SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                  ---------------------------
                                                 POST EFFECTIVE AMENDMENT NUMBER
SEVEN

FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                  ---------------------------
                                                                           NEXIA
HOLDINGS, INC.
     (Exact name of registrant as specified in its charter)

     Nevada                                           84-1062062
(State or other jurisdiction of                               (I.R.S. Employer
Identification No.)
incorporation or organization)

           59 West 100 South, Second Floor, Salt Lake City, Utah 84101
                     (Address of principal executive offices)

     The Amended 2004 Benefit Plan of Nexia Holdings, Inc.
                    (Full title of the plan)


 Richard D. Surber, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101
   (Name, address, including zip code, of agent for service)

         Telephone number for Issuer:  (801) 575-8073


                CALCULATION OF REGISTRATION FEE

Title of          Amounts   Proposed      Proposed       Amount
Securities to be  to be     Maximum       Maximum        of
Registered        Register  Offering      Aggregate      Registra
                  ed        Price Per     Offering       tion Fee
                            Share(1)      Price

Common Stock,     2,000,00    $0.0002       $400,000      $50.68
0.001 par value      0,000

(1)  Bona fide estimate of maximum offering price solely for calculating the
     registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
     based on the average bid and asked price of the registrant's common stock
     as of December 10, 2004, a date within five business days prior to the date
     of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plan described herein.

                         Post Effective Amendment to the
                    2004 Benefit Plan of Nexia Holdings, Inc.


     This Post Effective Amendment No. Seven is being filed to reflect that the
Board of Directors of Nexia Holdings, Inc. (the "Company") has amended The 2004
Benefit Plan of Nexia Holdings, Inc. as filed by the Company in an S-8 filed on
January 12, 2004, file no. 333-111864, previously amended on February 24, 2004,
file no. 333-113053, on May 21, 2004, file no. 333-115720, on July 26, 2004,
file no. 333-117658, on September 7, 2004, file no. 333-118835, on October 7,
2004, file no. 333-119588 and on November 12, 2004, file no. 333-120392, each of
which is incorporated herein by reference.  This seventh amendment will increase
the number of shares to be included in the plan by Two Billion (2,000,000,000)
post reverse shares of the common stock of the Company.

On November 1, 2004 the Company carried out a 1 for 1,000 reverse stock split of
the common stock, thus the previously registered number of shares of Three
Billion Six Hundred Fifty Million (3,650,000,000) would have been reduced to
3,650,000 post reverse shares, the additional 500,000,000 shares to be
registered pursuant to Amendment No. Six increased the total number of post
reverse shares registered under The 2004 Benefit Plan of Nexia Holdings, Inc. to
503,650,000 shares and the additional 2,000,000,000 shares pursuant to this
Amendment No. Seven increases the total number of post reverse shares registered
under The 2004 Benefit Plan of Nexia Holdings, Inc. to 2,503,650,000.

The seventh amendment to the 2004 Benefit Plan of Nexia Holdings, Inc. is filed
as Exhibit "A" hereto.  The additional two billion (2,000,000,000) post-reverse
split shares are being registered hereby.

Item 8. Exhibits.

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 4.
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 13, 2004.
                              Nexia Holdings, Inc.


                              By: /s/ Richard Surber

Richard D. Surber, as President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                Title                         Date



  /s/ Richard Surber                               Director
     December 12, 2004
Richard D. Surber


   /s/ Gerald Einhorn                                Director
     December  12, 2004
Gerald Einhorn


   /s/ John Fry                                   Director            December
     12, 2004
John Fry, Jr.


    /s/ Adrienne Bernstein              Director            December 12, 2004
Adrienne Bernstein








INDEX TO EXHIBITS


                                                        Page
Exhibit   SEC Ref.      Description of Exhibit
   s         No.

   A        23(a)    Consent of Accountant               5

   B          4      Amendment to 2004 Benefit           6
                     Plan of Nexia Holdings, Inc.

   C      5, 23(b)   Opinion and consent of              7
                     Counsel with respect to the
                     legality of the issuance of
                     securities being issued




























Exhibit A
LETTERHEAD OF
                             HJ & ASSOCIATES, L.L.C.
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                        50 South Main Street, Suite 1450
                           Salt Lake City, Utah 84144


CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Nexia Holdings, Inc.
Salt Lake City, Utah


We hereby consent to the incorporation by reference in this Post Effective
Amendment to the Registration Statement of Nexia Holdings, Inc. on Form S-8, of
our report dated May 10, 2004, (which includes an emphasis paragraph relating to
an uncertainty as to the Company's ability to continue as a going concern),
included in and incorporated by reference in the Annual Report on Form 10-KSB of
Nexia Holdings, Inc. for the year ended December 31, 2003 and to all references
to our firm included in this Registration Statement.


