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<FONT FACE="CG Times"><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P>
<P ALIGN="CENTER">__________________________________________</P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<P ALIGN="CENTER">UNDER</P>
<P ALIGN="CENTER">THE SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER">___________________________________________</P>
<B><P ALIGN="CENTER">NEXIA HOLDINGS, INC.</P>
</B><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>
<P ALIGN="CENTER">State of Incorporation: Nevada</P>
<P ALIGN="CENTER">EIN: </FONT><B><U><FONT SIZE=2>84-1062062</P>
</B></FONT><P ALIGN="CENTER">59 West 100 South, Second Floor, Salt Lake City, Utah 84101</U> </P>
<P ALIGN="CENTER">(Address of principal executive offices) </P>
<FONT FACE="CG Times"><P ALIGN="CENTER">The 2005 Benefit Plan of Nexia Holdings, Inc.</P>
<P ALIGN="CENTER">(Full title of the plan)</P>
<P ALIGN="CENTER">Richard D. Surber, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101</P>
<P ALIGN="CENTER">(Name, address, including zip code, of agent for service)</P>
<P ALIGN="CENTER">Telephone number for Issuer: (801) 575-8073</P>
</FONT><FONT SIZE=2><P ALIGN="LEFT">CALCULATION OF REGISTRATION FEE</P>
<P ALIGN="LEFT">Title of Securities to be Registered: &#9; Common Stock, 0.001 par value</P>
<P ALIGN="LEFT">Amounts to be Registered: 1,000,000,000</P>
<P ALIGN="LEFT">Proposed Maximum Offering Price Per Share(1): $0.0002</P>
<P ALIGN="LEFT">Proposed Maximum Aggregate Offering Price: $200,000 </P>
<P ALIGN="LEFT">Amount of Registration Fee: $25.34</P><DIR>
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<P ALIGN="LEFT">&#9;(1)&#9;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 February 4, 2005, a date within five business days prior to the date of filing of this registration statement.</P>
<P ALIGN="LEFT">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.</P></DIR>
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</FONT><B><P ALIGN="CENTER">2005 Benefit Plan of Nexia Holdings, Inc.</P>
<P ALIGN="LEFT">&#9;Cross-Reference Sheet Pursuant to Rule 404(a)</P>
</B><P ALIGN="LEFT">Cross-reference between items of Part I of Form S-8 and the Section 10(a) Prospectus that will be delivered to each employee, consultant, or director who participates in the Plan.</P>
<U><P ALIGN="LEFT">Registration Statement Item Numbers and Headings</U> &#9;&#9;<U>Prospectus Heading</P>
</U><P ALIGN="LEFT">1.&#9;Plan Information&#9;&#9;&#9;&#9;&#9;Section 10(a) Prospectus</P>
<P ALIGN="LEFT">2.&#9;Registrant Information and &#9;&#9;&#9;&#9;Section 10(a) Prospectus</P>
<P ALIGN="LEFT">Employee Plan Annual Information</P>
<P ALIGN="LEFT">&nbsp;</P>
<FONT SIZE=2><P ALIGN="LEFT">&nbsp;</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">PART II</P>
</B></FONT><P ALIGN="LEFT">&#9;<B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="LEFT">Item 3. Incorporation of Documents by Reference</P>
</B><P ALIGN="LEFT">The following documents filed by Nexia Holdings, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference:</P>
<P ALIGN="LEFT">1.&#9;The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.</P>
<P ALIGN="LEFT">2.&#9;All reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year ended December 31, 2003.</P>
<P ALIGN="LEFT">Prior to the filing, if any, of a post-effective amendment that indicates that all securities covered by this Registration Statement have been sold or that de-registers all such securities then remaining unsold, all reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.</P>
<B><P ALIGN="LEFT">Item 4. Description of Securities</P>
</B><P ALIGN="LEFT">The common stock of the Company being registered pursuant to this Registration Statement is part of a class of securities registered under Section 12 of the Exchange Act. The securities are described in the Form S-18 Registration Statement filed on September 16, 1988 under the Securities Act of 1933, as amended (the "Securities Act"), including any amendment or report filed for the purpose of updating such description.</P>
<B><P ALIGN="LEFT">Item 5. Interests of Named E<A NAME="a1_18">xperts and Counsel</P>
</B><P ALIGN="LEFT">No expert is named as preparing or certifying all or part of the registration statement to which this prospectus pertains, and no counsel for the Company who is named in this prospectus as having given an opinion on the validity of the securities being offered hereby was hired on a contingent basis or has or is to receive, in connection with this offering, a substantial interest, direct or indirect, in the Company. </P>
