8-K

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:  February 4, 2009

(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) 84-1062062 (IRS Employer Identification Number)

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

(Address of principal executive offices)

(801) 575-8073

(Registrant's telephone number, including area code)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 4, 2009 the Company entered into a Ancillary Services/Broadcast Production Agreement with Robert Sullivan, for the Broadcast of three 25 minute radio interviews and one 15 minute television interview on “The Big Biz Show” and for other ancillary services.  In exchange for those services the Company has agreed to the issuance and delivery to Mr. Sullivan of 1,000,000,000 restricted shares of the Company’s common stock.  The agreement will be handled as a private sale exempt from registration under Rule 506 of Regulation D and the Securities Act of 1933.

ITEM 8.01 OTHER EVENTS

On January 29, 2009 the Company and management of Style Perfect Inc. closed the retail location located in the Gateway Shopping Center in Salt Lake City, Utah.  The closing took place to reduce the expenses of operations at the store and allow all future marketing to be conducted through the website, www.blackchandelier.com,which continues to offer Black Chandelier creations for sale to the public.

ITEM 9.01                                Financial Statements and Exhibits

The following exhibits are included as part of this report:

  Exhibit No.   Page No.   Description

  10.04 4 Ancillary Services/Broadcast Production Agreement dated February 4, 2009 between Nexia Holdings, Inc. and Robert Sullivan.

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 6th day of February, 2009.

 Nexia Holdings, Inc.

  /s/ Richard Surber         .

Richard Surber, President

EX-10.4

Exhibit 10.04

ROBERT SULLIVAN, CONSULTANT

2 MONTH -  ANCILLARY SERVICES/BROADCAST PRODUCTION AGREEMENT

______________________________________________________________________

CLIENT NAME:

OTCBB:nxhd

SERVICES TO BE PERFORMED FOR CLIENT:

1] BROADCAST OF THREE [3]- TWENTY FIVE [25] MINUTE RADIO INTERVIEW

Broadcast, Recording and production of 3 -15-25 MINUTE RADIO interview. Archive, production and prep included.  Interview to be live on “The Big Biz Show”.

 2] BROADCAST OF FIFTEEN- [15] MINUTE TELEVISION INTERVIEW

Broadcast, Recording and production of 1 -15  MINUTE TELEVISION interview. Archive, production and prep included.  Interview to be live on “The Big Biz Show”.

*ABOVE INTERVIEWS TO BE BROADCAST LIVE ON THE BUSINESS TALK RADIO NETWORK AND ON TAPE ON THE WEALTH TELEVISION NETWORK.CLIENT INTIALS___________

3] RE-BROADCAST OF twenty-one[21]- FIFTEEN-TO-TWENTY FIVE [15-25] MINUTE RADIO ANDTELEVISION INTERVIEWS

RE-Broadcast, Recording and production of TWENTY-ONE [21]  -15 MINUTE radio interviews – [SEVEN MONTHLY FOR THREE MONTHS].

4] “SHOUT OUT” CLAUSE:

Additionally, if Client releases, to the public, a newsworthy event, client is eligible for a 5-10 minute, live – On-Air RADIO review of said press release or other newsworthy event within 24 hours of said release.

5]           ADVICE AND COUNSEL.  ROBERT SULLIVAN, CONSULTANT will provide advice and counsel regarding CLIENT’s interview, content of broadcast and distribution of same.

         FEES:

Due at inception of this Agreement:

1,000,000,000 RESTRICTED [6 MOS.]/144

SHARES OF OTCBB:NXHD

NOTE – CLIENT AGREES TO PROVIDE ROBERT SLLIVSAN WITH LETTER INDICATING SHARES ARE IRREVOCABLE AD A GUARANTEED ISSUE OF “144 LETTER OF OPINION” FROM OTCBB:NXHD COMPANY COUNSEL

CLIENT INTIALS_______________________

NOTE – CLIENT MAY ARCHIVE TELEVISION INTERVIEW ON CLIENT WESITE WITH A MAXIMUM TIME OF 4 MINUTES 30 SECONDS [4:30] CLIENT INTITIALS  ______________________

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.

  OTCBB:NXHD

__/s/ Richard Surber, President

DATE__02/03/2009_____________

Robert Sullivan

 _/s/ Robert Sullivan__________________                                 DATE___02/04/2009_____________