Edgar Filing: NEXIA HOLDINGS INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2004.

[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .

Commission file number: 33-22128-D
-----------

NEXIA HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)

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

268 West 400 South, Salt Lake City, Utah 84101
-------------------------------------------- -------------
(Address of principal executive office) (Zip Code)

(801) 575-8073 (Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes XX No

The number of outstanding shares of the issuer's common stock, $0.001
par value, as of November 19, 2004 was 207,895,332.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS............................................... 2

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ..... .........................4

ITEM 3. CONTROLS AND PROCEDURES .............................................8

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS....................................................8

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................9

ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................................9

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................9

ITEM 5. OTHER INFORMATION...................................................10

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................10

SIGNATURES..................................................................12

INDEX TO EXHIBITS...........................................................13

ITEM 1. FINANCIAL STATEMENTS

As used herein, the term "Nexia" refers to Nexia Holdings, Inc., a Nevada
corporation, its subsidiary corporations and predecessors unless otherwise
indicated. The accompanying unaudited, consolidated interim financial
statements have been prepared in accordance with the instructions to Form
10-QSB pursuant to the Securities and Exchange Commission and, therefore,
do not include all information and footnotes necessary for a complete
presentation of our financial position, results of operations, cash flows
and stockholders' equity in conformity with generally accepted accounting
principles in the United States of America. In the opinion of management,
all adjustments considered necessary for a fair presentation of the results
of operations and financial positions have been included and all such
adjustments are of a normal recurring nature.

Our unaudited consolidated balance sheet as of September 30, 2004, audited
consolidated balance sheet as of December 31, 2003, the related unaudited
consolidated statements of operations and other comprehensive income (loss)
for the three and nine months ended September 30, 2004 and 2003 and unaudited
consolidated statements of cash flows for the nine months ended September 30,
2004 and 2003 are attached hereto as Pages F-1 through F-17 and are
incorporated herein by this reference.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE

Consolidated Balance Sheets......................................................................F-2

Consolidated Statements of Operations and Other Comprehensive Income (Loss)......................F-4

Consolidated Statement of Stockholders' Equity ..................................................F-6

Consolidated Statements of Cash Flows...........................................................F-14

Notes to Consolidated Financial Statements......................................................F-16

F-1

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

September 30, 2004 December 31, 2003
--------------- --------------
ASSETS (Unaudited)
Current Assets

Cash $ 93,515 $ 94,073
Restricted Cash 79,674 -
Accounts receivable - trade, net 120,889 33,387
Related party accounts receivable 39,982 12,952
Notes receivable - net of allowance of $315,000 50,590 36,949
Prepaid expenses 3,025 99
Marketable securities 31,889 205,400
-------------- ------------
Total Current Assets 419,564 382,860
-------------- ------------
Fixed Assets
Property and equipment, net 2,824,683 2,570,691
Land 489,295 488,895
-------------- ------------
Total Fixed Assets 3,313,978 3,059,586
-------------- ------------
Other Assets
Loan Costs, net 27,880 38,059
-------------- ------------
Total Other Assets 27,880 38,059
-------------- ------------
TOTAL ASSETS $ 3,761,422 $ 3,480,505
============== ============

The accompanying notes are an integral part of these consolidated financial statements.

F-2

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (continued)

September 30, 2004 December 31, 2003
----------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 258,323 $ 188,188
Accrued liabilities 161,045 130,524
Current portion of WVDEP liability - 20,000
Unearned rent 34,640 28,455
Deferred revenue 409 8,958
Deferred gain on sale of subsidiary - 21,770
Refundable deposits 15,391 15,541
Convertible debentures 60,000 60,000
Current portion long-term debt 1,161,957 1,213,859
---------- ----------
Total Current Liabilities 1,691,765 1,687,295
---------- ----------
Long-Term Liabilities
Long-term debt 1,607,381 1,548,740
---------- ----------
Total Long-Term Liabilities 1,607,381 1,548,740
---------- ----------
Total Liabilities 3,299,146 3,236,035
---------- ----------
MINORITY INTEREST 196,740 199,765
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred Series B stock, $0.001 par value, 50,000,000
shares authorized, 8,000,000 shares
issued and outstanding 8,000 -

Common stock, $0.001 par value, 10,000,000,000
shares authorized 3,947,966 and 348,503
shares issued and outstanding, respectively 3,948 349
Additional paid-in capital 12,056,702 10,411,636
Treasury stock - 29,138 and 20,038
shares at cost, respectively (100,618) (100,618)
Expenses prepaid with common stock - (13,333)
Stock subscription receivable (22,821) (28,000)
Other comprehensive income (4,396) (862)
Accumulated deficit (11,675,279) (10,224,467)
----------- -----------

TOTAL STOCKHOLDERS' EQUITY 265,536 44,705
----------- -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,761,422 $ 3,480,505
=========== ===========

The accompanying notes are an integral part of these consolidated financial statements.

F-3

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Other Comprehensive (Loss)
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ------------------------
2004 2003 2004 2003
---------- ---------- ---------- ---------
Revenue
Consulting revenue $ 52,700 $ 145,869 $ 109,133 $ 256,702
Rental revenue 132,947 107,426 379,958 346,650
---------- ---------- ---------- ---------
Total Revenue 185,647 253,295 489,091 603,352

Costs of Revenue
Costs associated with consulting revenue 96,506 323,116 349,329 427,486
Costs associated with rental revenue 223,521 71,255 520,170 241,761
Interest associated with rental revenue 55,771 36,110 171,085 187,097
----------- ---------- ---------- ---------
Total Costs of Revenue 375,798 430,481 1,040,584 856,344

Gross Profit (Deficit)
Gross (deficit) from consulting operations (43,806) (177,247) (240,196) (170,784)
Gross profit (deficit) from real estate operation (146,345) 61 (311,297) (82,208)
----------- ---------- ---------- ---------
Gross Profit (Deficit) (190,151) (177,186) (551,493) (252,992)

Expenses
General & administrative expense 192,955 88,231 1,052,374 112,591
Impairment of marketable securities 6,935 - 194,827 5,022
----------- ---------- ---------- ---------
Total Expenses 199,890 88,231 1,247,201 117,613
----------- ---------- ---------- ---------
Operating Loss (390,041) (265,417) (1,798,694) (370,605)

Other Income (Expense)
Interest Income (expense) (2,562) 7 (8,456) 2,092
Gain (loss) on sale of property and equipment - 4,510 - (5,449)
Gain on sale of subsidiaries 73,849 - 313,119 279,268
Gain (loss) on sale of marketable securities - 20,773 - (6,840)
Other income (expense) 14,828 (13) 25,194 42,841
Gain on settlement of debt - - 15,000 -
----------- ---------- --------- --------
Total Other Income (Expense) 86,115 25,277 344,857 311,912
----------- ---------- --------- --------
Loss Before Minority Interest (303,926) (240,140) (1,453,837) (58,693)
Minority Interest in Loss 2,350 2,293 3,025 23,308
----------- ---------- ---------- --------
Net Loss Before Discontinued Operations (301,576) (237,847) (1,450,812) (35,385)

Loss from discontinued operations - - - (83,611)
----------- ---------- ---------- --------
Net Loss (301,576) (237,847) (1,450,812) (118,996)
----------- ---------- ---------- --------
Other Comprehensive Loss
Change in marketable securities - (16,073) - (1,715)
----------- ---------- ---------- ---------
Total Comprehensive Loss $ (301,576) $ (253,920) $(1,450,812) $ (120,711)
=========== ========== ========== =========

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Other Comprehensive (Loss)
(Unaudited) Continued

Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ------------------------
2004 2003 2004 2003
---------- --------- ---------- ---------
Net Loss Per Common Share, Basic and Diluted

Loss before minority interest $ (0.15) $ (0.75) $ (1.67) $ (0.19)
Minority interest in loss 0.00 0.00 0.00 0.07
----------- ---------- ---------- ---------
Loss before discontinued operations (0.15) (0.75) (1.67) (0.12)
Loss from discontinued operations 0.00 0.00 0.00 (0.26)
----------- ---------- ---------- --------

Net loss per weighted average
common share outstanding $ (0.15) $ (0.75) $ (1.67) $ (0.38)
========== ========== ========= ========
Weighted average shares outstanding - basic
and diluted 1,966,904 322,217 922,947 315,809
========== ========== ========= ========

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity

Preferred Stock
Shares Amount
--------- -----------
Balance,
December
31, 2002 - $ -

Common stock
issued for
loan fee - -

Disposition
of treasury
stock and
stock
subscription
due to sale
of subsidiary - -

Common stock
issued for
services - -

Common stock
issued for
Bonus - -

Common stock
issued for
services and
prepaid
services - -

Common stock
issued for
stock option
exercise to
employees - -

Intrinsic
value of
stock options
issued to
employees - -

Beneficial
conversion
feature on
convertible
debentures - -

Adjustment for
marketable
securities - -

Net loss for
the year
ended
December
31, 2003 - -
------------ -----------
Balance,
December
31, 2003 - $ -
------------ -----------

The accompanying notes are an integral part of these consolidated financial statements

F-6

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity (Continued)

Additional Stock Expenses Other Total
Common Stock Paid-in Treasury Subscription Prepaid with Deferred Comprehensive Accumulated Stockholders
Shares Amount Capital Stock Receivable Common Stock Consulting Income (Loss) Deficit Equity
----------- -------- ----------- ---------- ----------- ------------ ---------- ------------- ------------- -----------
Balance,
December
31, 2003 310,353 $ 310 $ 9,957,316 $(107,741) $ (107,800) $ - $ - $ 873 $(9,322,642) $ 420,316

Common stock
issued for
loan fee 5,000 5 49,996 - - - - - - 50,000

Disposition
of treasury
stock and
stock
subscription
due to sale
of subsidiary - - - 7,123 107,800 - - - - 114,923

Common stock
issued for
services 8,000 8 18,992 - - - - - - 19,000

Common stock
issued for
bonus 17,550 18 228,132 - - - - - - 228,150

Common stock
issued for
services and
prepaid
services 2,000 2 39,998 - - (13,333) - - - 26,667

Common stock
issued for
stock option
exercise to
employees 5,600 6 55,994 - (28,000) - - - - 28,000

Intrinsic
value of
stock options
issued to
employees - - 49,600 - - - - - - 49,600

Beneficial
conversion
feature on
convertible
debentures - - 11,609 - - - - - - 11,609

Adjustment for
marketable
securities - - - - - - - (1,735) - (1,735)

Net loss for
the year
ended
December
31, 2003 - - - - - - - - (901,825) (901,825)
---------- -------- --------- --------- --------- ---------- ---------- ----------- ---------- ----------
Balance,
December
31, 2003 348,503 $ 349 $10,411,636 $(100,618) $ (28,000) $ (13,333) - $ (862) $ (10,224,467) $ 44,705
----------- -------- ----------- ---------- ----------- ------------ ---------- ----------- ------------ ---------