<B><P ALIGN="LEFT">Item 6. Indemnification of Directors and Officers</P>
</B><P ALIGN="LEFT">Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended, provide for the indemnification of the Company's officers, directors, employees and agents under certain circumstances as follows:</P>
<P ALIGN="LEFT">NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.</P>
<P ALIGN="LEFT">1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. </P>
<P ALIGN="LEFT">2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the<FONT FACE="Shruti"> </FONT>circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P ALIGN="LEFT">3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.</P>
<P ALIGN="LEFT">NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. </P>
<P ALIGN="LEFT">1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. </P>
<P ALIGN="LEFT">2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. </P>
<P ALIGN="LEFT">3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.</P>
<P ALIGN="LEFT">Articles of Incorporation. </P>
<P ALIGN="LEFT">The Company's Amended and Restated Articles of Incorporation provide that the personal liability of a director or officer of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty, for any action taken or for any failure to take any action, as a director or officer, shall be eliminated to the fullest extent permissible under Nevada law, except for (a) acts or omissions which involve intentional misconduct, fraud, infliction of harm on the Company or its stockholders or a knowing violation of criminal law, (b) the payment of<FONT FACE="Shruti"> </FONT>distributions in violation of Section 78.300 of the Nevada Revised Statutes, or (c) the amount of a financial benefit received by a director to which he is not entitled. </P>
<P ALIGN="LEFT">Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities ( other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.</P>
<B><P ALIGN="LEFT">Item 7. Exemption from Registration Claimed </P>
</B><P ALIGN="LEFT">No restricted securities are being re-offered or resold pursuant to this registration statement. </P>
<B><P ALIGN="LEFT">Item 8. Exhibits.</P>
</B><P ALIGN="LEFT">The exhibits attached to this Registration Statement are listed in the Exhibit Index, which is found on page 8.</P>
<B><P ALIGN="LEFT">Item 9. Undertakings</P>
</B><P ALIGN="LEFT">(a)&#9;The undersigned registrant hereby undertakes:</P><DIR>
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<P ALIGN="LEFT">(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.</P>
<P ALIGN="LEFT">(2)&#9;To treat, for the purpose of determining any liability under the Securities Act, each such post-effective amendment as a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="LEFT">(3)&#9;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P></DIR>
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<P ALIGN="LEFT">(b)&#9;The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="LEFT">(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="LEFT">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 February 4, 2005.</P>
<P ALIGN="LEFT">Nexia Holdings, Inc.</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">By:<U> /s/ Richard Surber .</P>
</U><P ALIGN="LEFT">Richard D. Surber, as President</P>
<P ALIGN="LEFT">&#9;</P>
<P ALIGN="LEFT">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.</P><DIR>
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<U><P ALIGN="LEFT">Signature</U>&#9;&#9;&#9;&#9;<U>Title</U>&#9;&#9;&#9;&#9;&#9;<U>Date</P>
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<U><P ALIGN="LEFT">/s/ Richard Surber </U>&#9;&#9;Director &#9;&#9;&#9;&#9;February 4, 2005</P></DIR>
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<P ALIGN="LEFT">Richard D. Surber</P>
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<U><P ALIGN="LEFT">/s/ Gerald Einhorn </U>&#9;&#9;Director &#9;&#9;&#9;&#9;February 4, 2005</P></DIR>
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<P ALIGN="LEFT">Gerald Einhorn</P>
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<U><P ALIGN="LEFT">/s/ John Fry, Jr. </U>&#9;&#9;Director &#9;&#9;&#9;&#9;February 4, 2005</P></DIR>
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<P ALIGN="LEFT">John Fry, Jr.</P><DIR>
