CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Event: ~~July~~November 18, 2008

(date of earliest event reported)

NEXIA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

033-22128D (Commission File Number) 488159-10-4 (IRS Employer Identification Number)

	033-22128D		84-1062062
	(Commission File Number)		(IRS Employer Identification Number)

59 West 100 South, ~~Second~~Suite ~~Floor~~200, Salt Lake City, Utah 84101

(Address of principal executive offices)

(801) 575-8073

(Registrant's telephone number, including area code)

~~ITEM 4.01 Changes in Registrant=s Certifying Accountant~~1

OnITEM ~~July 18, 2008, a letter from Hansen, Barnett & Maxwell, P~~3.C.02 ~~(the~~UNREGISTERED ~~“Former Accountant”)~~SALES ~~was~~OF ~~received~~EQUITY ~~resigning as the auditors for Nexia Holdings, Inc. (the “Company”) with an effective date of July 16, 2008.~~SECURITIES

~~The~~On ~~reports~~November of18, ~~the~~2008, ~~Former Accountant on~~ the ~~financial statements of the~~ Company ~~for the~~authorized ~~year ended December 31, 2007,~~ the ~~only~~delivery ~~year~~to ~~audited~~Joseph ~~by the former auditor~~Corso, ~~did~~ ~~not~~Jr. ~~contain an adverse opinion or disclaimer~~ of ~~opinion and was not~~ ~~qualified~~Twenty orThousand ~~modified as to uncertainty~~(20,000) ~~audit~~shares ~~scope~~of ~~or accounting principles for~~ the ~~most~~Corporation’s ~~recent~~series ~~fiscal~~C ~~years~~Preferred Stock. The ~~and~~issuance ~~the~~represents ~~subsequent~~compensation ~~interim period~~ for ~~the~~providing ~~first~~or ~~quarter~~obtaining ofpromotional ~~2008,~~services ~~except~~for ~~that~~ the ~~Former~~benefit ~~Accountant’s~~of ~~opinion in its report on~~ the Company’s. The transaction ~~financial~~was ~~statements~~handled ~~expressed~~as ~~substantial~~a ~~doubt~~private ~~with~~sale ~~respect~~exempt ~~to the~~from ~~Company’s~~registration ~~ability~~under toRule 506 ~~continue~~of asRegulation aD ~~going~~and ~~concern~~the ~~for~~Securities ~~the~~Act ~~last~~of ~~fiscal years~~1933.

~~During~~On November 18, 2008, the Company’s ~~two most~~authorized ~~recent~~the ~~fiscal~~delivery ~~years~~to ~~and~~Geoffrey ~~the~~Eiten ~~subsequent~~of ~~interim~~Ten ~~periods~~Thousand ~~through~~(10,000) shares of the ~~date~~Corporation’s ofSeries ~~resignation,~~C ~~there~~Preferred Stock. The ~~were~~issuance norepresents ~~reportable~~compensation ~~events~~for asproviding or obtaining promotional services for the benefit of the Company. The ~~term~~transaction ~~described~~was inhandled ~~Item~~as ~~304(~~a~~)(1)(iv)~~ private sale exempt from registration under Rule 506 of Regulation ~~S-K~~D ~~except~~and ~~for~~ the ~~following:~~ Securities Act of 1933.

~~The~~On ~~Former~~November ~~Accountant~~18, ~~had~~2008, ~~identified~~the ~~some~~Company ~~corrections~~authorized ~~that~~the ~~should~~delivery beto ~~made~~R. toChris ~~the~~Cottone of ~~consolidation~~Thirty ~~and~~Thousand ~~the~~(30,000) ~~accounting~~shares byof the ~~Company~~Corporation’s inSeries ~~its~~C ~~financial~~Preferred Stock. The ~~statements~~issuance represents compensation for providing technical ~~the~~or ~~period~~technology ~~ended~~services ~~March~~for ~~31,~~the ~~2008~~benefit of the Company. ~~Upon~~ The transaction ~~completion~~was ofhandled as a ~~review~~private ~~by the~~sale ~~former~~exempt ~~accountants~~from ~~the~~registration ~~requested~~under ~~changes~~Rule 506 ~~will~~of beRegulation ~~completed~~D and anthe ~~amended 10-Q~~Securities ~~will~~Act beof ~~filed~~1933.

