[Nexia
Letterhead]
February
12, 2009
Securities
and Exchange Commission
Attn: Erin
E.
Martin Via
EDGAR and to Fax 202-772-9209
Mail Stop
4561
100 F
Street, N. E.
Washington,
D.C. 20549
RE:
Nexia Holdings, Inc.
Request for Withdrawal of Registration
Statement on Form SB-2
Filed
June 26, 2007
SEC Filing
Number: 333-130849
Dear Ms.
Martin:
On June
26, 2007, Nexia Holdings, Inc. (the “Company”) filed a Registration Statement on
Form SB-2, identified as Amendment No. 4 (File No. 333-130849) (the
“Registration Statement”) under the Securities Act of 1933, as amended (the
Securities Act”) with the Securities and Exchange Commission (the
“Commission”).
Pursuant
to Rule 477 under the Securities Act, the Company respectfully requests that the
Commission consent to the withdrawal of the Registration Statement, including
all exhibits thereto, effective as of the date hereof or at the earliest
practicable date hereafter. The Company is seeking to withdraw the
Registration Statement due to the passage of time since it was originally filed
and the time, expense, and effort that would be required to amend and file a
revised Registration Statement at this point in time would not be in the
Company’s best interest.
The
Company requests the Commission consent to this application on the grounds that
the withdrawal of the Registration Statement is in the best interests of the
Company’s stockholders at this time and consistent with the public interest and
the protection of investors, as contemplated by paragraph (a) of Rule
477. The Registration Statement has not been declared effective by
the Commission and no securities have been issued or sold under the Registration
Statement.
The
Company acknowledges that no refund will be made for fees paid to the Commission
in connection with the filing of the Registration Statement. The
Company, however, respectfully requests that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited for future
use should the Company proceed with the filing of a subsequent registration
statement meeting the requirements of Rule 457(p) under the Securities
Act.
I would
appreciate a facsimile copy of the order consenting to the withdrawal of the
Registration Statement as soon as it is available. I you have any
questions regarding this request, please contact me at (801) 575-8073 ext.
106.
Sincerely,
/s/
Richard Surber
Richard
Surber, President & CEO