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<P ALIGN="LEFT">&#9;&#9;Director &#9;&#9;&#9;&#9;February ___, 2005</P></DIR>
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<P ALIGN="LEFT">Adrienne Bernstein</P>
<U><P ALIGN="LEFT">&nbsp;</P>
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<P ALIGN="LEFT">&#9;&#9;&#9;SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="LEFT">&#9;Washington, D.C. 20549</P>
<P ALIGN="LEFT">&#9;<U> </P>
</U><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&#9;EXHIBITS</P>
<P ALIGN="LEFT">&#9;TO</P>
<P ALIGN="LEFT">&#9;FORM S-8</P>
<P ALIGN="LEFT">&#9;REGISTRATION STATEMENT</P>
<P ALIGN="LEFT">&#9;UNDER</P>
<P ALIGN="LEFT">&#9;THE SECURITIES ACT OF 1933</P>
<P ALIGN="LEFT">&#9;<U> </P>
</U><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&#9;Nexia Holdings, Inc.</P>
<P ALIGN="LEFT">&#9;(a Nevada corporation)</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&#9;<U> </P>
</U><P ALIGN="LEFT">&nbsp;</P>
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<P ALIGN="LEFT">&#9;</P>
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<U><P ALIGN="LEFT">INDEX TO EXHIBITS</P></U>
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<P ALIGN="CENTER">Exhibits</U>
<U><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">SEC Ref. No.</U>
<U><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="CENTER">Description of Exhibit</U>
<P ALIGN="CENTER">Page<P ALIGN="CENTER">A
<P ALIGN="CENTER">4
<P ALIGN="LEFT">2005 Stock Benefit Plan of the Company
<P ALIGN="CENTER">B
<P ALIGN="CENTER">5, 23(b)
<P ALIGN="LEFT">Opinion and consent of Counsel with respect to the legality of the issuance of securities being issued</TD>
<P ALIGN="CENTER">13
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<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="CENTER">C
<P ALIGN="LEFT">Consents of Independent Registered Public Accounting Firm
<P ALIGN="CENTER">16

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<FONT FACE="CG Times" SIZE=6><P ALIGN="LEFT">&nbsp;</P>
</FONT><FONT FACE="CG Times"><P ALIGN="CENTER">THE 2005 BENEFIT PLAN OF NEXIA HOLDINGS, INC.</P>
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<P ALIGN="LEFT">Nexia Holdings, Inc., a Nevada corporation (the "Company"), hereby adopts The 2005 Benefit Plan of Nexia Holdings, Inc. (the "Plan") this 4<SUP>th </SUP>day of February, 2005. Under the Plan, the Company may issue stock, or grant options to acquire the Company's common stock, par value $0.001 (the "Stock"), from time to time to employees of the Company or its subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In addition, at the discretion of the Board of Directors, Benefits may from time to time be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company or its subsidiaries, but are not employees of the Company or its subsidiaries, provided that bona fide services shall be rendered by consultants and advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. No stock may be issued, or option granted under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Company's securities. </P>
<P ALIGN="LEFT">1.&#9;<U>Purpose of the Plan</U>. The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of assuring the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. The Company has designed this Plan to aid it in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company, but who management perceives to have contributed to the success of the Company or who are important to the continued business and operations of the Company. The above goals will be achieved through the granting of Benefits.</P>
<P ALIGN="LEFT">2.&#9;<U>Administration of this Plan</U>. Administration of this Plan shall be determined by the Company's Board of Directors (the "board"). Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of this Plan or specific administrative duties with respect to this Plan on such terms and to such committees of the Board as it deems proper (hereinafter the Board or its authorized committee shall be referred to as "Plan Administrators"). The interpretation and construction of the terms of this Plan by the Plan Administrators thereof shall be final and binding on all participants in this Plan absent a showing of demonstrable error. No member of the Plan Administrators shall be liable for any action taken or determination made in good faith with respect to this Plan. Any Benefit approved by a majority vote of those Plan Administrators attending a duly and properly held meeting shall be valid. Any Benefit approved by the Plan Administrators shall be approved as specified by the Board at the time of delegation.</P>
