCRIPTION
|
|
|
|
|
|
10
|
3
|
|
|
|
|
|
|
99
|
5
|
|
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| |
Nexia
Holdings, Inc. |
|
|
|
| Date: June
7, 2006 |
By: |
/s/ Richard
Surber |
| |
Richard Surber
CEO, CFO, President and Director
|