   HJ & Associates
HJ & Associates, LLC
Salt Lake City, Utah
December 15, 2004



















Exhibit B.

                  POST EFFECTIVE AMENDMENT NUMBER SEVEN TO THE
                  THE 2004 BENEFIT PLAN OF NEXIA HOLDINGS, INC.

      Effective this 13th day of December, 2004, Paragraphs 3 and 13 of the 2004
Benefit Plan of Nexia Holdings, Inc. shall be and hereby are amended to read  as
follows:

3.   Shares of Stock Subject to this Plan.   A total of Two Billion Five Hundred
Three  Million Six Hundred Fifty Thousand (2,503,650,000) post November 1,  2004
reverse split shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan.  If any right to acquire Stock granted under this  Plan
is  exercised by the delivery of shares of Stock or the relinquishment of rights
to  shares  of Stock, only the net shares of Stock issued (the shares  of  stock
issued  less  the  shares of Stock surrendered) shall count  against  the  total
number of shares reserved for issuance under the terms of this Plan.

13.   Expiration  and Termination of this Plan.  This Plan may be  abandoned  or
terminated  at  any time by the Plan Administrators except with respect  to  any
Options  then outstanding under this Plan.  This Plan shall otherwise  terminate
on  the earlier of the date that is five years from the date first appearing  in
this  Plan  or the date on which the two billion five hundred three million  six
hundred  fifty  thousandth post November 1, 2004 reverse stock  split  share  is
issued hereunder.


ATTEST:

/s/ Richard Surber
Richard D. Surber, President

Exhibit C
                                MICHAEL GOLIGHTLY

                                59 West 100 South
Second Floor   Telephone: (801) 575-8073 ext 105
Attorney at Law    Salt Lake City, Utah 84101Facsimile: (801) 575-8092


December 13, 2004

Board of Directors
Nexia Holdings, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

  Re:  Legality  and Authorization of Shares Issued Under Form S-8  Registration
Statement

Gentlemen:

I  have  acted as special counsel for Nexia Holdings, Inc., a Nevada corporation
(the  "Company"), in the limited capacity of rendering an opinion regarding  the
legality  and  authorization of the shares proposed to be  registered  under  an
amended  registration  statement on Form S-8 (the "Registration  Statement")  to
amend  a  prior filing on January 12, 2004 and as amended on February 24,  2004,
May 21, 2004, July 26, 2004, September 7, 2004, October 7, 2004 and November 12,
2004.   The  proposed amendment is to be filed with the Securities and  Exchange
Commission  ("the  Commission") under the Securities Act of  1933,  as  amended,
("the  Act").   The  Company is registering a Post Effective  Amendment  to  the
Benefit  Plan  entitled  "The 2004 Benefit Plan of Nexia  Holdings,  Inc."  (the
"Benefit Plan") pursuant to which the Company will authorized the issuance of an
additional Two Billion (2,000,000,000) shares of the Company's common stock, par
value  $.001 (the "Shares").  All references to shares and the number of  shares
reflect  the 1 for 1,000 reverse stock split of the common stock the Company  as
of November 1, 2004.

In  connection  with  the  preparation of this  Opinion,  I  have  examined  the
following:
1.   The  Company's Articles of Incorporation and amendments thereto and  Bylaws
     as submitted to me by the Company pursuant to my request for same;
2.   The Registration Statement herein referenced;
3.   The Board of Directors Resolution, dated December 13, 2004, authorizing and
     approving the Company's Post Effect Amendment No. Seven to The 2004 Benefit
     Plan and the preparation of the Registration Statement;
4.   The Company's Section 10(a) Prospectus for the Registration Statement;
5.   The Company's Form 10-KSB for the fiscal year ended December 31, 2003;
6.   The Company's Form 10-QSB for the quarter ended March 31, 2004;
7.        The Company's Form 10-QSB for the quarter ended June 30, 2004;
8.        The Company's Form 10-QSB for the quarter ended September 30, 2004;
9.         Such  other documents as I have deemed necessary for the purposes  of
this Opinion.