The accompanying notes are an integral part of these consolidated financial statements

F-7

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity (continued)

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity

Preferred Stock
Shares Amount
--------- -----------
Balance,
December
31, 2003 - $ -

Cancellation of
Common stock
for subscription
receivable
(Unaudited) - -

Common stock
issued for
services(Unaudited) - -

Common stock
issued for
building improvements
and services
(Unaudited) - -

Common stock
issued for
stock option exercise
to consultants
(Unaudited) - -

Common stock
issued for
stock option
exercise to
employees
(Unaudited) - -

Receipt of
subscriptions
receivable
(Unaudited) - -

Amoritzation of prepaid
expenses (Unaudited) - -

Intrinsic value of stock
options issued to
employees(Unaudited) - -
----------- -----------
Balance, Forward - $ -
----------- -----------

The accompanying notes are an integral part of these consolidated financial statements

F-8

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity (Continued)

Additional Stock Expenses Other Total
Common Stock Paid-in Treasury Subscription Prepaid with Deferred Comprehensive Accumulated Stockholders
Shares Amount Capital Stock Receivable Common Stock Consulting Income (Loss) Deficit Equity
----------- -------- ----------- ---------- ----------- ------------ ---------- ------------- ------------- -----------
Balance,
December
31, 2003 348,503 $ 349 $10,411,636 $(100,618) $ (28,000) $ (13,333) $ - $ (862) $(10,224,467) $ 44,705

Cancellation of
common stock
for
subscription
receivable
(Unaudited) (700) (1) (6,999) - 7,000 - - - - -

Common stock
issued for
services
(Unaudited) 269,831 270 680,382 - - - - - - 680,652

Common stock
issued for
building
improvements
and services
(Unaudited) 6,000 6 19,194 - - - - - - 19,200

Common stock
issued for stock
option
exercise to
consultants
(Unaudited) 150,400 150 108,994 - - - - - - 109,144

Common stock
issued for
stock option
exercise to
employees
(Unaudited) 106,100 106 139,994 - - - - - - 140,100

Receipt of
subscriptions
receivable
(Unaudited) - - - - 21,000 - - - - 21,000

Amortization of
prepaid
expenses
(Unaudited) - - - - - 13,333 - - - 13,333

Intrinsic
value of
stock options
issued to
employees
(Unaudited) - - 253,250 - - - - - - 253,250
----------- ------ ----------- ---------- -------- ---------- --------- ---------- ----------- ---------
Balance Forward 880,134 $ 880 $ 11,606,451 $ (100,618) $ - $ - $ - $ (862) $(10,224,467) $1,281,384
----------- ------ ----------- ---------- -------- ---------- --------- ---------- ----------- ---------

The accompanying notes are an integral part of these consolidated financial statements

F-9

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity

Preferred Stock
Shares Amount
--------- -----------
Balance,
Forward - $ -

Fair Value of
options issued
for prepaid
consulting fees
(Unaudited) - -

Application of
option
grants to
accounts
payable
(Unaudited) - -

Adjustment for
marketable
securities
(Unaudited) - -

Common stock
issued for
services
(Unaudited) - -

Common stock
issued for
stock option
exercise to
consultants
(Unaudited) - -

Common stock
issued for
stock option
exercise to
employees
(Unaudited) - -

Common stock
issued for
subscriptions
receivable,
consultants
(Unaudited) - -

Common Stock
issued for
subscriptions
receivable
employees
(Unaudited) - -

Fair Value of
stock options
issued to
consultants
(Unaudited) - -

Series B preferred
stock
issued for services
(Unaudited) 8,000,000 $ 8,000
---------- ----------
Balance Forward 8,000,000 $ 8,000
---------- ----------

The accompanying notes are an integral part of these consolidated financial statements

F-10

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity (Continued)

Additional Stock Expenses Other Total
Common Stock Paid-in Treasury Subscription Prepaid with Deferred Comprehensive Accumulated Stockholders
Shares Amount Capital Stock Receivable Common Stock Consulting Income (Loss) Deficit Equity
----------- -------- ----------- ---------- ----------- ------------ ---------- ------------- ------------- -----------
Balance Forward 880,134 $ 880 $11,606,451 $(100,618) $ - $ - $ - $ (862) $(10,224,467) $1,281,384

Fair Value of
options issued
for prepaid
consulting fees
(Unaudited) - - 43,988 - - - (43,988) - - -

Application of
option
grants to
accounts
payable
(Unaudited) - - 7,466 - - - - - - 7,466

Adjustment for
marketable
securities
(Unaudited) - - - - - - - (3,748) - (3,748)

Common stock
issued for
services
(Unaudited) 1,360,308 1,360 154,681 - - - - - - 156,041

Common stock
issued for
stock option
exercise to
consultants
(Unaudited) 358,000 358 40,104 - - - - - - 40,462

Common stock
issued for
stock option
exercise to
employees
(Unaudited) 105,000 105 19,395 - - - - - - 19,500

Common stock
issued for
subscriptions
receivables,
consultants
(Unaudited) 118,500 119 5,806 - (5,925) - - - - -

Common stock
issued for
subscriptions
receivables,
employees
(Unaudited) 1,126,024 1,126 15,770 - (16,896) - - - - -

Fair
value of
stock options
issued to
consultants
(Unaudited) - - 87,786 - - - - - - 87,786

Series B preferred
stock
issued for
services
(Unaudited) - - - - - - - - - 8,000
--------- ------- ---------- -------- -------- ------- --------- -------- ---------- ----------
Balance Forward 3,947,966 $ 3,948 $1,981,447 $(100,618) $(22,821) $ - $ (43,988) $(4,610) $(10,224,467) $1,596,891
--------- ------- ---------- -------- -------- ------- --------- -------- ----------- ----------

The accompanying notes are an integral part of these consolidated financial statements.

F-11

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity

Preferred Stock
Shares Amount
--------- -----------
Balance,
Forward 8,000,000 $ 8,000

Intrinsic Value of
stock options
issued to
employees
(Unaudited) - -

Shareholder proceeds
from Option stock
sales applied
to A/P (Unaudited) - -

Amortization of
deferred consulting
balance expensed
(Unaudited) - -

Adjustment for
marketable
securities
(Unaudited) - -

Net loss for
the nine months
ended
September
30, 2004
(Unaudited) - -
---------- ----------
Balance,
September
30, 2004
(Unaudited) 8,000,000 $ 8,000
========== ===========

The accompanying notes are an integral part of these consolidated financial statements

F-12

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity (Continued)

Additional Stock Expenses Other Total
Common Stock Paid-in Treasury Subscription Prepaid with Deferred Comprehensive Accumulated Stockholders
Shares Amount Capital Stock Receivable Common Stock Consulting Income (Loss) Deficit Equity
----------- -------- ----------- ---------- ----------- ------------ ---------- ----------- ------------- -----------
Balance,
Forward 3,947,966 $ 3,948 $11,981,447 $(100,618) $ (22,821) $ - $ (43,988) $ (4,610) $(10,224,467) $1,596,891

Intrinsic
value of
stock options
issued to
employees
(Unaudited) - - 55,949 - - - - - - 55,949

Shareholder
proceeds
from Option
stock
sales applied
to A/P
(Unaudited) - - 19,306 - - - - - - 19,306

Amortization of
deferred
consulting
expensed
(Unaudited) - - - - - - 43,988 - - 43,988

Adjustment
for
marketable
securities
(Unaudited) - - - - - - - 214 - 214

Net loss for
the nine
months
ended
September
30, 2004
(Unaudited) - - - - - - - - (1,450,812) (1,450,812)
--------- ------- --------- ---------- --------- ---------- ----------- ---------- ------------- ---------
Balance,
September
30, 2004
(Unaudited) 3,947,966 $ 3,948 $12,056,702 $ (100,618) $(22,821) $ - $ - $ (4,396) $ (11,675,279) $ 265,536
========= ======== ========== ========== ========= ========== ========== ========== ============= ==========

The accompanying notes are an integral part of these consolidated financial statements

F-13

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

For the Nine Months Ended
-----------------------------------
September 30, September 30
2004 2003
------------- ------------
Cash Flows From Operating Activities
Net Income (Loss) $ (1,450,812) $ (118,996)
Adjustments to reconcile net loss to net cash used in
operating activities:
Loss from discontinued operations - 83,611
Loss from sale of investments - 6,840
Loss from sale of property and equipment - 5,449
Gain from sale of subsidiaries - (279,268)
Permanent Impairment of marketable securities 194,827 5,022
Change in minority interest (3,025) (210,057)
Depreciation and amortization 99,574 102,213
Intrinsic and fair value of options issued 396,985 -
Issued common stock for services 752,207 247,150
Issued preferred stock for services 8,000 -
Amortization of expense prepaid with common stock 13,333 -
Revaluation and expense of variable deferred consulting 45,600 -
Changes in operating assets and liabilities:
Increase in restricted cash (79,674) (194,473)
Accounts receivable (87,502) (8,145)
Related party transactions (27,030) (38,118)
Prepaid expenses (2,926) 16,523
Other assets 10,179 7,846
Accounts payable 71,814 95,719
Accrued liabilities 30,521 (1,854)
Deferred revenue 6,184 (50,398)
Refundable deposit (150) 12,083
Deferred gain on sale of subsidiary (21,770) -
Current portion of WVDEP liability (20,000) -
_____________ __________

Net Cash Used by Operating Activities (63,665) (318,853)
_____________ __________

Cash Flows From Investing Activities

Cash paid for securities investment (34,757) (5,890)
Cash loaned on notes receivable (20,431) -
Cash received on notes receivable 6,790 -
Net cash distributed in sale transaction - (15,351)
Proceeds from sale of marketable securities - 11,717
Proceeds from sale of property, plant and equipment - 6,714
Cash paid of property, plant and equipment (255,553) (28,419)
_______________ _________

Net Cash Used By Investing Activities (303,951) (31,229)
_______________ _________

The accompanying notes are an integral part of these consolidated financial statements

F-14

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
(Unaudited)

For the Nine Months Ended
-----------------------------------
September 30, September 30
2004 2003
--------------- -------------
Cash Flows From Long Term Financing Activities

Principal payments on long-term debt $ (97,351) $ (682,686)
Proceeds from long-term debt 104,090 968,675
Receipt of stock subscriptions receivable 21,000 -
Issuance of common stock for stock option exercise 339,319 -
--------------- -------------

Net Cash Provided By Financing Activities 367,058 285,989
--------------- -------------

Net Increase (Decrease) In Cash (558) (64,093)

Cash, Beginning Of Year 94,073 108,821
--------------- -------------

Cash, End Of Year $ 93,515 $ 44,728
=============== =============

Supplemental Disclosure Of Information

Cash paid during the year for interest $ 166,115 $ 187,097
=============== =============
Cash paid during the year for income taxes $ - $ -
=============== =============
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:

Preferred stock issued for services $ 8,000 $ -
=============== =============
Common stock issued for services $ 752,207 $ 247,150
=============== =============
Common stock issued for subscription receivable $ 22,281 $ -
=============== =============
Common stock issued for variable deferred consulting $ 43,988 $ -
=============== =============
Common stock issued for building improvements $ 98,733 $ -
=============== =============
Common stock issued for loan costs $ - $ 50,000
=============== =============
Office equipment acquired through capital lease $ - $ 19,815
=============== =============

The accompanying notes are an integral part of these consolidated financial statements.

