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: March 31,2004 . . . . . . . . . . .  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 accounting department is under staffed. No additional effective
assistance could be obtained. As a result, the Company's Form 10-QSB for the
quarter ending March 31, 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: May 14, 2004                  By:   /s/ Richard D. Surber
     -------------                  -------------------------------------------
                                    Name: Richard D. Surber
                                    Title:    President