      Additionally, I have made such investigations of federal  law  as  I  have
considered  necessary  and appropriate to form a basis  for  this  opinion.   My
opinion  is qualified by the scope of the review specified herein and I make  no
representations as to the sufficiency of my investigation for this  opinion.   I
further  expressly  exempt  from  this opinion any  representations  as  to  the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

      The  documentation and representations provided to me for this opinion  by
the Company and its duly authorized representatives indicate that the Company is
validly  organized under the laws of the State of Nevada; the Company is current
in  its  filings  with  the Commission; the Company's  Board  of  Directors  has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing  of the Post Effective Amended Registration Statement; and that  the  Two
Billion  (2.000,000,000)  shares  to  be  included  in  the  Amendment  to   the
Registration   Statement  are  available  for  issuance  based  upon   corporate
documentation and on the amount of shares actually issued and outstanding.    As
such,  I am of the opinion that the Shares herein referenced have been duly  and
validly  authorized  and that subject to compliance with all  provision  of  the
Plan,  the Shares will be validly issued as fully paid and non-assessable shares
of common stock in the Company.

      This  opinion  is  based  upon  and  subject  to  the  qualifications  and
limitations specified below:

(A)  Certain of the remedial provisions of the 2004 Benefit Plan may be  further
  limited   or   rendered   unenforceable   by   other   applicable   laws   and
  interpretations.

(B)  In  rendering  the  opinion that the shares  of  the  Common  Stock  to  be
  registered  pursuant  to  the  Registration Statement  and  issued  under  the
  Benefit  Plan will be validly issued, fully paid and non-assessable, I assumed
  that:  (1)  the  Company's  Board of Directors has  exercised  good  faith  in
  establishing   the  value  paid  for  the  Shares;  (2)  all   issuances   and
  cancellations  of  the  capital  stock  of  the  Company  will  be  fully  and
  accurately  reflected  in  the Company's Stock  Records  as  provided  by  the
  Company's  transfer  agent; and (3) the consideration, as  determined  by  the
  Company's Board of Directors, to be received in exchange for each issuance  of
  common  stock of the Company, has been paid in full and actually  received  by
  the Company.

(C) I have made no independent verification of the facts asserted to be true and
  accurate  by  authorized representatives of the Company and have assumed  that
  no  person  or entity has engaged in fraud or misrepresentation regarding  the
  inducement  relating  to,  or  the execution or  delivery  of,  the  documents
  reviewed.


(D)  In  rendering this opinion I have assumed that all signatures are  genuine,
  that  all  documents  submitted to me as copies conform substantially  to  the
  originals,  that all documents have been duly executed on or as  of  the  date
  represented  on  the documents, that execution and delivery of  the  documents
  was  duly authorized on the part of the parties, that all documents are legal,
  valid and binding on the parties and that all corporate records are complete.

(E)  I  have assumed that the Company is satisfying the substantive requirements
  of  Form  S-8  and  I expressly disclaim any opinion regarding  the  Company's
  compliance  with  such  requirements, whether they are  of  federal  or  state
  origin, or any opinion as to the subsequent tradeability of any Shares  issued
  pursuant to the Benefit Plan.

(F)  I  am  admitted to practice law in the States of Utah and Texas.  I am  not
  admitted  to  practice law in the State of Nevada or in any other jurisdiction
  where  the  Company may own property or transact business.   This  opinion  is
  with  respect to federal law only and I have not consulted legal counsel  from
  any  other  jurisdiction for the purpose of the opinion contained  herein.   I
  expressly  except  from  this opinion any opinion as to  whether  or  to  what
  extent  a Nevada court or any other court would apply Nevada law, or  the  law
  of  any  other state or jurisdiction, to any particular aspect of  the  facts,
  circumstances and transactions that are the subject of this opinion.

(G)  This opinion is strictly limited to the parameters contained and referenced
  herein  and is valid only as to the signature date with respect to  the  same.
  I  assume  no  responsibility  to advise you  of  any  subsequent  changes  or
  developments which might affect any aspect to this opinion.

      I  hereby  consent  to  the  use of this opinion  as  an  exhibit  to  the
Registration Statement.  This opinion may not be used, relied upon,  circulated,
quoted  or  otherwise referenced in whole or in part for any purpose without  my
written consent.