F-15

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2004

NOTE 1 - BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements are those
of Nexia Holdings, Inc. and Subsidiaries (the Company) and have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements
prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted in
accordance with such rules and regulations. The information furnished
in the interim consolidated financial statements includes normal
recurring adjustments and reflects all adjustments, which, in the
opinion of management, are necessary for a fair presentation of such
consolidated financial statements. Although management believes the
disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim
consolidated financial statements be read in conjunction with the
Company's most recent audited consolidated financial statements and
notes thereto included in its December 31, 2003 Annual Report on Form
10-KSB. Operating results for the nine months ended September 30, 2004
are not indicative of the results that may be expected for the year
ending December 31, 2004.

NOTE 2 - GOING CONCERN

The Company's consolidated financial statements are prepared using
accounting principles generally accepted in the United States of
America applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal
course of business. The Company has incurred cumulative operating
losses through September 30, 2004 of $11,675,279 and a working capital
deficit of $1,272,201 at September 30, 2004 all of which raises
substantial doubt about the Company's ability to continue as a going
concern. Revenues have not been sufficient to cover the Company's
operating costs. Management's plans to enable the Company to continue
as a going concern include the following:
o Increasing revenues from rental properties by implementing new
marketing programs. Making certain improvements to
certain rental properties in order to make them more marketable.
o Reducing negative cash flows by selling rental properties that do not
at least break even.
o Refinancing high interest rate loans.
o Increasing consulting revenues by focusing on procuring clients that
pay for services rendered in cash or highly
liquid securities.
o Reducing expenses through consolidating or disposing of certain
subsidiary companies. Relying on shares of common stock
issued pursuant to registered S-8 to cover labor costs for
renovations of properties and the Company's staff.
o Raising additional capital through private placements of the
Company's common stock.

There can be no assurance that the Company can or will be successful
in implementing any of its plans or that they will be successful in enabling
the company to continue as a going concern. The Company's consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

F-16

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2004

NOTE 3 - MATERIAL EVENTS

A subsidiary of the Company is nearing completion of improvements to the
Wallace Bennett building in downtown Salt Lake City. Through September 30,
2004, there have been improvements totaling $529,000. Additional improvements
completed in October total $44,000, and it is estimated an additional $100,000
will be spent to complete the project.

The cost is being underwritten by issuing common stock to the general
contractor for part and a bank construction loan for the balance. The
bank loan balance as of October 14, 2004, was $733,138 with monthly
payments of $6,948. It is estimated the loan balance will increase by
another $100,000.

Dark Dynamite, Inc., a related company, occupies part of the second floor
of the building on a lease, and the ground floor retail space is all occupied.
The Company will move to the Wallace Bennett Building by the end of November.

On July 1, 2004, the Company authorized the issuance of 38,000 shares of its
common stock to Francis Zubrowski, pursuant to the exercise of his stock
options, the shares were registered under the Company's S-8 Registration
Statement.

On July 1, 2004, the Company authorized the issuance of 38,000 shares of its
common stock to Tim Hall, pursuant to the exercise of his stock options, the
shares were registered under the Company's S-8 Registration Statement.

On July 19, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 10,000
shares to Felix Correa, 10,000 shares to Tim Hall, 10,000 shares to Guy Cook,
and 20,000 shares to Ernie Burch. The shares were registered under the
Company's S-8 Registration Statement.

On July 22, 2004, the Company, as directed and authorized by the board of
directors, filed an amendment to its S-8 Registration Statement and 2004
Benefit Plan, increasing the number of shares registered by 1,000,000. The
total number of shares now registered pursuant to the S-8 Registration
Statement and the 2004 Benefit Plan of the Company is 1,650,000.

On July 27, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 50,000
shares to Alex Bustos, 18,000 shares to Elias Roussos, 15,000 shares to
Michael Golightly, 10,000 shares to Sandra Jorgensen, 50,000 shares to
Tim Hall, 20,000 shares to Brent Sorensen, and 50,000 shares to Carl Spencer.
The shares were registered under the Company's S-8 Registration Statement.

On July 27, 2004, the Company authorized the issuance of 75,000 shares to Tim
Hall, 6,750 shares to Donald Decker and 10,500 shares to Carl Spencer of shares
registered under the Company=s S-8 Registration Statement.

On August 5, 2004, the Company authorized the issuance of 40,000 shares to Guy
Cook, 40,000 shares to Ernie Burch, 40,000 shares to Michael Golightly, 70,000
to Jose R. Prado, 30,000 shares to A. Franklin Adams, 30,000 shares to Alex
Bustos and 90,000 shares to Francis Zubrowski. All of these shares were
registered under the Company's S-8 Registration Statement.

On August 30, 2004, the Company authorized the issuance of 100,000 shares to
Hamlin K. Elrod and 100,000 shares to Edward T. Wells. All of these shares were
registered under the Company's Amended S-8 Registration Statement.

On September 7, 2004, the Company authorized the issuance of 101,344 shares to
Reggie Ainsworth, 66,560 shares to Jose R. Prado, 101,344 shares to Sandra
Jorgensen, 101,344 shares to Ernie Burch, 160,000 shares to Frank Adams,
138,656 shares to Michael Golightly, 116,480 shares to Alex Bustos and 155,296
shares to Guy Cook. All of these shares were registered under the Company's
Amended S-8 Registration Statement.
F-17

On September 7, 2004, the Company authorized the issuance of 100,000 shares
to Reggie Ainsworth pursuant to the exercise of an option good at 75% of the
market price. The shares were registered under the Company's Amended S-8
Registration Statement.

On September 7, 2004, the Company authorized the issuance of 43,848 shares to
Reggie Ainsworth, the shares were registered under the Company's Amended
Registration Statement.

On September 16, 2004, the Company authorized the issuance of 100,000 shares
to Reggie Ainsworth, 20,000 shares to Jose R. Prado, 18,500 shares to Elias
Roussos, 50,000 shares to Carl Spencer, 20,000 to Sandra Jorgensen, 10,000
shares to Guy Cook, 15,000 shares to Michael Golightly, 50,000 shares to Tim
Hall and 20,000 shares to Ernie Burch. All of these shares were registered
under the Company's Amended S-8 Registration Statement.

NOTE 4 - RELATED PARTY TRANSACTIONS

On January 29, 2004, the Company accepted 9,100 shares of its own common
stock held by Axia Group, Inc. (Axia), a related party, in satisfaction of all
amounts due as a result of its consulting agreement. These shares are being
held as treasury stock at predecessor basis of zero at September 30, 2004.

On September 21, 2004, the Company's board of directors approved the issuance
to the Company's President and Chief Financial Officer, 8,000,000 shares of the
Company's Series B Preferred Stock as an incentive to retaining the officer as
an employee of the Company.

During the period ended September 30, 2004, the Company lent Axia a total of
$33,140 in the form of cash and payment of expenses. A total of $39,982 is due
from Axia at September 30, 2004.

F-18

NEXIA HOLDINGS, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
September 30, 2004

NOTE 5 - OUTSTANDING STOCK OPTIONS

A summary of the status of the Company's stock option plans as of
September 30, 2004 and December 31, 2003 and changes during those periods is
presented below:

September 30, 2004 December 31, 2003
------------------------------- ------------------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
-------- ---------- ------------ ------------
Outstanding, beginning of period - $ - - $ -
Granted 2,897,524 0.003 5,600 0.01
Exercised/Cancelled - - - -
Exercised (2,075,024) 0.003 (5,600) 0.01
---------- ---------- ------------ ------------
Outstanding end of period 822,500 $ 0.002 - $ -
========== ========== ============ ============

Exercisable - $ - - $ -
========== ========== ============ ============

The Company estimated the fair value of each stock option issued during
the period at the grant date by using the Black-Scholes option pricing model
based on the following assumptions:

For the Period Ended
September 30, 2004
--------------------
Risk free interest rate 0.89% -- 1.63%
Expected life 0.08 - 0.33 years
Expected volatility 446.82 - 616.97%
Dividend yield 0.00%

NOTE 6 - PREFERRED STOCK

On September 21, 2004, the Company authorized the issuance of 8,000,000 shares
of its Series B Preferred Stock to Richard Surber. Such shares were issued to
retain Mr. Surber as a personal guarantor of certain mortgages for the Company.

On October 15, 2004, the Company's board of directors executed a Certificate of
Designation creating out of the 50,000,000 shares of Preferred Stock available
for issue a series to be designated as Series C Convertible Preferred Stock
consisting of 5,000,000 shares with a par value of $0.001 and carrying a stated
conversion value of $5.00 per share.

A stock purchase agreement was signed on November 8, 2004, by the Company with
Joseph Corso, Jr. The Company issued 100,000 shares of the Series C Convertible
Preferred Stock in exchange for $50,000 cash.

NOTE 7 - COMMON STOCK

On November 1, 2004, the Company conducted a 1 for 1000 reverse stock split of
all of its issued and outstanding common shares. All references to common
issued and outstanding stock or stock options, granted prior to November 1,
2004, have been retroactively restated to reflect the split.

NOTE 8 - SUBSEQUENT EVENTS

On October 6, 2004, the Company authorized the issuance of 250,000 shares to
Reggie Ainsworth, 250,000 shares to Hamlin Elrod, 250,000 shares to Elias
Roussos, 250,000 shares to Carl Spencer, 250,000 shares to Sandra Jorgensen,
250,000 shares to Guy Cook, 250,000 shares to Michael Golightly, 250,000 shares
to Tim Hall, 250,000 to Grant Anea, 250,000 shares to Brent Sorensen, 250,000
shares to Felix Correa, 250,000 shares to Donald Decker, 250,000 shares to Frank
Adams, 250,000 shares to Edward Wells and 250,000 shares to Alex Bustos. All
of these shares were registered under the Company's Amended S-8 Registration
Statement.

On October 20, 2004, the Company authorized the issuance of 197,366 shares to
Reggie Ainsworth registered under the Company's amended S-8 Registration
Statement.

On November 1, 2004, the Company issued to Joseph Corso, Jr., a Series A
Subordinated Convertible Redeemable Debenture due November 1, 2007, in the face
amount of $200,000, bearing interest at the rate of 24% per annum, in exchange
for $200,000 cash.

On November 4, 2004, the Company Board of Directors issued a resolution
approving the stock purchase agreement for Series C Preferred Stock and the
Series A Subordinated Convertible Redeemable Debenture due November 1, 2007,
with Joseph Corso, Jr.

