UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                               FORM 12b-25

          [ ] Form 10-K  [ ] Form 20-F  [ ]  Form 11-K  [X] Form 10-Q

For Period Ended: June 30,2004                         SEC FILE NUMBER 33-2128-D
                                                        CUSIP NUMBER 65336B 10 3
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition
Report on Form N-SAR For Period Ended:
                                      --------------------

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the
notification relates: Entire Form 10-QSB

Part I - Registrant Information

         Full Name of Registrant            Nexia Holdings, Inc.
                                            --------------------

         Former Name if Applicable          N/A
                                            ---

         Address of Principal Executive Office:
                  268 West 400 South, Suite 300
                  Salt Lake City, Utah 84101

Part II--RULES 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) the following
should be completed. (Check box if appropriate)

[X]               (a) The reasons described in reasonable detail in Part III of
                  this form could not be eliminated without unreasonable effort
                  or expense;

[X]               (b) The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 2-F, 11-F, or From N-SAR, or portion
                  thereof will be filed on or before the fifteenth calendar day
                  following the prescribed due date; or the subject quarterly
                  report or transition report on Form 10-Q, or portion thereof
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

                  (c) The accountant's statement or other exhibit required by
                  Rule 12b-25(c) has been attached if applicable.






Part III - Narrative

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q or N-SAR or portion thereof could not be filed within the prescribed time
period.


The Company's independent registered public accounting firm has been unavoidably
delayed in conducting their review of the second quarter financial records of
the Company. As a result, the Company's Form 10- QSB for the quarter ending June
30, 2004 could not be prepared for timely filing without unreasonable effort and
expense.


Part IV - Other Information

         (1) Name and telephone number of person to contact in regard to this
notification.

Richard D. Surber                President                      (801)575-8073
--------------------------------------------------------------------------------
     (Name)                       (Title)                    (Telephone Number)

         (2)      Have all other periodic reports required under section 13 or
                  15(d) of the Securities Exchange Act of 1934 or section 30 of
                  the Investment Company Act of 1940 during the 12 months or for
                  such shorter period that the registrant was required to file
                  such report(s) been filed? If the answer is no, identify
                  report(s).
                                                               (X) Yes   ( )  No

         (3)      Is it anticipated that any significant change in results of
                  operations from the corresponding period for the last fiscal
                  year will be reflected by the earnings statements to be
                  included in the subject report or portion thereof?
                                                               ( ) Yes   (X)  No

                  If so, attach an explanation of the anticipated change, both
                  narrative and quantitatively, and, if appropriate, state the
                  reasons why a reasonable estimate of the results cannot be
                  made.


                           Nexia Holdings, Inc.
                           --------------------
                (Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: August 12, 2004                           By: /s/ Richard D. Surber
     ----------------                              -----------------------------
                                                   Name: Richard D. Surber
                                                   Title: President