Sincerely,

/s/ Michael Golightly
Michael Golightly
[{"type": "S-8", "sequence": "1", "filename": "amndmnt7.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16140}]
{"company-data": {"conformed-name": "NEXIA HOLDINGS INC", "cik": "0000833209", "assigned-sic": "6799", "irs-number": "841062062", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121268", "film-number": "041204151"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "KELLYS COFFEE GROUP INC", "date-changed": "19940603"}, {"former-conformed-name": "GREAT EARTH VITAMIN GROUP INC", "date-changed": "19940107"}, {"former-conformed-name": "WELCOM CAPITAL INC", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                  ---------------------------
                                                 POST EFFECTIVE AMENDMENT NUMBER
SEVEN

FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                  ---------------------------
                                                                           NEXIA
HOLDINGS, INC.
     (Exact name of registrant as specified in its charter)

     Nevada                                           84-1062062
(State or other jurisdiction of                               (I.R.S. Employer
Identification No.)
incorporation or organization)

           59 West 100 South, Second Floor, Salt Lake City, Utah 84101
                     (Address of principal executive offices)

     The Amended 2004 Benefit Plan of Nexia Holdings, Inc.
                    (Full title of the plan)

 Richard D. Surber, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101
   (Name, address, including zip code, of agent for service)

         Telephone number for Issuer:  (801) 575-8073

                CALCULATION OF REGISTRATION FEE

Title of          Amounts   Proposed      Proposed       Amount
Securities to be  to be     Maximum       Maximum        of
Registered        Register  Offering      Aggregate      Registra
                  ed        Price Per     Offering       tion Fee
                            Share(1)      Price

Common Stock,     2,000,00    $0.0002       $400,000      $50.68
0.001 par value      0,000

(1)  Bona fide estimate of maximum offering price solely for calculating the
     registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
     based on the average bid and asked price of the registrant's common stock
     as of December 10, 2004, a date within five business days prior to the date
     of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plan described herein.

                         Post Effective Amendment to the
                    2004 Benefit Plan of Nexia Holdings, Inc.

     This Post Effective Amendment No. Seven is being filed to reflect that the
Board of Directors of Nexia Holdings, Inc. (the "Company") has amended The 2004
Benefit Plan of Nexia Holdings, Inc. as filed by the Company in an S-8 filed on
January 12, 2004, file no. 333-111864, previously amended on February 24, 2004,
file no. 333-113053, on May 21, 2004, file no. 333-115720, on July 26, 2004,
file no. 333-117658, on September 7, 2004, file no. 333-118835, on October 7,
2004, file no. 333-119588 and on November 12, 2004, file no. 333-120392, each of
which is incorporated herein by reference.  This seventh amendment will increase
the number of shares to be included in the plan by Two Billion (2,000,000,000)
post reverse shares of the common stock of the Company.

On November 1, 2004 the Company carried out a 1 for 1,000 reverse stock split of
the common stock, thus the previously registered number of shares of Three
Billion Six Hundred Fifty Million (3,650,000,000) would have been reduced to
3,650,000 post reverse shares, the additional 500,000,000 shares to be
registered pursuant to Amendment No. Six increased the total number of post
reverse shares registered under The 2004 Benefit Plan of Nexia Holdings, Inc. to
503,650,000 shares and the additional 2,000,000,000 shares pursuant to this
Amendment No. Seven increases the total number of post reverse shares registered
under The 2004 Benefit Plan of Nexia Holdings, Inc. to 2,503,650,000.

The seventh amendment to the 2004 Benefit Plan of Nexia Holdings, Inc. is filed
as Exhibit "A" hereto.  The additional two billion (2,000,000,000) post-reverse
split shares are being registered hereby.

Item 8. Exhibits.

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 4.
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on December 13, 2004.
                              Nexia Holdings, Inc.

                              By: /s/ Richard Surber

Richard D. Surber, as President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                Title                         Date

  /s/ Richard Surber                               Director
     December 12, 2004
Richard D. Surber

   /s/ Gerald Einhorn                                Director
     December  12, 2004
Gerald Einhorn

   /s/ John Fry                                   Director            December
     12, 2004
John Fry, Jr.

    /s/ Adrienne Bernstein              Director            December 12, 2004
Adrienne Bernstein

INDEX TO EXHIBITS

                                                        Page
Exhibit   SEC Ref.      Description of Exhibit
   s         No.

   A        23(a)    Consent of Accountant               5

   B          4      Amendment to 2004 Benefit           6
                     Plan of Nexia Holdings, Inc.