On November 9, 2004, the Company received from Community First Bank debt
modification agreements which eliminated the on demand call provisions to two
loans with balances at September 30, 2004, of $1,015,256. The total balances of
these two loans are included in the September 30, 2004 Consolidated Balance
Sheets current portion of long term debt as part of the $1,161,957 shown. Refer
to the Capital Resources and Liquidity section, Page 5 of this report, for
further comments on the matter. The effect of the debt modification agreements
will result in a significant reduction in the current portion of long-term debt
and total current liabilities at December 31, 2004.

On November 12, 2004, the Company authorized the issuance of 40,000,000 shares
of its common stock registered on a Form S-8 Registration Statement as payment
for services rendered to 16 individuals. These share were dispersed to the
respective holders on November 19, 2004 pursuant to certain advisory and
employment contracts.

On November 12, 2004, the Company authorized the issuance of a total of
200,000,000 shares pursuant to 20 Option Agreements which allow for the
exercise of the option shares on a cashless basis with a strike price of 75%
of the sales at the time of exercise. These option shares were dispersed
to the respective holders on November 19, 2004.

On November 12, 2004, the Company issued 20,000,000 shares of its restricted
pursuant to Section 4(2) of the Securities Act of 1933 as partial satisfaction
to 2 debenture holders owed a total of $60,000 plus interested. Each holder
received 10,000,000 shares apiece.

F-20

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General

Nexia operates in two primary areas of business through its subsidiaries:
Nexia acquires, leases and sells real estate and provides financial consulting
services. The following discussion examines Nexia's financial condition as a
result of operations for the nine months ended September 30, 2004, and
compares those results with the comparable period from last year.

Real Estate Operations

Nexia's objective, with respect to real estate operations, is to acquire,
through subsidiaries, properties which management believes to be undervalued
and which Nexia is able to acquire with limited cash outlays. Nexia will
consider properties anywhere within the continental United States. Nexia
attempts to acquire such properties by assuming existing favorable financing
and paying the balance of the purchase price with nominal cash payments or
through the issuance of shares of common stock. Once such properties are
acquired, Nexia leases them to primarily commercial tenants. Nexia also makes
limited investments to improve the properties with the objective of increasing
occupancy and cash flows.

Management believes that, with limited improvements and effective management,
properties can be sold at a profit within a relatively short period of time.

Nexia recorded rental revenues of $132,947 and $379,958 for the three and nine
months ended September 30, 2004 respectively, as compared to $107,426 and
$346,650 for the same periods in 2003. Nexia's rental revenues for the
comparative three month and nine months periods did not fluctuate
significantly. Management's current belief is that rental revenues are
stabilizing and with certain improvements being made to various properties
rental revenues should improve over the next 12 months.

Nexia had a loss from real estate operations of $146,345 and $311,297 for the
three and nine months ended September 30, 2004, compared to a gain of $61 and a
loss of $82,208 for the same periods in 2003. The increase in loss is
attributable primarily to the increase in expenses relating to certain
improvements made during the three and nine months ended September 30, 2004.

Nexia will continue efforts to improve profitability and cash flow by working
to increase occupancy and rental income from those properties which have a high
vacancy rate as well as focusing on properties with the highest per square foot
rental rates. Nexia also intends to continue to purchase real estate primarily
for appreciation purposes. Accordingly, Nexia hopes to not only minimize any
real estate cash flow deficit, but also generate sufficient cash to record a
substantial profit upon property disposition.
4

Consulting Operations

Nexia, through its majority owned subsidiary, Hudson Consulting Group, Inc.,
("Hudson") provides a variety of financial consulting services to a wide range
of clients. The primary service performed by Hudson involves assisting clients
in structuring mergers and acquisitions. This includes locating entities
suitable to be merged with or acquired by Nexia's clients, as well as providing
general advice related to the structuring of mergers or acquisitions. Hudson
also assists clients in restructuring their capital formation and advises with
respect to general corporate problem solving.

Nexia's consulting subsidiary generates revenues through consulting fees
payable in the client's equity securities, cash, other assets or some
combination of the three. The primary form of compensation received is
equity securities of clients. When payment is made in the form of equity, the
number of shares to be paid is usually dependent upon the price of the client's
common stock (if such price is available) and the extent of consulting services
provided. When stock is received as payment it is booked as deferred revenue at
its currently quoted market value. After the stock is sold, it is then booked
as revenue along with an accompanying gain or loss on the sale.

Nexia generates cash flow, in part, by liquidating non-cash assets (equity
securities) received as fees for consulting services. As most fees are paid in
the form of equity, the revenues and cash flows realized by Nexia are somewhat
tied to the price of its clients' securities and Nexia's ability to sell such
securities. A decline in the market price of a client's stock can affect the
total asset value of Nexia's balance sheet and can result in Nexia incurring
substantial losses on its income statement.

Nexia's portfolio consists primarily of restricted and unrestricted shares of
common stock in micro to small cap publicly traded companies. The Company's
ownership in the above publicly traded companies is less than 20% and thus
accounts for them as investments available for sale at the lower of cost or
market. Nonetheless, Nexia's portfolio is considered extremely volatile.

Revenues from Nexia's financial consulting operations decreased for the
period ended September 30, 2004, as compared to the comparable periods in 2003.
Nexia recorded $52,700 and $109,133 in revenues for the three months and nine
months ended September 30, 2004, respectively, from its financial consulting
operations as compared to $145,869 and $256,702 for the same periods in 2003.
Nexia experienced a loss from consulting operations of $43,806 and $240,196
for the three and nine months ended September 30, 2004, as compared to losses
of $177,247 and $170,784 for the same periods in 2003. The increase in losses
from consulting is a result of Nexia's efforts to restructure and redefine
the types of services it will provide in the future. Nexia has significantly
scaled back its consulting operations and is considering discontinuing
such services.
5

Company Operations as a Whole

Revenues

Gross revenues for the three and nine month periods ended September 30, 2004,
were $185,647 and $489,091 respectively as compared to $253,295 and $603,352
for the same periods in 2003. The decrease in nine month revenues of $114,261
is primarily the result of the Company's decrease in the consulting revenue as
a result of restructuring efforts.

Losses

Nexia recorded operating losses of $390,041 and $1,798,694 for the three and
nine month periods ended September 30, 2004, respectively, compared to losses
of $265,417 and $370,605 for the comparable periods in the year 2003.

Nexia recorded net losses of $301,576 and $1,450,812 for the three and nine
months ended September 30, 2004, respectively, as compared to net losses of
$237,847 and $118,996 for the same periods in 2003. The increase in losses is
attributable primarily to the issuance of shares of common stock to pay for
services rendered which increased expenses and the decreased consulting
revenues.

The increases in losses are primarily due to the issuance of shares of common
stock for payment of services rendered. The shares in most cases are valued at
market and usually liquated for substantially less than market. Subsequently,
the issuance of shares because of certain accounting pronouncements shows the
company financial picture by grossing up expenses, thereby creating higher
losses than if the company paid for such services with cash.

Nexia does not expect to operate at a profit through fiscal 2004. Since
Nexia's activities are closely tied to the securities markets and the ability
to operate its real estate properties at a profit, future profitability or its
revenue growth tends to follow changes in the securities and real estate
marketplace. There can be no guarantee that profitability or revenue growth
can be realized in the future.

Expenses

General and administrative expenses for the three and nine months ended
September 30, 2004, were $192,955 and $1,052,374, respectively, compared to
$88,231 and $112,591 for the same periods in 2003. The increase in expenses is
due primarily to directors' fees of $480,000 and $107,153 in legal and
accounting fees. The Company issued 10,000,000 shares of restricted stock to
each director as fees during the first quarter of the year which has a current
value of approximately $80.

Depreciation expenses for the nine months ended September 30, 2004 and
September 30, 2003, were $99,574 and $102,213, respectively. This change was
due primarily to the sale of properties by the Company.

Capital Resources and Liquidity

On September 30, 2004, Nexia had current assets of $419,564 and $3,761,422 in
total assets. Nexia had a net working capital deficit of $1,272,201 at
September 30, 2004. The working capital deficit is due primarily to mortgages,
which will, or may, come due in the next twelve months and are thus considered
as current liabilities.

Part of the balance of long-term debt at September 30, 2004, is being carried
as a current liability because of clauses which allow the mortgagee to call the
notes. However, none of $1,015,256 will become due unless a default occurs.
Consequently, the working capital deficit would be $285,394 If this portion of
long term debt were removed from the calculation.

The Company signed a real estate purchase contract on November 2, 2004, to
purchase a 12 unit apartment building in Salt Lake City. The agreed to purchase
price is $620,000, and completion of the transaction is contingent on the
Company obtaining financing.

Net cash used in operating activities was $63,665 for the nine months ended
September 30, 2004, compared to net cash used in operating activities of
$318,853 for the nine months ended September 30, 2003.

Cash used in investing activities was $303,951 for the nine months ended
September 30, 2004, compared to cash used by investing activities of $31,229
for the same period in 2003.

Cash provided by financing activities was $367,058 for the nine months ended
September 30, 2004, compared to cash provided of $285,989 for the same period
in 2003.

Due to Nexia's debt service on real estate holdings, willingness to acquire
properties with negative cash flow shortages and acceptance of non-cash assets
for consulting services, Nexia may experience occasional cash flow shortages.
To cover these shortages we may need to sell securities from time to time at a
loss. In addition, the Company is currently experiencing challenges with regard
to cash flows. We are looking at several options to improve this situation,
including private or public placement of Nexia common stock.

Stock and Options To Employees and Contractors

Throughout the quarter ending September 30, 2004, Nexia's subsidiary, Hudson
Consulting Group, Inc., has continued a policy of limited cash payments to its
employees and relied primarily on the issuance of Nexia's common stock
registered under the Company's S-8 Registration Statement for employee
compensation. This has created significant dilution and will continue to dilute
existing shareholders until such practices cease to be used as a method of
compensating employees.

Impact of Inflation

Nexia believes that inflation has had a negligible effect on operations over
the past three years. Nexia believes that it can offset inflationary increases
in the cost of materials and labor by increasing sales and improving operating
efficiencies.

Known Trends, Events, or Uncertainties

General Real Estate Investment Risks

Nexia's investments are subject to varying degrees of risk generally incident
to the ownership of real property. Real estate values and income from Nexia's
current properties may be adversely affected by changes in national or local
economic conditions and neighborhood characteristics, changes in interest rates
and in the availability, cost and terms of mortgage funds, the impact of
present or future environmental legislation and compliance with environmental
laws, the ongoing need for capital improvements, changes in governmental rules
and fiscal policies, civil unrest, acts of God, including earthquakes and
other natural disasters which may result in uninsured losses, acts of war,
adverse changes in zoning laws and other factors which are beyond the
control of Nexia.

