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Nexia Sells Majority-Owned Subsidiary for $2.65 Million.


Business Editors/Real Estate Writers

SALT LAKE CITY--(BUSINESS WIRE)--July 8, 2003

Nexia Holdings Nexia Holdings is a microcap publicly traded holding company on the OTC Bulletin Board, with the stock symbol NEXA, in the United States. Nexia operates through several subsidiaries, including Gold Fusion Laboratories which owns the retail chain and clothing label Black Chandelier.  Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: NXIA) announced today that on June 30, 2003, it restructured its holdings in certain subsidiaries and sold its interest in Wichita Development Corp. (Pink Sheets: WHDV) to Diversified Financial The diversified financial services segment includes a range of consumer and commercially-oriented companies offering a wide variety of products and services, including various lending products (such as home equity loans and credit cards), insurance, and securities and investment  Resources Corp. (OTCBB: DFRC DFRC Dryden Flight Research Center (NASA)
DFRC Duty-Free Replenishment Certificate Scheme
DFRC Delta Family Resource Centre (Toronto, Canada) 
) in a transaction valued at $2.65 million. The transaction consists of the elimination of approximately $1.5 million in debt from the consolidated balance sheet consolidated balance sheet

A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm.
 of NXIA, a $150,000 note and 1,000,000 shares of DFRC stock with a guaranteed liquidation value Liquidation value

Net amount that could be realized by selling the assets of a firm after paying the debt.
 of not less than $1 million over a period of 24 months. The sale was made in an effort to reduce negative cash flow and further improve the financial condition of NXIA.

In an inter-company tax-free transaction, WHDV exchanged its shareholdings in Kearns Development Corp. (Kearns) for the Diversified Holdings I Inc. (DHI DHI

see dairy herd improvement.
) shareholdings in Salt Lake Development Corp. (SLDC SLDC Signal Level Divided Construction (Denon)
SLDC Student Leadership Development Corps
SLDC Spring Lake Day Camp (Ringwood, New Jersey) 
). (DHI, Kearns and SLDC were all subsidiaries of NXIA at the time of the restructuring. See Item 1 Description of Business in the Dec. 31, 2002, NXIA Form 10KSB KSB Kogod School of Business (American University)
KSB Kelley School of Business (Indiana University)
KSB Kantonsschule Am Brühl St.
 for a diagram of the corporate structure of NXIA). Subsequent to the inter-company transfers, NXIA sold to DFRC 100% of its shareholdings in WHDV. At the time of the sale of NXIA's shareholdings in WHDV, WHDV's real estate holdings consisted of two office buildings and a building with 18 residential apartments and a ground floor retail space.

NXIA sold its shares of WHDV in exchange for a note in the amount of $150,000 and 1,000,000 shares of DFRC's restricted shares of common stock with a guaranteed liquidation value of not less than $1 million. In addition, NXIA will no longer have to consolidate approximately $1.5 million in debt currently on the books of WHDV and SLDC. NXIA's president, Richard Surber, commented, "The sale of WHDV is part of NXIA's plan to further streamline its operations, cut costs and reduce negative cash flow while preserving the upside profit potential from the sale of WHDV's properties. Furthermore, NXIA's consulting subsidiary Hudson Consulting Group Inc. will be retained to assist WHDV in resubmitting its application to become traded on the OTCBB. Hudson is currently assisting DFRC with its plans to build a natural resources company. NXIA may be the beneficiary of significant upside potential Upside potential

The amount by which analysts or investors expect the price of a security may increase.


upside potential

The potential price or gain that may be expected in a security or in a security average, generally stated as the dollar
 through liquidation of its 1,000,000 shares of restricted DFRC's stock over the next 24 months."

The gross market value of WHDV's real estate holdings is estimated at $2.5 million with underlying debt of approximately $1.4 million. The real estate was being held at a depreciated cost Depreciated Cost

Calculated by subtracting the amount of depreciation claimed from the original cost of an asset.

Notes:
Also known as the adjusted basis.
See also: ACRS, Adjusted Basis, Adjusted Cost Base, Declining Balance Method, Depreciation, Salvage Value,
 basis of approximately $1,501,950.

The real estate held by WHDV or its subsidiaries includes the following:

NXIA headquarters located at 268 West 400 South in Salt Lake City. The building is two stories with 14,347 net rentable square feet of office space. SLDC purchased the property on March 6, 1998, by exercising its option to purchase the property through the payment of $418,762. SLDC financed the purchase price and borrowed an additional sum of $222,489, which is secured by the property. On Dec. 31, 2002, the outstanding debt on the property was $569,410 with monthly payments of $5,934. The estimated market value is approximately $1 million based upon a dated MAI MAI Mail (File Name Extension)
MAI Multilateral Agreement on Investment
MAI Maius (Latin: May)
MAI Ministerul Administratiei si Internelor (Romanian) 
 appraisal.

SLDC purchased a two-story 18-unit apartment building, located at 2402 Wall Ave. in Ogden, Utah, on July 23, 1998. The property includes an additional 7,500 square feet of commercial space. The total purchase price was $850,000. The balance owed at Dec. 31, 2002, was $590,560. The estimated market value is approximately $900,000 based upon management's opinion.

The Trade Center Building: The building was purchased for $540,554 on Aug. 30, 2000. The Trade Center Building, which opened in 1921, is located in the downtown business district of Wichita, Kan., at 120 S. Market St. The building is a 48,500-square-foot, seven-story office building. WHDV holds title to the property subject to a mortgage of $273,173 at Dec. 31, 2002. The taxed assessed value of the building is $600,000.

The loans on the Wichita and Salt Lake City properties have been paid current since the filing of Nexia's 10-QSB for the quarter ended March 30, 2003. The Ogden property is currently in default and efforts are being made with the assistance of Hudson to refinance the existing debt.

Nexia is currently reviewing the potential of renovating office space in the Wallace-Bennett building where Nexia could relocate its offices within the next 12 months. The Wallace Bennett building is a 30,000-plus-square-foot turn-of-the-century building held by NXIA's majority-owned subsidiary majority-owned subsidiary

A firm in which more than 50% of outstanding voting stock is owned by the parent company.
, Wasatch Capital Corp.

NXIA is a holding company with operations in real estate and financial consulting sectors. Investors are strongly encouraged not to make an investment which they cannot afford to lose. Additionally, Nexia strongly encourages the public to read the above information in conjunction with its Form 10KSB for Dec. 31, 2002, and 10QSB QSB Fading
QSB Qualified Small Business (IRS category)
QSB Queen Street Backpackers (Auckland, New Zealand)
QSB Quality System Basics
QSB Qualified Supplemental Benefit
QSB Quantum Singleton Bound
 for March 30, 2003. These disclosures can be viewed at www.sec.gov. We further advise our readers to visit the Nexia Holdings Inc. Web site at www.nexiaholdings.com.

This press release may contain forward-looking statements that are based on a number of assumptions, including expectations for continued market growth and anticipated revenue levels. Although Nexia believes these assumptions are reasonable, no assurance can be given that they will prove correct.

These forward-looking statements involve a number of risks and uncertainties, including NXIA's ability to liquidate the DFRC shares at favorable prices based upon DFRC's current illiquid Illiquid

An asset or security that cannot be converted into cash very quickly (or near prevailing market prices).

Notes:
A house is a good example of an illiquid asset.
See also: Cash, Liquidity



Illiquid

In the context of finance.
 market for its securities. The actual results that NXIA may achieve could differ materially from any forward-looking statements due to such risks and uncertainties.
COPYRIGHT 2003 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Jul 8, 2003
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