   C      5, 23(b)   Opinion and consent of              7
                     Counsel with respect to the
                     legality of the issuance of
                     securities being issued

Exhibit A
LETTERHEAD OF
                             HJ & ASSOCIATES, L.L.C.
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                        50 South Main Street, Suite 1450
                           Salt Lake City, Utah 84144

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Nexia Holdings, Inc.
Salt Lake City, Utah

We hereby consent to the incorporation by reference in this Post Effective
Amendment to the Registration Statement of Nexia Holdings, Inc. on Form S-8, of
our report dated May 10, 2004, (which includes an emphasis paragraph relating to
an uncertainty as to the Company's ability to continue as a going concern),
included in and incorporated by reference in the Annual Report on Form 10-KSB of
Nexia Holdings, Inc. for the year ended December 31, 2003 and to all references
to our firm included in this Registration Statement.

   HJ & Associates
HJ & Associates, LLC
Salt Lake City, Utah
December 15, 2004

Exhibit B.

                  POST EFFECTIVE AMENDMENT NUMBER SEVEN TO THE
                  THE 2004 BENEFIT PLAN OF NEXIA HOLDINGS, INC.

      Effective this 13th day of December, 2004, Paragraphs 3 and 13 of the 2004
Benefit Plan of Nexia Holdings, Inc. shall be and hereby are amended to read  as
follows:

3.   Shares of Stock Subject to this Plan.   A total of Two Billion Five Hundred
Three  Million Six Hundred Fifty Thousand (2,503,650,000) post November 1,  2004
reverse split shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan.  If any right to acquire Stock granted under this  Plan
is  exercised by the delivery of shares of Stock or the relinquishment of rights
to  shares  of Stock, only the net shares of Stock issued (the shares  of  stock
issued  less  the  shares of Stock surrendered) shall count  against  the  total
number of shares reserved for issuance under the terms of this Plan.

13.   Expiration  and Termination of this Plan.  This Plan may be  abandoned  or
terminated  at  any time by the Plan Administrators except with respect  to  any
Options  then outstanding under this Plan.  This Plan shall otherwise  terminate
on  the earlier of the date that is five years from the date first appearing  in
this  Plan  or the date on which the two billion five hundred three million  six
hundred  fifty  thousandth post November 1, 2004 reverse stock  split  share  is
issued hereunder.

ATTEST:

/s/ Richard Surber
Richard D. Surber, President

Exhibit C
                                MICHAEL GOLIGHTLY

                                59 West 100 South
Second Floor   Telephone: (801) 575-8073 ext 105
Attorney at Law    Salt Lake City, Utah 84101Facsimile: (801) 575-8092

December 13, 2004

Board of Directors
Nexia Holdings, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

  Re:  Legality  and Authorization of Shares Issued Under Form S-8  Registration
Statement

Gentlemen:

I  have  acted as special counsel for Nexia Holdings, Inc., a Nevada corporation
(the  "Company"), in the limited capacity of rendering an opinion regarding  the
legality  and  authorization of the shares proposed to be  registered  under  an
amended  registration  statement on Form S-8 (the "Registration  Statement")  to
amend  a  prior filing on January 12, 2004 and as amended on February 24,  2004,
May 21, 2004, July 26, 2004, September 7, 2004, October 7, 2004 and November 12,
2004.   The  proposed amendment is to be filed with the Securities and  Exchange
Commission  ("the  Commission") under the Securities Act of  1933,  as  amended,
("the  Act").   The  Company is registering a Post Effective  Amendment  to  the
Benefit  Plan  entitled  "The 2004 Benefit Plan of Nexia  Holdings,  Inc."  (the
"Benefit Plan") pursuant to which the Company will authorized the issuance of an
additional Two Billion (2,000,000,000) shares of the Company's common stock, par
value  $.001 (the "Shares").  All references to shares and the number of  shares
reflect  the 1 for 1,000 reverse stock split of the common stock the Company  as
of November 1, 2004.

In  connection  with  the  preparation of this  Opinion,  I  have  examined  the
following:
1.   The  Company's Articles of Incorporation and amendments thereto and  Bylaws
     as submitted to me by the Company pursuant to my request for same;
2.   The Registration Statement herein referenced;
3.   The Board of Directors Resolution, dated December 13, 2004, authorizing and
     approving the Company's Post Effect Amendment No. Seven to The 2004 Benefit
     Plan and the preparation of the Registration Statement;
4.   The Company's Section 10(a) Prospectus for the Registration Statement;
5.   The Company's Form 10-KSB for the fiscal year ended December 31, 2003;
6.   The Company's Form 10-QSB for the quarter ended March 31, 2004;
7.        The Company's Form 10-QSB for the quarter ended June 30, 2004;
8.        The Company's Form 10-QSB for the quarter ended September 30, 2004;
9.         Such  other documents as I have deemed necessary for the purposes  of
this Opinion.