<P ALIGN="LEFT">3.&#9;<U>Shares of Stock Subject to this Plan</U>. A total of One Billion (1,000,000,000) 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. </P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">4.&#9;<U>Reservation of Stock on Granting of Option</U>. At the time any Option is granted under the terms of this Plan, the Company will reserve for issuance the number of shares of Stock subject to such Option until it is exercised or expires. The Company may reserve either authorized, but unissued shares or issued shares reacquired by the Company.</P>
<P ALIGN="LEFT"><A NAME="nov_10">5.&#9;<U>Eligibility</U>. The Plan Administrators may grant Benefits to employees, officers, and directors of the Company and its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Company or its subsidiaries, including consultants and advisors, provided that such consultants and advisors render bona fide services to the Company or its subsidiaries and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction. In any case, the Plan Administrators shall determine, based on the foregoing limitations and the Company</FONT><FONT FACE="WP TypographicSymbols,Times New Roman">=</FONT><FONT FACE="CG Times"> s best interests, which employees, officers, directors, consultants and advisors are eligible to participate in this Plan. Benefits shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Plan Administrators, all as may be within the provisions of this Plan.</P>
<P ALIGN="LEFT">6.&#9;<U>Term of Options issued as Benefits and Certain Limitations on Right to Exercise.</P><DIR>
<DIR>
<DIR>
<DIR>

</U><P ALIGN="LEFT">a.&#9;Each Option issued as a benefit hereunder ("Option") shall have its term established by the Plan Administrators at the time the Option is granted.</P>
<P ALIGN="LEFT">b.&#9;The term of the Option, once it is granted, may be reduced only as provided for in this Plan and under the express written provisions of the Option.</P>
<P ALIGN="LEFT">c.&#9;Unless otherwise specifically provided by the written provisions of the Option or required by applicable disclosure or other legal requirements promulgated by the Securities and Exchange Commission ("SEC"), no participant of this Plan or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until such participant exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and then only as to the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date on which the Stock subject to the Option is acquired by the holder.</P>
<P ALIGN="LEFT">d.&#9;Options shall vest and become exercisable at such time or times and on such terms as the Plan Administrators may determine at the time of the grant of the Option. </P>
<P ALIGN="LEFT">e.&#9;Options may contain such other provisions, including further lawful restrictions on the vesting and exercise of the Options as the Plan Administrators may deem advisable.</P>
<P ALIGN="LEFT">f.&#9;In no event may an Option be exercised after the expiration of its term.</P>
<P ALIGN="LEFT">g.&#9;Options shall be non-transferable, except by the laws of descent and distribution.</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="LEFT">7.&#9;<U>Exercise Price</U>. The Plan Administrators shall establish the exercise price payable to the Company for shares to be obtained pursuant to Options, which exercise price may be amended from time to time as the Plan Administrators shall determine. </P>
<P ALIGN="LEFT">8.&#9;<U>Payment of Exercise Price</U>. The exercise of any Option shall be contingent on receipt by the Company of the exercise price paid in either cash, certified or personal check payable to the Company.</P>
<P ALIGN="LEFT">9.&#9;<U>Withholding</U>. If the grant of a Benefit hereunder, or exercise of an Option given as a Benefit is subject to withholding or other trust fund payment requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or applicable state or local laws, the Company will initially pay the Optionee's liability and will be reimbursed by Optionee no later than six months after such liability arises and Optionee hereby agrees to such reimbursement terms. </P>