Value and Illiquidity of Real Estate

Real estate investments are relatively illiquid. The ability of Nexia to vary
its ownership of real estate property in response to changes in economic and
other conditions is limited. If Nexia must sell an investment, there can be no
assurance that Nexia will be able to dispose of it in the time period it
desires or that the sales price of any investment will recoup the amount of
Nexia's investment.

Property Taxes

Nexia's real property is subject to real property taxes. The real property
taxes may increase or decrease as property tax rates change and as the property
is assessed or reassessed by taxing authorities. If property taxes increase,
Nexia's operations could be adversely affected.
7

ITEM 3. CONTROLS AND PROCEDURES

Nexia's president acts both as the Company's chief executive officer and chief
financial officer ("Certifying Officer") and is responsible for establishing
and maintaining disclosure controls and procedures for Nexia. The Certifying
Officer has concluded (based on his evaluation of these controls and procedures
as of a date within 90 days of the filing of this report) that the design and
operation of Nexia's disclosure controls and procedures (as defined in Rule
13a-15) under the Securities Exchange Act of 1934 are effective and adequate.

There were no significant changes made in Nexia's internal controls or in other
factors that could significantly affect Nexia's controls subsequent to the date
of the evaluation, including any corrective actions with regard to slight
deficiencies and material weaknesses. Due to the Certifying Officer's dual role
as chief executive officer and chief financial officer, Nexia has no segregation
of duties related to internal controls.

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Since the filing of Nexia's 10-KSB for the period ended December 31, 2003 no
material changes have occurred to the legal proceedings reported therein,
except as noted below. For more information please see Nexia's Form 10-KSB
for the year ended December 31, 2003, filed May 19, 2004.

On September 14, 2004. Diversified Holdings I, Inc. v. West America Securities
Corporation and Robert Kay, was filed in the Third Judicial District Court of
Salt Lake County, civil file NO. 040919392. Suit was filed seeking final
payment of the settlement from past litigation. Diversified is owed the sum
of $50,000 plus interest for the failure of Mr. Kay and West America to have
paid these sums. Upon being informed of the filing of the suit settlement
discussion were initiated and efforts are ongoing to obtain payment of the
obligation and costs prior to service of process on the defendants.
Diversified is a majority owned subsidiary of Nexia Holdings, Inc.

On September 28, 2004. Nexia Holdings, Inc. v. Richard Bailey, individually
and Creative Marketing Group, Inc., was filed in the Third Judicial Circuit
Court of Salt Lake County, civil file No. 040920424. This civil matter seeks
to recover damages arising from the failed acquisition agreement between
Nexia and Creative Marketing Group, Inc. including the failure to timely make
payments provided for under a guaranty of payment for two debentures issued by
Nexia in the total sum of $60,000 principle, plus accrued interest. Additional
causes of action and damages have been asserted in the suit, specific amounts
of damages have not been specified. Service of process on the named defendants
has been accomplished and the answer or response of the named defendants has
not yet been received.

On October 6, 2004, Richard D. Surber and Hudson Consulting Group, Inc. v.
Richard A. Bailey, Florian R. Ternes, Gateway Distributors Inc. and Worldwide
Holdings Delaware Corp., was filed in the Third Judicial District Court of
Salt Lake County, civil No. 040921072. Recovery is sought for the nonpayment
of services provided to the named corporate defendants and the actions of the
named individuals in failing to make payments as promised. Mr. Surber has
joined the suit as a shareholder of Worldwide Holdings seeking recovery of
damages due to him personally that are in addition to those due to Hudson.
Service on the named parties has been placed with a private process server
in the area where each defendant is located. None of the defendants have
made an appearance.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On September 21, 2004, the Company authorized the issuance of 8,000,000 shares
of its Series B Preferred Stock to Richard Surber, such shares were issued to
retain Mr. Surber as a personal guarantor of certain mortgages for the Company
and valued at $8,000.

Effective as of November 1, 2004 the Board of Directors and with the consent of
a majority of the voting rights approved and set a 1 for 1,000 reverse stock
split of the common stock of the Company. All issued and outstanding shares of
common stock on that date have been subjected to a reverse split with every
1,000 outstanding shares being exchanged for 1 post-reverse share. All
fractional shares shall be rounded up to the next whole share. The trading
symbol of the company has been changed as of the effective date of the stated
reverse split and is now "NEXH.OB."

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

In a schedule 14C Information Statement filed on October 16, 2004, Nexia's
board provided information regarding the decision of the board that it would
be in the Company's best interest to conduct a reverse split of its common
stock on up to a one for one thousand basis and that the board had received
the consent of holders of a majority of the voting rights of the Compan's
securities to authorize the board to conduct such a reverse split in the
Board's discretion. Final action was taken by the board and effective as of
November 1, 2004 a 1 for 1,000 reverse split took effect.

The board believes that the reverse split provides for the combination of the
presently issued and outstanding shares of common stock into a smaller number
of shares of identical common stock. This process that is known as a reverse
split will take up to one thousand shares of the issued and outstanding common
stock on November 1, 2004 and convert those shares into one share of the
post-reverse stock split common stock.

The board has indicated that fractional shares will not be issued. Instead,
Nexia will issue one full share of the post-reverse stock split common stock to
any shareholder who would have been entitled to receive fractional shares as a
result of the process. Each shareholder will hold the same percentage of the
outstanding common stock immediately following the reverse stock split as that
shareholder did immediately prior to the stock split, except for minor
adjustment as a result of the additional shares that will need to be issued a
result of the treatment of fractional shares.

The primary purposes of the reverse stock split as set forth by the board in
the Schedule 14C are to accomplish the following:

a) increase the per share price of the common stock to help maintain
the interest of the markets
b) reduce the number of outstanding shares of common stock to a level
more consistent with other public companies with a similar anticipated
market capitalization; and c) provide the management of the Company
with additional flexibility to issue shares to facilitate future stock
acquisitions and financing for the Company.

For the above stated reasons, the board believes that the reverse stock split
is in the best interest of the Company and its shareholders. There can be no
9

assurance, however, that the reverse stock split will have the desired benefits

Effects of the reverse stock split.

The reverse stock split has been effected by filing an amendment to the
Company's Articles of Incorporation with the Nevada Secretary of State's office
and an effective date of November 1, 2004 has been approved by the board of
directors of the Company.

Nexia is currently authorized to issue 10,000,000,000 shares of its common
stock of which 3,947,865,594 shares were currently issued and outstanding as of
September 29, 2004. Shareholders holding votes equal to 4,172,426,643 have
consented in writing to the proposal, this constitutes approval of 52.5% of
the voting rights entitled to vote in any shareholder action. A reverse split
on a 1 for one thousand basis would reduce the number of issued and outstanding
shares of common stock to approximately 3,947,866 but will not reduce the
number of authorized shares of common stock. The reverse split will not have
any effect on the stated par value of the common stock.

The effect of the reverse split upon existing shareholders of the common stock
will be that the total number of shares of Nexia=s common stock held by each
shareholders will automatically convert into the number of whole shares of
common stock equal to the number of shares of common stock owned immediately
prior to the reverse stock split divided by up to 1,000, with an adjustment
for any fractional shares. (Fractional shares will be rounded up into a whole
share).

ITEM 5. OTHER INFORMATION

Each of the following disclosures has been adjusted to reflect the 1,000 for 1
reverse stock split of the outstanding shares of common stock that became
effective as of November 1, 2004.

On July 19, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 10,000
shares to Felix Correa,10,000 shares to Tim Hall, 10,000 shares to Guy Cook,
and 20,000 shares to Ernie Burch. The shares were registered under the
Company's S-8 Registration Statement.

On July 27, 2004, the Company authorized the issuance of the following shares
pursuant to the exercise of options granted to the named individuals: 50,000
shares to Alex Bustos, 18,000 shares to Elias Roussos, 15,000 shares to Michael
Golightly, 10,000 shares to Sandra Jorgensen, 50,000 shares to Tim Hall, 20,000
shares to Brent Sorensen, and 50,000 shares to Carl Spencer. The shares were
registered under the Company's S-8 Registration Statement.

On September 7, 2004, the Company authorized the issuance of 100,000 shares to
Reggie Ainsworth pursuant to the exercise of an option good at 75% of the
market price. The shares were registered under the Company's Amended S-8
Registration Statement.

On September 7, 2004, the Company authorized the issuance of 48,848 shares to
Reggie Ainsworth, the shares were registered under the Company's Amended
Registration Statement.

Subsequent Events

On October 6, 2004, the Company authorized the issuance of 250,000 shares to
Reggie Ainsworth, 250,000 shares to Hamlin Elrod, 250,000 shares to Elias
Roussos, 250,000 shares to Carl Spencer, 250,000 shares to Sandra Jorgensen,
250,000 shares to Guy Cook, 250,000 shares to Michael Golightly, 250,000 shares
to Tim Hall, 250,000 to Grant Anea, 250,000 shares to Brent Sorensen, 250,000
shares to Felix Correa, 250,000 shares to Donald Decker, 250,000 shares to
Frank Adams, 250,000 shares to Edward Wells and 250,000 shares to Alex Bustos.
All of these shares were registered under the Company's Amended S-8
Registration Statement.

On October 20, 2004, the Company authorized the issuance of 197,366 shares to
Reggie Ainsworth. All of these shares were registered under the Company's
Amended S-8 Registration Statement.

ITEM 6. EXHIBITS

(a) Exhibits: Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits on page 9 of this Form 10-QSB, and
are incorporated herein by this reference.

(b) Reports on Form 8-K During the period covered by this report, Nexia filed
the following Form 8-K reports:

1. On August 31, 2004, the Company reported that on August 25, 2004 it
had filed with the Nevada Secretary of State's office a designation for its
Series B Preferred Stock. The shares have a liquidation value of $0.001,
same as the shares par value, and voting rights on a five hundred for one
basis.

2. On September 28, 2004, the Company filed a report of an Unregistered
Sale of Equity Securities. The board approved the issuance to the Company's
President, Richard Surber, 8,000,000 shares of its Series B Preferred Stock.
The issuance was intended to retain Mr. Surber as a guarantor on certain
mortgages that benefit the Company. These shares equal 4,000,000,000 votes
of the common stock of the Company.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, this 22nd day of November, 2004.

Nexia Holdings, Inc.

/s/ Richard Surber

Richard Surber, President and Director

INDEX TO EXHIBITS

EXHIBIT PAGE
NO. NO. DESCRIPTION

3(i) * Articles of Incorporation of Nexia (incorporated herein by reference from Exhibit No. 3(i) to Nexia's
Form S-18 as filed with the Securities and Exchange Commission on September 16, 1988).

3(ii) * Bylaws of Nexia, as amended (incorporated herein by reference from Exhibit 3(ii) of Nexia's Form
S-18 as filed with the Securities and Exchange Commission on September 16, 1988).

3(iii) * Articles of Incorporation of Nexia (incorporated herein by reference from Appendix B of Nexia's
Form 14-A as filed with the Securities and Exchange Commission on August 17, 2000).