      Additionally, I have made such investigations of federal  law  as  I  have
considered  necessary  and appropriate to form a basis  for  this  opinion.   My
opinion  is qualified by the scope of the review specified herein and I make  no
representations as to the sufficiency of my investigation for this  opinion.   I
further  expressly  exempt  from  this opinion any  representations  as  to  the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

      The  documentation and representations provided to me for this opinion  by
the Company and its duly authorized representatives indicate that the Company is
validly  organized under the laws of the State of Nevada; the Company is current
in  its  filings  with  the Commission; the Company's  Board  of  Directors  has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing  of the Post Effective Amended Registration Statement; and that  the  Two
Billion  (2.000,000,000)  shares  to  be  included  in  the  Amendment  to   the
Registration   Statement  are  available  for  issuance  based  upon   corporate
documentation and on the amount of shares actually issued and outstanding.    As
such,  I am of the opinion that the Shares herein referenced have been duly  and
validly  authorized  and that subject to compliance with all  provision  of  the
Plan,  the Shares will be validly issued as fully paid and non-assessable shares
of common stock in the Company.

      This  opinion  is  based  upon  and  subject  to  the  qualifications  and
limitations specified below:

(A)  Certain of the remedial provisions of the 2004 Benefit Plan may be  further
  limited   or   rendered   unenforceable   by   other   applicable   laws   and
  interpretations.

(B)  In  rendering  the  opinion that the shares  of  the  Common  Stock  to  be
  registered  pursuant  to  the  Registration Statement  and  issued  under  the
  Benefit  Plan will be validly issued, fully paid and non-assessable, I assumed
  that:  (1)  the  Company's  Board of Directors has  exercised  good  faith  in
  establishing   the  value  paid  for  the  Shares;  (2)  all   issuances   and
  cancellations  of  the  capital  stock  of  the  Company  will  be  fully  and
  accurately  reflected  in  the Company's Stock  Records  as  provided  by  the
  Company's  transfer  agent; and (3) the consideration, as  determined  by  the
  Company's Board of Directors, to be received in exchange for each issuance  of
  common  stock of the Company, has been paid in full and actually  received  by
  the Company.

(C) I have made no independent verification of the facts asserted to be true and
  accurate  by  authorized representatives of the Company and have assumed  that
  no  person  or entity has engaged in fraud or misrepresentation regarding  the
  inducement  relating  to,  or  the execution or  delivery  of,  the  documents
  reviewed.

(D)  In  rendering this opinion I have assumed that all signatures are  genuine,
  that  all  documents  submitted to me as copies conform substantially  to  the
  originals,  that all documents have been duly executed on or as  of  the  date
  represented  on  the documents, that execution and delivery of  the  documents
  was  duly authorized on the part of the parties, that all documents are legal,
  valid and binding on the parties and that all corporate records are complete.

(E)  I  have assumed that the Company is satisfying the substantive requirements
  of  Form  S-8  and  I expressly disclaim any opinion regarding  the  Company's
  compliance  with  such  requirements, whether they are  of  federal  or  state
  origin, or any opinion as to the subsequent tradeability of any Shares  issued
  pursuant to the Benefit Plan.

(F)  I  am  admitted to practice law in the States of Utah and Texas.  I am  not
  admitted  to  practice law in the State of Nevada or in any other jurisdiction
  where  the  Company may own property or transact business.   This  opinion  is
  with  respect to federal law only and I have not consulted legal counsel  from
  any  other  jurisdiction for the purpose of the opinion contained  herein.   I
  expressly  except  from  this opinion any opinion as to  whether  or  to  what
  extent  a Nevada court or any other court would apply Nevada law, or  the  law
  of  any  other state or jurisdiction, to any particular aspect of  the  facts,
  circumstances and transactions that are the subject of this opinion.

(G)  This opinion is strictly limited to the parameters contained and referenced
  herein  and is valid only as to the signature date with respect to  the  same.
  I  assume  no  responsibility  to advise you  of  any  subsequent  changes  or
  developments which might affect any aspect to this opinion.

      I  hereby  consent  to  the  use of this opinion  as  an  exhibit  to  the
Registration Statement.  This opinion may not be used, relied upon,  circulated,
quoted  or  otherwise referenced in whole or in part for any purpose without  my
written consent.

Sincerely,

/s/ Michael Golightly
Michael Golightly