<P ALIGN="LEFT">10.&#9;<U>Dilution or Other Adjustment.</U> The shares of Common Stock subject to this Plan and the exercise price of outstanding Options are subject to proportionate adjustment in the event of a stock dividend on the Common Stock or a change in the number of issued and outstanding shares of Common Stock as a result of a stock split, consolidation, or other recapitalization. The Company, at its option, may adjust the Options, issue replacements, or declare Options void.</P>
<P ALIGN="LEFT">11.&#9;<U>Benefits to Foreign Nationals</U>. The Plan Administrators may, in order to fulfill the purpose of this Plan and without amending this Plan, grant Benefits to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Benefits made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to give such individuals essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan.</P>
<P ALIGN="LEFT">12.&#9;<U>Listing and Registration of Shares</U>. Each Option shall be subject to the requirement that if at any time the Plan Administrators shall determine, in their sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such Option or the issuance or purchase of shares thereunder, such Option may not be exercised in whole or in part unless and until such listing, registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Plan Administrators.</P>
<P ALIGN="LEFT">13.&#9;<U>Expiration and Termination of this Plan</U>. 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 One Billionth share is issued hereunder.</P>
<P ALIGN="LEFT">14.&#9;<U>Amendment of this Plan</U>. This Plan may not be amended more than once during any six month period, other than to comport with changes in the Code or the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder. The Plan Administrators may modify and amend this Plan in any respect.</P><DIR>
<DIR>

<P ALIGN="LEFT">ATTEST:</P></DIR>
</DIR>

<P ALIGN="LEFT">/s/ Richard Surber</P>
<P ALIGN="LEFT">&#9;Richard D. Surber, President </P>
<P ALIGN="LEFT">&#9;</P>
</FONT><B><FONT FACE="CG Times" SIZE=6><P ALIGN="CENTER">MICHAEL GOLIGHTLY</P>
</B></FONT><FONT FACE="CG Times" SIZE=2><P ALIGN="CENTER">59 West 100 South</P>
<P ALIGN="LEFT">&#9;Second Floor</FONT><FONT FACE="CG Times" SIZE=1>&#9;Telephone: (801) 575-8073 ext 105</P>
</FONT><FONT FACE="CG Times" SIZE=2><P ALIGN="LEFT">Attorney at Law&#9;Salt Lake City, Utah 84101</FONT><FONT FACE="CG Times" SIZE=1>&#9;Facsimile: (801) 575-8092</P>
</FONT><B><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
</B><P ALIGN="LEFT">February 4, 2005</P>
<P ALIGN="LEFT">Board of Directors</P>
<P ALIGN="LEFT">Nexia Holdings, Inc.</P>
<P ALIGN="LEFT">59 West 100 South, Second Floor</P>
<P ALIGN="LEFT">Salt Lake City, Utah 84101</P><DIR>
<DIR>

<B><P ALIGN="LEFT">Re:&#9;Legality and Authorization of Shares Issued Under Form S-8 Registration Statement</P></DIR>
</DIR>

</B><P ALIGN="LEFT">Gentlemen:</P>
<P ALIGN="LEFT">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 a registration statement on Form S-8 (the "Registration Statement") 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 Benefit Plan entitled "The 2005 Benefit Plan of Nexia Holdings, Inc." (the "Benefit Plan") pursuant to which the Company has authorized the issuance of One Billion (1,000,000,000) shares of the Company<FONT FACE="WP TypographicSymbols,Times New Roman">=</FONT> ' common stock, par value $.001 (the "Shares"). </P>
<P ALIGN="LEFT">In connection with the preparation of this Opinion, I have examined the following:</P>
<P ALIGN="LEFT">1.&#9;The Company's Articles of Incorporation and amendments thereto and Bylaws as submitted to me by the Company pursuant to my request for same;</P>
<P ALIGN="LEFT">2.&#9;The Registration Statement herein referenced;</P><DIR>
<DIR>

<P ALIGN="LEFT">3.&#9;The Board of Director's Resolution, dated February 1, 2005, authorizing and approving the Company's 2005 Benefit Plan and the preparation of the Registration Statement;</P></DIR>
</DIR>

<P ALIGN="LEFT">4. The Company's Section 10(a) Prospectus for the Registration Statement;</P><DIR>
<DIR>

<P ALIGN="LEFT">5. The Company's Form 10-KSB for the fiscal year ended December 31, 2003; </P>
<P ALIGN="LEFT">6.&#9;The Company's Form 10-QSB for the quarter ended March 31, 2004;</P>
<P ALIGN="LEFT">7.&#9;The Company's Form 10-QSB for the quarter ended June 30, 2004;</P>
<P ALIGN="LEFT">8.&#9;The Company's Form 10-QSB for the quarter ended September 30, 2004; </P></DIR>
</DIR>

<P ALIGN="LEFT">9. Such other documents as I have deemed necessary for the purposes of this Opinion. </P>