4(a) * Form of certificate evidencing shares of "Common Stock@ in Nexia (incorporated from Exhibit 4(a)
to Nexia's Form S-18 as filed with the Securities and Exchange Commission on September 16, 1988).

Material Contracts

10(i) * May 17, 2004 Contractor Agreement between the Company and Hallmark Construction for the amount of
$189,194.63 for construction services at the Wallace-Bennett building. (Incorporated by reference
from the 10-QSB for March 31, 2004)

10(ii) * May 19, 2004 Contractor Agreement between West Jordan Real Estate Holdings, Inc. and Felix Correa
to refurbish two rental spaces located in the Glendale Shopping Plaza, total cost of $17,000.

14.1 * Draft of Code of Ethics for Nexia Holdings, Inc. (incorporated herein by reference from the December
31, 2003 10-KSB).

Certifications

31(i) 16 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002.

32(i) 17 CERTIFICATION PURSUANT TO 18 U.S.C. '1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002.

Other

Each of the following disclosures has been adjusted to reflect the 1,000 for 1
reverse stock split of the outstanding shares of common stock that became
effective as of November 1, 2004.

99(x) 18 August 4, 2004, a Stock Option Agreement between the Company and Tim Hall granting 150,000 options
with a floating price set at 75% of the market price at the time of exercise, 50,000 options vested
upon the execution of the agreement with 50,000 additional options vesting on the 15th day of each
month thereafter, beginning in September of 2004.

99(xi) 20 August 30, 2004, a Stock Option Agreement between the Company and Edward T. Wells granting 200,000
options with a floating option price set at 75% of the market price at the time of exercise, 100,000
options vested upon the execution of the agreement with 25,000,000 additional options vesting on
the 30th day of each month thereafter beginning in September of 2004.

99(xii) 22 On August 31, 2004, a Stock Option Agreement between the Company and Hamlin K. Elrod granting 200,000
options with a floating option price set at 75% of the market price at the time of exercise, 100,000
options vested upon the execution of the agreement with 25,000 additional options vesting on the
30th day of each month thereafter, beginning in September of 2004.

99(xiii) 24 September 1, 2004, an Employment Agreement between the Company and Reggie Ainsworth. Ms. Ainsworth
is employed to provide paralegal services, maintenance of corporate records and assigned management
duties. Compensation is provided for at the rate of $18.27 with incentive bonus of up to $3.00 per
hour available.

99(xiv) 27 September 21, 2004, 2004, a Stock Option Agreement between the Company and Reggie Ainsworth
granting 101,344 options with a floating option price set at 75% of the market price at the time
of exercise, all of the options vested immediately.

99(xv) 29 September 21, 2004, 2004, a Stock Option Agreement between the Company and Jose R. Prado
granting 66,560 options with a floating option price set at 75% of the market price at the time
of exercise, all of the shares vested immediately.

99(xvi) 31 September 21, 2004, 2004, a Stock Option Agreement between the Company and Sandra Jorgensen
granting 101,344 options with a floating option price set at 75% of the market price at the time
of exercise, all of the shares vested immediately.

99(xvii) 33 September 21, 2004, 2004, a Stock Option Agreement between the Company and Guy Cook granting
155,296 options with a floating option price set at 75% of the market price at the time of exercise,
all of the shares vested immediately.

99(xviii) 35 September 21, 2004, 2004, a Stock Option Agreement between the Company and Michael Golightly
granting 138,656 options with a floating option price set at 75% of the market price at the time
of exercise, all of the shares vested immediately.
13

99(xix) 37 September 21, 2004, 2004, a Stock Option Agreement between the Company and Frank Adams granting
160,000 options with a floating option price set at 75% of the market price at the time of exercise,
all of the shares vested immediately.

99(xx) 39 September 21, 2004, 2004, a Stock Option Agreement between the Company and Ernie Burch granting
110,344 options with a floating option price set at 75% of the market price at the time of exercise,
all of the shares vested immediately.

99(xxi) 41 September 21, 2004, 2004, a Stock Option Agreement between the Company and Alex Bustos granting
116,480 options with a floating option price set at 75% of the market price at the time of exercise,
all of the shares vested immediately.

Subsequent Events

99(xxii) 43 October 5, 2004, a Stock Option Agreement between the Company and Brent Sorenson granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxiii) 45 October 5, 2004, a Stock Option Agreement between the Company and Carl Spencer granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxiv) 47 October 5, 2004, a Stock Option Agreement between the Company and Edward Wells granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxv) 49 October 5, 2004, a Stock Option Agreement between the Company and Hamlin K. Elrod granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxvi) 51 October 5, 2004, a Stock Option Agreement between the Company and Donald Decker granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxvii) 53 October 5, 2004, a Stock Option Agreement between the Company and Felix Correa granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxviii) 55 October 5, 2004, a Stock Option Agreement between the Company and Grant Anea granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxix) 57 October 5, 2004, a Stock Option Agreement between the Company and Elias Roussos granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxx) 59 October 5, 2004, a Stock Option Agreement between the Company and Tim Hall granting 250,000 options
with a floating option price set at 75% of the market price at the time of exercise, all of the shares
vested immediately.

99(xxxi) 61 October 5, 2004, a Stock Option Agreement between the Company and Guy Cook granting 250,000 options
with a floating option price set at 75% of the market price at the time of exercise, all of the shares
vested immediately.
14

99(xxxii) 63 October 5, 2004, a Stock Option Agreement between the Company and Reggie Ainsworth granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

99(xxxiii) 65 October 5, 2004, a Stock Option Agreement between the Company and Michael Golightly granting 250,000
options with a floating option price set at 75% of the market price at the time of exercise, all of
the shares vested immediately.

* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by Nexia.

Exhibit 31(i)

I, Richard Surber, certify that:

1. I have reviewed this quarterly Report on Form 10-QSB for Nexia Holdings,
Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-15(e)) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report is
being prepared; (b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and (c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant=s most recent fiscal quarter (the registrant=s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant=s internal control
over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date: November 22, 2004.

/s/ Richard Surber

Richard Surber the President,
CEO & CFO of Nexia Holdings, Inc.

Exhibit 32(i)

CERTIFICATION

I, Richard Surber, Chief Executive and Financial Officer of Nexia Holdings,
Inc. (the ARegistrant@), do hereby certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that,
based on my knowledge:

(1) the Quarterly Report of Form 10-QSB of the Registrant, to which this
certification is attached as an exhibit (the AReport@) fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78m); and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Registrant.

/s/ Richard Surber
Richard Surber
Chief Executive and Financial Officer
November 22, 2004

Exhibit 99(x)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 4th day of August 2004 by Nexia Holdings, Inc. (the "Company")to
Tim Hall, an individual providing services to the Company ("Optionee") and a
Utah resident.
PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred Fifty Million
(150,000,000), shares of the Company's common stock, par value $0.001, the
options will have a floating option price set at 75% of the market price at
the time of exercise, the options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form S-8").

B. Optionee hereby agrees that in exchange for the grant of the options
set forth herein that he will provide services required under a contract that
provides for the renovation of approximately 3,700 square feet of commercial
space located on the second floor of the Wallace Building, located on 100
South in Salt Lake City, these renovations will include new plumbing, windows,
heating, venting, air conditioning, electrical work, painting, new flooring,
roof repair, installation of fire escapes, and other items as shall be
specified in the contract.
GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described One Hundred Fifty Million
(150,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration statement
in exchange for services provided by Employee to the Company, 50,000,000
options shall vest immediately upon the exercise hereof and thereafter
50,000,000 additional options shall vest on the 15th of each subsequent
month until all option rights have vested in the Optionee, however Optionee
shall not be allowed to exercise any option rights that would result in
Optionee holding more than 4.9% of the total issued and outstanding shares
of the Company.

2. Term of Option. This Option may be exercised, in whole or in part, at
any time but before one (1) Year has elapsed from the date of this Option,
except as limited above by vesting rights. All rights to exercise this option
end with the termination of services with the Company, for any reason and
by any party.

3. Method of Exercising. This Option may be exercised in accordance with
all the terms and conditions set forth in this Option, by delivery of a notice
of exercise a form of which is attached hereto as Exhibit "A" and incorporated
herein by this reference, setting forth the number of Options along with a
signed letter of instruction to the stock broker Optionee will employ in
selling the shares indicating that the specified exercise price shall be paid
within 10 days of the sale or as otherwise specified at the time of exercise.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

6. Adjustments to Number of Shares. The number of shares of Common Stock
subject to this Option shall be adjusted to take into account any stock splits,
stock dividends, recapitalization of the Common Stock as provided in the Stock
Option Plan.

7. Limitation on Exercise. If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to list,
register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing, registration
or qualification shall have been obtained free of any conditions not acceptable
to the board of directors.

8. Restrictions on Transfer. The Option has not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of the
Option will be qualified for registration under a Form S-8 Registration
Statement filed with the Securities and Exchange Commission.
18

9. Record Owner. The Company may deem the Optionee as the absolute owner
of this Option for all purposes. This Option is exercisable only by the
Optionee, or by the Optionee's duly designated appointed representative.
This Option is not assignable.

10. Shareholder's Rights. The Optionee shall have shareholder rights
with respect to the Option shares only when Optionee has exercised this
Option to purchase those shares and provided the Company with the letter of
instruction specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein. OPTIONEE Nexia
Holdings, Inc.

_/s/ Tim Hall /s/ Richard Surber
Tim Hall, Optionee Richard Surber, President

Exhibit 99(xi)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 30th day of August, 2004 by Nexia Holdings, Inc. (the "Company")
to Edward T. Wells, an attorney who has agreed to provide legal services to the
Company and a Utah resident, ("Optionee").

PREMISES

A. The Company has received valuable services from Optionee in the past,
desires to retain his services for the future and desires to compensate and
provide an incentive to the Optionee by issuing Optionee an option (the
"Option") to purchase a total of Two Hundred Million (200,000,000), shares of
the Company's common stock, par value $0.001, the options will have a floating
option price set at 75% of the market price at the time of exercise, the
options and shares issued subject to the options shall be issued pursuant to a
registration statement on Form S-8 under the Securities Act of 1933 as amended
("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described Two Hundred Million
(200,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration statement
in exchange for services provided by Optionee to the Company, 100,000,000
options shall vest immediately upon the exercise hereof and thereafter
25,000.000 additional options shall vest on the 30th day of each following
month, beginning September 30, 2004, until all option rights have vested in the
Optionee, however Optionee shall not be allowed to exercise any option rights
that would result in Optionee holding more than 4.9% of the total issued and
outstanding shares of the Company.

2. Term of Option. This Option may be exercised, in whole or in part,
at any time but before one (1) Year has elapsed from the date of this Option.
All rights to exercise this option end with the termination of engagement with
the Company, for any reason and by any party.

