form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934
ACT REPORTING REQUIREMENTS
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date
of Event: October 29, 2007
(date
of earliest event reported)
NEXIA
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
|
033-22128D
(Commission
File Number)
|
84-1062062
(IRS
Employer Identification Number)
|
59
West 100 South, Suite 200, 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
October 29, 2007, Diversified Holdings I, Inc. (DHI), a subsidiary of the
Company, entered into an agreement with Marshall Holdings International, Inc.
(MHII) to settle and satisfy all obligations of MHII to the Company and all
claims that arose from a legal action filed on October 6, 2004 in Salt Lake
County, Utah. In exchange for releasing all obligations alleged in
the lawsuit, the Company will receive a total of One Billion Five
Hundred Million shares of the Common Stock of MHII. The agreement
provides that the Company shall receive Two Hundred Million (200,000,000) shares
within five days of the execution of the agreement and the balance to be
delivered as agreed upon by the parties. The parties agreed and
stipulated that the shares represent the settlement of claims that have existed
for a period of time exceeding 30 months and that as such the holding or at
risk
period as set forth in Rule 144(d) and (k) of the Securities Act of 1933 have
been meet for the shares issued pursuant to the terms of the Settlement
Agreement.
If
DHI is
able to net $150,000 from the initial issuance of Two Hundred Million
(200,000,000) shares, MHII will then have substantial discretion as to when
to
issue the remaining shares under the terms of the Settlement
Agreement. DHI and its affiliates at no time will be entitled
to hold more then 4.9% of MHII’s total issued and outstanding
shares. DHI anticipates having to use a significant portion of its
shares for promotional services in order to liquidate its position due to the
illiquid nature and low price of MHII. All expenses and commissions
that DHI incurs as a result of selling the initial 200,000,000 shares will
not
count towards the $150,000. Nexia does not anticipate the net value
of this settlement to exceed the value of its claim against MHII. The
total claim including attorneys and other fees is estimated to be
$350,000. The low trading price, illiquidity, MHII’s “going concern”
opinion letter expressed by MHII’s auditors and other factors contribute to this
conclusion.
Nonetheless,
MHII’s revenues appear to have significantly increased in 2007 and there appears
to be positive and forward looking plans for MHII which is part of the basis
for
forming the opinion that the settlement is a fair settlement of DHI’s
claims.
ITEM
9.01 Financial Statements and Exhibits
The
following exhibits are included as part of this report:
|
Exhibit
No.
|
Page
No.
|
Description |
| |
|
|
|
10
|
3
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated
this 30 day of October,
2007.
Nexia
Holdings, Inc.
/s/ Richard
Surber
Richard
Surber, President