<P ALIGN="LEFT">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. </P>
<P ALIGN="LEFT">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 Registration Statement; and that the One Billion (1,000,000,000) shares to be included in 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.</P>
<P ALIGN="LEFT">This opinion is based upon and subject to the qualifications and limitations specified below:</P><DIR>
<DIR>

<P ALIGN="LEFT">(A) Certain of the remedial provisions of the 2005 Benefit Plan may be further limited or rendered unenforceable by other applicable laws and interpretations.</P>
<P ALIGN="LEFT">(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.</P>
<P ALIGN="LEFT">(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.</P>
<P ALIGN="LEFT">(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. </P>
<P ALIGN="LEFT">(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.</P>
<P ALIGN="LEFT">(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. </P>
<P ALIGN="LEFT">(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.</P></DIR>
</DIR>

<P ALIGN="LEFT">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. </P>
<P ALIGN="LEFT">Sincerely,</P>
<P ALIGN="LEFT">&nbsp;</P>
<U><P ALIGN="LEFT">/s/ Michael Golightly </U>&#9;</P>
<P ALIGN="LEFT">Michael Golightly</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</TD>

<FONT FACE="Shruti" SIZE=1><P ALIGN="LEFT">&nbsp;</P>
</FONT><P ALIGN="LEFT">HJ &amp; ASSOCIATES, L.L.C..</P>
<P ALIGN="LEFT">CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS</P>
<P ALIGN="LEFT">50 South Main Street, Suite 1450</P>
<P ALIGN="LEFT">Salt Lake City, Utah 84144</P>
<FONT FACE="CG Times"><P ALIGN="CENTER">CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</P>
</FONT><P ALIGN="LEFT">To the Board of Directors and Shareholders of</P>
<P ALIGN="LEFT">Nexia Holdings, Inc.</P>
<P ALIGN="LEFT">Salt Lake City, Utah</P>
<P ALIGN="LEFT">&nbsp;</P>
<FONT FACE="CG Times"><P ALIGN="LEFT">We hereby consent to the incorporation by reference in this 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.</P>
</FONT><FONT FACE="Shruti"><P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<U><P ALIGN="LEFT">/s/ HJ &amp; Associates, LLC.</P>
</U></FONT><P ALIGN="LEFT">HJ &amp; Associates, LLC</P>
<P ALIGN="LEFT">Salt Lake City, Utah</P>
<P ALIGN="LEFT">February 4, 2005</P></BODY>
</HTML>
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FRMS805
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________________
NEXIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Nevada
EIN:
84-1062062
59 West 100 South, Second Floor, Salt Lake City, Utah 84101
(Address of principal executive offices)
The 2005 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 Securities to be Registered: 	 Common Stock, 0.001 par value
Amounts to be Registered: 1,000,000,000
Proposed Maximum Offering Price Per Share(1): $0.0002
Proposed Maximum Aggregate Offering Price: $200,000
Amount of Registration Fee: $25.34
(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 February 4, 2005, 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.
2005 Benefit Plan of Nexia Holdings, Inc.
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section 10(a) Prospectus that will be delivered to each employee, consultant, or director who participates in the Plan.
Registration Statement Item Numbers and Headings
Prospectus Heading
1.	Plan Information					Section 10(a) Prospectus
2.	Registrant Information and 				Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Nexia Holdings, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference:
1.	The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.
2.	All reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year ended December 31, 2003.
Prior to the filing, if any, of a post-effective amendment that indicates that all securities covered by this Registration Statement have been sold or that de-registers all such securities then remaining unsold, all reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this Registration Statement is part of a class of securities registered under Section 12 of the Exchange Act. The securities are described in the Form S-18 Registration Statement filed on September 16, 1988 under the Securities Act of 1933, as amended (the "Securities Act"), including any amendment or report filed for the purpose of updating such description.