~~During~~On ~~the~~November ~~Company’s~~18, ~~most~~2008, ~~recent~~the ~~fiscal~~Company ~~year~~authorized ~~and~~ the ~~subsequent~~delivery ~~interim~~to ~~period through~~AmeriResource ~~the~~Technologies ~~date~~Corporation of ~~resignation,~~Twenty ~~there~~Thousand ~~were~~(20,000) noshares ~~disagreements~~of ~~with~~ the ~~Former Accountant~~Corporation’s onSeries ~~any~~C ~~matters~~Preferred ofStock. The ~~accounting~~issuance ~~principles~~represents orcompensation ~~practices, financial statement~~for ~~disclosure~~providing or ~~auditing~~obtaining ~~scope~~promotional orservices ~~procedure,~~for ~~which, if not resolved to~~ the ~~satisfaction~~ ofbenefit ~~the Former Accountant, would have caused it to make reference to the subject matter~~ of the ~~disagreement in connection with its reports on these~~ ~~financial statements for those periods~~Company. The ~~accountant’s~~transaction ~~have~~was ~~advised the~~handled ~~registrant~~as ~~that~~a ~~the~~private ~~internal~~sale ~~controls~~exempt ~~necessary~~from registration ~~for~~under ~~the~~Rule ~~registrant~~506 ~~to develop~~of ~~reliable~~Regulation ~~financial~~D ~~statements~~and dothe ~~not~~Securities ~~exist~~Act of 1933.

~~The~~On ~~Company~~November ~~has~~18, ~~requested~~2008, ~~that~~ the ~~Former~~Company ~~Accountant~~authorized ~~furnish~~the itdelivery ~~with~~to aGeoffrey ~~letter~~Eiten of Ten ~~addressed~~Thousand to(10,000) shares of the ~~Securities~~Corporation’s ~~and~~Series ~~Exchange~~C ~~Commission~~Preferred Stock. The ~~stating~~issuance ~~whether~~represents itcompensation ~~agrees~~for providing or ~~with~~obtaining promotional services for the ~~above~~benefit ~~statements~~of the Company. The transaction ~~requested~~was ~~letter~~handled isas ~~attached~~a asprivate sale exempt from registration under Rule ~~Exhibit~~506 ~~16.1~~of toRegulation ~~this~~D ~~Current~~and ~~Report~~the onSecurities ~~Form~~Act ~~8-K~~of 1933.

ITEM 78.01 ~~Financial~~OTHER ~~Statements and Exhibits~~EVENTS

On November 17, 2008 the Company reviewed the conversion of 60,000 shares of its Series C Preferred Stock into 375,000,000 shares of common stock. The conversions were made by a total of 13 different holders of the Series C shares, all shares that had been issued and outstanding for in excess of one year. Nexia has received from each of the parties representations that none of them hold more than 4.9% of the issued and outstanding shares of common stock, that they are not affiliates of the Company and that they will comply will all applicable laws and regulations regarding the shares they are receiving.

As a result of the above set forth conversions, a total of 1,161,289,532 shares of the common stock of Nexia Holdings, Inc. will be issued and outstanding. Total number of restricted shares currently issued would be approximately 538,976,123. The estimated float after the issuance of the conversion shares described above would be approximately 612,677,000. The process of issuing all of the conversion shares may take one or two business days following this statement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.	Page No.	Description
16.1	4	Letter of Hansen, Barnett & Maxwell P.C. dated July 22, 2008, the Former Accountant

Exhibit No.

Page No.

Description

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated this ~~21st~~18th day of ~~July~~November, 2008.

Nexia Holdings, Inc. . Richard Surber, President

~~/s/ Richard Surber~~3

Richard Surber, President

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