3. Method of Exercising. This Option may be exercised in accordance with
all the terms and conditions set forth in this Option and the Stock Option
Plan: by delivery of a notice of exercise form (of which is attached hereto as
Exhibit "A" and incorporated herein by this reference) setting forth that the
specified exercise price shall be paid within 10 days of the sale or as
otherwise specified at the time of exercise, the number of Options, and a
signed letter of instruction to the stock broker Optionee will employ in
selling the shares.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

7. Limitation on Exercise. If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to list,
register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any
conditions not acceptable to the board of directors.

8. Restrictions on Transfer. The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of the
Option will be qualified for registration under a Form S-8 Registration
Statement filed with the Securities and Exchange Commission.

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 3 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Edward T. Wells /s/ Richard Surber
Edward T. Wells, Optionee Richard Surber, President

Exhibit 99(xii)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 31st day of August 2004 by Nexia Holdings, Inc. (the "Company")
to Hamlin K. Elrod, an individual providing services to the Company
("Optionee") and a Utah resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Two Hundred Million (200,000,000),
shares of the Company's common stock, par value $0.001, the options will have
a floating option price set at 75% of the market price at the time of exercise,
the options and shares issued subject to the options shall be issued pursuant
to a registration statement on Form S-8 under the Securities Act of 1933 as
amended ("Form S-8").
GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described Two Hundred Million
(200,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration statement
in exchange for services provided by Optionee to the Company, 100,000,000 of
the options shall vest immediately upon the execution hereof and 25,000,000
shall vest on the 30th day of each hereafter beginning on September 30, 2004,
until all option rights have vested in the Optionee, however Optionee shall
not be allowed to exercise any option rights that would result in Optionee
holding more than 4.9% of the total issued and outstanding shares of the
Company.

3. Method of Exercising. This Option may be exercised in accordance
with all the terms and conditions set forth in this Option, by delivery of
a notice of exercise a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the number of Options
along with a signed letter of instruction to the stock broker Optionee will
employ in selling the shares indicating that the specified exercise price shall
be paid within 10 days of the sale or as otherwise specified at the time of
exercise.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

7. Limitation on Exercise. If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to list,
register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any conditions
not acceptable to the board of directors.

8. Restrictions on Transfer. The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of the
Option will be qualified for registration under a Form S-8 Registration
Statement filed with the Securities and Exchange Commission.
22

10. Shareholder's Rights. The Optionee shall have shareholder rights
with respect to the Option shares only when Optionee has exercised this
Option to purchase those shares and provided the Company with the letter
of instruction specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Hamlin K. Elrod /s/ Richard Surber
Hamlin K. Elrod, Optionee Richard Surber, President

Exhibit 99(xiii)

Employment Agreement

AGREEMENT made this 1st day of September 2004, between Hudson Consulting Group,
Inc., a Nevada corporation whose corporate headquarters are located at 268 West
400 South, Suite 300, Salt Lake City, Utah 84101 (herein after referred to as
"Company"), and Reggie Ainsworth, an individual whose address is 88888888
(hereinafter referred to as "Employee").

Employee desires to be employed by Company and Company desires to employ
Employee in a capacity in which Employee would provide to the Company,
paralegal services, filing systems and maintenance for the Company and its
clients and, office management duties and such other duties as assigned by
management of the Company and its related entities.Now, therefore, it is
agreed:

1. Definitions: As used in this Agreement: (a) "Company" means Hudson
Consulting Group, Inc., its successors and assigns, and any of its present
or future subsidiaries, or organizations controlled by, controlling, or under
common control with it. (b) "Confidential Information" means any and all
information disclosed or made available to Employee or known by Employee as
a direct or indirect consequence of or through his employment by Company
and not generally known in the industry in which Company is or may become
engaged, or any information related to Company's products, processes, or
services, including, but not limited to, information relating to research,
development, Plans and Inventions (as defined below), manufacture, purchasing,
accounting, engineering, marketing, merchandising, or selling. (c) "Plans and
Inventions@ means discoveries, concepts, and ideas, whether patentable or not,
relating to any present or prospective activities of Company, including, but
not limited to, processes, methods, formulae, techniques, devices, and any
improvements to the foregoing. (d) "Company Monthly Base Pay" means Employee's
last monthly remuneration, prior to termination of her employment with Company,
before federal, state, and local taxes and other withholding, but exclusive of
extra compensation, such as that attributable to bonuses, overtime, or employee
retirement or pension benefits. (e) "Conflicting Organization" means any person
or organization engaged, directly or indirectly, in the research, development,
production, marketing or selling of a Conflicting Product. (f) "Conflicting
Product" means any product, process, or service of any person or organization,
other than Company, in existence or under development, which resembles,
competes with or is marketed or offered for sale or lease to the same or
similar potential customers as a product, process, or service which is the
subject of research, development, production, marketing or selling activities
of Company.

2. Duties: The Employee shall be employed by Company and shall faithfully
and to the best of her ability perform such duties and render such services as
may be directed by Company, including, but not limited to, the following:

paralegal services, filing systems and maintenance for the Company and
its clients and, office management duties and such other duties as assigned by
management of the Company and its related entities.

3. Compensation, Term, and Termination:As compensation for her services,
Employee shall receive the following compensation:

A base compensation of Thirty Eight Thousand dollars per year ($18.27 per hour)
to be paid on a bi-weekly basis, calculated on a total of 26 payments per annum
with a incentive bonus of up to Three dollars per hour ($3.00) to be granted at
the sole discretion of the President of the Company.

Payment of base compensation may be in the form of cash payments, stock awards
of unrestricted stock or stock options or in other forms as agreed upon by the
parties.

The Employee shall be entitled to yearly vacation/personal time as set forth in
the Employee handbook for the Company.

Reimbursement for all Company approved expenses, if submitted to the Company
within 45-days of incurring the expense.

This employment agreement shall continue for one (1) year from the effective
date of this agreement. The effective date of this agreement shall be September
1, 2004.

At all times, this employment contract, is subject to the right of either party
to terminate the employment on two weeks notice. Company shall have the right
to terminate such employment at any time in the event of default or nonperf-
ormance by Employee of any of the provisions of this Agreement. In the event of
notice given by either party, Employee shall continue to work for Company for
the full notice period, if so requested by Company. Company reserves the right
at any time, with or without cause, to pay to Employee her full salary for any
required notice period and to terminate her employment immediately or at any
time during such notice period. . If at the time of termination Employee is
in receipt of pre-paid compensation that exceeds any obligation of the Company
to Employee that sum shall be returned to the Company by the Employee.

3. Benefits, Bonuses and Expenses: (1) Company may provide for Employee
benefits as it, in the sole discretion of Company=s Board of Directors, shall
deem appropriate. Such benefits shall be provided to Employee in such a manner
as shall be determined by the Board of Directors. (2) Company may pay to
Employee bonuses as it, in the sole discretion of Company=s Board of Directors,
shall deem appropriate. Employee acknowledges that Company makes no assurance
that a bonus, if any, will be awarded to Employee for any services performed
during any term of this employment contract.

4. Disclosure of Confidential Information: (a) Confidentiality. Except
as required in the performance of her duties to Company, Employee shall treat
as confidential and shall not, directly or indirectly, use, disseminate,
disclose, publish, or otherwise make available any Confidential Information
or any portion thereof. (b) Return of confidential information. Upon
termination of her employment with Company, all documents, records, notebooks,
and similar repositories containing Confidential Information, including copies
thereof, then in Employee's possession, whether prepared by her or others,
shall be promptly returned to Company. If at any time after the termination of
employment Employee determines that she has any Confidential Information in
her possession or control, she shall immediately return to Company all such
Confidential Information, including all copies and portions thereof. (c)
Waiver. Unless expressly set forth in detail in Exhibit A, Employee waives
any and all rights to claim that
any discoveries, concepts, ideas, structures, processes, methods,
formulae, or techniques have been made, acquired, conceived, or reduced to
practice prior to her employment by Company and not subject to the terms
and conditions of this Agreement. (d) Assistance with litigation. Employee
shall upon reasonable notice, furnish such information and proper assistance
to the Company as it may reasonably require in connection with any litigation
in which it is, or may become, a party after employment has terminated.

6. Binding Effect: This Agreement shall be binding upon the parties
hereto and upon their respective executors, administrators, legal
representatives, successors, and assigns.

7. Enforcement: The formation, effect, performance and construction of
this Agreement shall be governed by the laws of the State of Utah of the
United States of America.

8. Entire Agreement and Waiver of Prior Rights: This Agreement and any
attachments hereto constitute the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether oral or written, including, but not
limited to, any prior agreement for compensation, in which compensation has
not been paid. By executing this agreement, Employee acknowledges that she
is waiving all rights granted by prior agreements. No modification or claimed
waiver of any of the provisions hereof shall be valid unless in writing and
signed by the duly authorized representative against whom such modification
or waiver is sought to be enforced.

9. Other Rights: Nothing contained in this Agreement shall be construed
as conferring by implication, estoppel, or otherwise upon either party any
license or other right except the licenses and rights expressly granted
hereunder to that party.

10. Acceptance: Each party hereby accepts the licenses and rights
granted to it by a party under this Agreement subject to all of the terms
and conditions of this Agreement. In witness whereof, the parties have
executed this Agreement on the day and year first above written.

Employee: Reggie Ainsworth Company: Hudson Consulting Group, Inc.

/s/ Reggie Ainsworth By: /s/ Richard Surber
Reggie Ainsworth, Individual Richard Surber, President

Exhibit 99(xiv)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Reggie Ainsworth, an employee of the Company ("Optionee") and a
Utah resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred One Million Three
Hundred Forty Four Thousand (101,344,000), shares of the Company's common
stock, par value $0.001, the options will have a floating option price set at
75% of the market price at the time of exercise, the options and shares issued
subject to the options shall be issued pursuant to a registration statement
on Form S-8 under the Securities Act of 1933 as amended ("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right
and option ("Option") to purchase the above described One Hundred One Million
Three Hundred Forty Four Thousand (101,344,000) shares of Common Stock, on the
terms and conditions set forth herein and subject to the provisions of the
Form S-8 registration statement in exchange for services provided by Employee
to the Company, the options shall vest immediately upon the exercise hereof.

2. Term of Option. This Option may be exercised, in whole or in part, at
any time but before thirty days have elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment with
the Company, for any reason and by any party.

3. Method of Exercising. This Option may be exercised in accordance with
all the terms and conditions set forth in this Option and the Stock Option
Plan, by delivery of a notice of exercise a form of which is attached hereto
as Exhibit "A" and incorporated herein by this reference, setting forth the
number of Options along with a signed letter of instruction to the stock
broker Optionee will employ in selling the shares indicating that the specified
exercise price shall be paid within 10 days of the sale or as otherwise
specified at the time of exercise.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required
to satisfy this Option.