Item 5. Interests of Named E
xperts and Counsel
No expert is named as preparing or certifying all or part of the registration statement to which this prospectus pertains, and no counsel for the Company who is named in this prospectus as having given an opinion on the validity of the securities being offered hereby was hired on a contingent basis or has or is to receive, in connection with this offering, a substantial interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended, provide for the indemnification of the Company's officers, directors, employees and agents under certain circumstances as follows:
NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.
1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.
1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Articles of Incorporation.
The Company's Amended and Restated Articles of Incorporation provide that the personal liability of a director or officer of the Company to the Company or its stockholders for monetary damages for breach of fiduciary duty, for any action taken or for any failure to take any action, as a director or officer, shall be eliminated to the fullest extent permissible under Nevada law, except for (a) acts or omissions which involve intentional misconduct, fraud, infliction of harm on the Company or its stockholders or a knowing violation of criminal law, (b) the payment of
distributions in violation of Section 78.300 of the Nevada Revised Statutes, or (c) the amount of a financial benefit received by a director to which he is not entitled.
Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities ( other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to this registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the Exhibit Index, which is found on page 8.
Item 9. Undertakings
(a)	The undersigned registrant hereby undertakes:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2)	To treat, for the purpose of determining any liability under the Securities Act, each such post-effective amendment as a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 February 4, 2005.
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 				February 4, 2005
Richard D. Surber
/s/ Gerald Einhorn
Director 				February 4, 2005
Gerald Einhorn
/s/ John Fry, Jr.
Director 				February 4, 2005
John Fry, Jr.
Director 				February ___, 2005
Adrienne Bernstein
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nexia Holdings, Inc.
(a Nevada corporation)
INDEX TO EXHIBITS
Exhibits
SEC Ref. No.
Description of Exhibit
Page
A
4
2005 Stock Benefit Plan of the Company
B
5, 23(b)
Opinion and consent of Counsel with respect to the legality of the issuance of securities being issued
13
C
Consents of Independent Registered Public Accounting Firm
16
THE 2005 BENEFIT PLAN OF NEXIA HOLDINGS, INC.
Nexia Holdings, Inc., a Nevada corporation (the "Company"), hereby adopts The 2005 Benefit Plan of Nexia Holdings, Inc. (the "Plan") this 4
th
day of February, 2005. Under the Plan, the Company may issue stock, or grant options to acquire the Company's common stock, par value $0.001 (the "Stock"), from time to time to employees of the Company or its subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In addition, at the discretion of the Board of Directors, Benefits may from time to time be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company or its subsidiaries, but are not employees of the Company or its subsidiaries, provided that bona fide services shall be rendered by consultants and advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. No stock may be issued, or option granted under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Company's securities.
1.
Purpose of the Plan
. The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of assuring the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. The Company has designed this Plan to aid it in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company, but who management perceives to have contributed to the success of the Company or who are important to the continued business and operations of the Company. The above goals will be achieved through the granting of Benefits.
2.
Administration of this Plan
. Administration of this Plan shall be determined by the Company's Board of Directors (the "board"). Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of this Plan or specific administrative duties with respect to this Plan on such terms and to such committees of the Board as it deems proper (hereinafter the Board or its authorized committee shall be referred to as "Plan Administrators"). The interpretation and construction of the terms of this Plan by the Plan Administrators thereof shall be final and binding on all participants in this Plan absent a showing of demonstrable error. No member of the Plan Administrators shall be liable for any action taken or determination made in good faith with respect to this Plan. Any Benefit approved by a majority vote of those Plan Administrators attending a duly and properly held meeting shall be valid. Any Benefit approved by the Plan Administrators shall be approved as specified by the Board at the time of delegation.
3.
Shares of Stock Subject to this Plan
. A total of One Billion (1,000,000,000) 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.
4.
Reservation of Stock on Granting of Option
. At the time any Option is granted under the terms of this Plan, the Company will reserve for issuance the number of shares of Stock subject to such Option until it is exercised or expires. The Company may reserve either authorized, but unissued shares or issued shares reacquired by the Company.
5.