7. Limitation on Exercise. If the board of directors of the Company,
in its sole discretion, shall determine that it is necessary or desirable
to list, register, or qualify the Common Stock under any state or federal law,
this Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any conditions
not acceptable to the board of directors.
27

9. Record Owner. The Company may deem the Optionee as the absolute
owner of this Option for all purposes. This Option is exercisable only by
the Optionee, or by the Optionee's duly designated appointed representative.
This Option is not assignable.

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Reggie Ainsworth /s/ Richard Surber
Reggie Ainsworth, Optionee Richard Surber, President

Exhibit 99(xv)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Jose R. Prado, an employee of the Company ("Optionee") and a Utah
resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of Sixty Six Million Five Hundred
Sixty Thousand (66,560,000), shares of the Company's common stock, par value
$0.001, the options will have a floating option price set at 75% of the market
price at the time of exercise, the options and shares issued subject to the
options shall be issued pursuant to a registration statement on Form S-8
under the Securities Act of 1933 as amended ("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described Sixty Six Million Five
Hundred Sixty Thousand (66,560,000) shares of Common Stock, on the terms
and conditions set forth herein and subject to the provisions of the Form
S-8 registration statement in exchange for services provided by Employee
to the Company, the options shall vest immediately upon the exercise hereof.

2. Term of Option. This Option may be exercised, in whole or in part,
at any time but before thirty days have elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment with
the Company, for any reason and by any party.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the
Company shall reserve for issuance the number of shares of Common Stock
required to satisfy this Option.

6. Adjustments to Number of Shares. The number of shares of Common Stock
subject to this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided in
the Stock Option Plan.
29

7. Limitation on Exercise. If the board of directors of the Company,
in its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law,
this Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any
conditions not acceptable to the board of directors.

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Jose R. Prado /s/ Richard Surber
Jose R. Prado, Optionee Richard Surber, President

Exhibit 99(xvi)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Sandra Jorgensen, an employee of the Company ("Optionee") and a
Utah resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred One Million Three
Hundred Forty Four Thousand (101,344,000), shares of the Company's common
stock, par value $0.001, the options will have a floating option price set
at 75% of the market price at the time of exercise, the options and shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended ("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described One Hundred One Million Three
Hundred Forty Four Thousand (101,344,000) shares of Common Stock, on the terms
and conditions set forth herein and subject to the provisions of the Form S-8
registration statement in exchange for services provided by Employee to the
Company, the options shall vest immediately upon the exercise hereof.

2. Term of Option. This Option may be exercised, in whole or in part, at
any time but before thirty days have elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment
with the Company, for any reason and by any party.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

7. Limitation on Exercise. If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to list,
register, or qualify the Common Stock under any state or federal law, this
Option may not be exercised, in whole or part, until such listing, registration,
or qualification shall have been obtained free of any conditions not
acceptable to the board of directors.

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Sandra Jorgensen /s/ Richard Surber
Sandra Jorgensen, Optionee Richard Surber, President

Exhibit 99(xvii)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Guy Cook, an employee of the Company ("Optionee") and a Utah
resident.
PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred Fifty Five Million
Two Hundred Ninety Six Thousand (155,296,000), shares of the Company's common
stock, par value $0.001, the options will have a floating option price set
at 75% of the market price at the time of exercise, the options and shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described One Hundred Fifty Five
Million Two Hundred Ninety Six Thousand (155,296,000) shares of Common Stock,
on the terms and conditions set forth herein and subject to the provisions of
the Form S-8 registration statement in exchange for services provided by
Employee to the Company, the options shall vest immediately upon the exercise
hereof.

2. Term of Option. This Option may be exercised, in whole or in part,
at any time but before thirty days have elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment
with the Company, for any reason and by any party.

3. Method of Exercising. This Option may be exercised in accordance
with all the terms and conditions set forth in this Option and the Stock
Option Plan, by delivery of a notice of exercise a form of which is attached
hereto as Exhibit "A" and incorporated herein by this reference, setting
forth the number of Options along with a signed letter of instruction to the
stock broker Optionee will employ in selling the shares indicating that the
specified exercise price shall be paid within 10 days of the sale or as
otherwise specified at the time of exercise.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

6. Adjustments to Number of Shares. The number of shares of Common Stock
subject to this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided
in the Stock Option Plan.

7. Limitation on Exercise. If the board of directors of the Company,
in its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law,
this Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any conditions
not acceptable to the board of directors.
33

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Guy Cook /s/ Richard Surber
Guy Cook, Optionee Richard Surber, President

Exhibit 99(xviii)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Michael Golightly, an employee of the Company ("Optionee") and a
Utah resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred Thirty Eight Million
Six Hundred Fifty Six Thousand (138,656,000), shares of the Company's common
stock, par value $0.001, the options will have a floating option price set at
75% of the market price at the time of exercise, the options and shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described One Hundred Thirty Eight
Million Six Hundred Fifty Six Thousand (138,656,000) shares of Common Stock,
on the terms and conditions set forth herein and subject to the provisions of
the Form S-8 registration statement in exchange for services provided by
Employee to the Company, the options shall vest immediately upon the exercise
hereof.

2. Term of Option. This Option may be exercised, in whole or in part,
at any time but before thirty days have elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment
with the Company, for any reason and by any party.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

6. Adjustments to Number of Shares. The number of shares of Common
Stock subject to this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided in
the Stock Option Plan.

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Michael Golightly /s/ Richard Surber
Michael Golightly, Optionee Richard Surber, President

Exhibit 99(xix)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Frank Adams, an employee of the Company ("Optionee") and a Utah
resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred Sixty Million
(160,000,000), shares of the Company's common stock, par value $0.001,
the options will have a floating option price set at 75% of the market price
at the time of exercise, the options and shares issued subject to the options
shall be issued pursuant to a registration statement on Form S-8 under the
Securities Act of 1933 as amended ("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and o
ption ("Option") to purchase the above described One Hundred Sixty Million
(160,000,000) shares of Common Stock, on the terms and conditions set forth
herein and subject to the provisions of the Form S-8 registration statement
in exchange for services provided by Employee to the Company, the options
shall vest immediately upon the exercise hereof.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

6. Adjustments to Number of Shares. The number of shares of Common
Stock subject to this Option shall be adjusted to take into account any
stock splits, stock dividends, recapitalization of the Common Stock as
provided in the Stock Option Plan.

7. Limitation on Exercise. If the board of directors of the Company,
in its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law,
this Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any conditions
not acceptable to the board of directors.

9. Record Owner. The Company may deem the Optionee as the absolute
owner of this Option for all purposes. This Option is exercisable only by
the Optionee, or by the Optionee's duly designated appointed representative.
This Option is not assignable.

11. Validity and Construction. The validity and construction of this
Agreement shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of
this Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Frank Adams /s/ Richard Surber
Frank Adams, Optionee Richard Surber, President

Exhibit 99(xx)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Ernie Burch, an employee of the Company ("Optionee") and a Utah
resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred One Million Three
Hundred Forty Four Thousand (101,344,000), shares of the Company's common
stock, par value $0.001, the options will have a floating option price set
at 75% of the market price at the time of exercise, the options and shares
issued subject to the options shall be issued pursuant to a registration
statement on Form S-8 under the Securities Act of 1933 as amended("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described One Hundred One Million
Three Hundred Forty Four Thousand (101,344,000) shares of Common Stock, on
the terms and conditions set forth herein and subject to the provisions of
the Form S-8 registration statement in exchange for services provided by
Employee to the Company, the options shall vest immediately upon the
exercise hereof.

2. Term of Option. This Option may be exercised, in whole or in part,
at any time but before thirty days have elapsed from the date of this Option.
All rights to exercise this option end with the termination of employment with
the Company, for any reason and by any party.

3. Method of Exercising. This Option may be exercised in accordance with
all the terms and conditions set forth in this Option and the Stock Option
Plan, by delivery of a notice of exercise a form of which is attached hereto
as Exhibit "A" and incorporated herein by this reference, setting forth the
number of Options along with a signed letter of instruction to the stock
broker Optionee will employ in selling the shares indicating that the
specified exercise price shall be paid within 10 days of the sale or as
otherwise specified at the time of exercise.

4. Optionee Not an Affiliate. Optionee hereby represents, warrants and
covenants that he is not an affiliate of the Company as that term is defined
in Rule 144(a)(1) under the Securities Act of 1933.

5. Availability of Shares. During the term of this Option, the Company
shall reserve for issuance the number of shares of Common Stock required to
satisfy this Option.

6. Adjustments to Number of Shares. The number of shares of Common Stock
subject to this Option shall be adjusted to take into account any stock
splits, stock dividends, recapitalization of the Common Stock as provided
in the Stock Option Plan.

7. Limitation on Exercise. If the board of directors of the Company, in
its sole discretion, shall determine that it is necessary or desirable to
list, register, or qualify the Common Stock under any state or federal law,
this Option may not be exercised, in whole or part, until such listing,
registration, or qualification shall have been obtained free of any
conditions not acceptable to the board of directors.

8. Restrictions on Transfer. The Option has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities statutes. The shares of Common Stock issuable on exercise of the
Option will be qualified for registration under a Form S-8 Registration
Statement filed with the Securities and Exchange Commission.

10. Shareholder's Rights. The Optionee shall have shareholder rights with
respect to the Option shares only when Optionee has exercised this Option to
purchase those shares and provided the Company with the letter of instruction
specified in Section 4 of this Option.

11. Validity and Construction. The validity and construction of this Agreement
shall be governed by the laws of the State of Utah.

IN WITNESS WHEREOF, the below signatures evidence the execution of this
Option by the parties on the date first appearing herein.

OPTIONEE Nexia Holdings, Inc.

/s/ Ernie Burch /s/ Richard Surber
Ernie Burch, Optionee Richard Surber, President

Exhibit 99(xxi)
STOCK OPTION AGREEMENT

This Stock Option Agreement ("Stock Option Agreement") is granted
effective this 21st day of September 2004 by Nexia Holdings, Inc. (the
"Company") to Alex Bustos, an employee of the Company ("Optionee") and a Utah
resident.

PREMISES

A. The Company has received valuable services from Optionee in the past
and desires to compensate Optionee for these services by issuing Optionee an
option (the "Option") to purchase a total of One Hundred Sixteen Million Four
Hundred Eighty Thousand (116,480,000), shares of the Company's common stock,
par value $0.001, the options will have a floating option price set at 75% of
the market price at the time of exercise, the options and shares issued
subject to the options shall be issued pursuant to a registration statement
on Form S-8 under the Securities Act of 1933 as amended ("Form S-8").

GRANT

1. Grant of Options. The Company hereby grants Optionee the right and
option ("Option") to purchase the above described One Hundred Sixteen Million
Four Hundred Eighty Thousand (116,480,000) shares of Common Stock, on the
terms and conditions set forth herein and subject to the provisions of the
Form S-8 registration statement in exchange for services provided by Employee
to the Company, the options shall vest immediately upon the exercise hereof.