Eligibility
. The Plan Administrators may grant Benefits to employees, officers, and directors of the Company and its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Company or its subsidiaries, including consultants and advisors, provided that such consultants and advisors render bona fide services to the Company or its subsidiaries and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction. In any case, the Plan Administrators shall determine, based on the foregoing limitations and the Company
=
s best interests, which employees, officers, directors, consultants and advisors are eligible to participate in this Plan. Benefits shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Plan Administrators, all as may be within the provisions of this Plan.
6.
Term of Options issued as Benefits and Certain Limitations on Right to Exercise.
a.	Each Option issued as a benefit hereunder ("Option") shall have its term established by the Plan Administrators at the time the Option is granted.
b.	The term of the Option, once it is granted, may be reduced only as provided for in this Plan and under the express written provisions of the Option.
c.	Unless otherwise specifically provided by the written provisions of the Option or required by applicable disclosure or other legal requirements promulgated by the Securities and Exchange Commission ("SEC"), no participant of this Plan or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until such participant exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and then only as to the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date on which the Stock subject to the Option is acquired by the holder.
d.	Options shall vest and become exercisable at such time or times and on such terms as the Plan Administrators may determine at the time of the grant of the Option.
e.	Options may contain such other provisions, including further lawful restrictions on the vesting and exercise of the Options as the Plan Administrators may deem advisable.
f.	In no event may an Option be exercised after the expiration of its term.
g.	Options shall be non-transferable, except by the laws of descent and distribution.
7.
Exercise Price
. The Plan Administrators shall establish the exercise price payable to the Company for shares to be obtained pursuant to Options, which exercise price may be amended from time to time as the Plan Administrators shall determine.
8.
Payment of Exercise Price
. The exercise of any Option shall be contingent on receipt by the Company of the exercise price paid in either cash, certified or personal check payable to the Company.
9.
Withholding
. If the grant of a Benefit hereunder, or exercise of an Option given as a Benefit is subject to withholding or other trust fund payment requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or applicable state or local laws, the Company will initially pay the Optionee's liability and will be reimbursed by Optionee no later than six months after such liability arises and Optionee hereby agrees to such reimbursement terms.
10.
Dilution or Other Adjustment.
The shares of Common Stock subject to this Plan and the exercise price of outstanding Options are subject to proportionate adjustment in the event of a stock dividend on the Common Stock or a change in the number of issued and outstanding shares of Common Stock as a result of a stock split, consolidation, or other recapitalization. The Company, at its option, may adjust the Options, issue replacements, or declare Options void.
11.
Benefits to Foreign Nationals
. The Plan Administrators may, in order to fulfill the purpose of this Plan and without amending this Plan, grant Benefits to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Benefits made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to give such individuals essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan.
12.
Listing and Registration of Shares
. Each Option shall be subject to the requirement that if at any time the Plan Administrators shall determine, in their sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such Option or the issuance or purchase of shares thereunder, such Option may not be exercised in whole or in part unless and until such listing, registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Plan Administrators.
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 One Billionth share is issued hereunder.
14.
Amendment of this Plan
. This Plan may not be amended more than once during any six month period, other than to comport with changes in the Code or the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder. The Plan Administrators may modify and amend this Plan in any respect.
ATTEST:
/s/ Richard Surber
Richard D. Surber, President
MICHAEL GOLIGHTLY
59 West 100 South
Second Floor
Telephone: (801) 575-8073 ext 105
Attorney at Law	Salt Lake City, Utah 84101
Facsimile: (801) 575-8092
February 4, 2005
Board of Directors
Nexia Holdings, Inc.
59 West 100 South, Second Floor
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 a registration statement on Form S-8 (the "Registration Statement") 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 Benefit Plan entitled "The 2005 Benefit Plan of Nexia Holdings, Inc." (the "Benefit Plan") pursuant to which the Company has authorized the issuance of One Billion (1,000,000,000) shares of the Company
=
' common stock, par value $.001 (the "Shares").
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 Director's Resolution, dated February 1, 2005, authorizing and approving the Company's 2005 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 Registration Statement; and that the One Billion (1,000,000,000) shares to be included in 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 2005 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
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 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.
/s/ HJ & Associates, LLC.
HJ & Associates, LLC
Salt Lake City, Utah
February 4, 2005