U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Check this box if no longer subject to Section 16. Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 Form 4 or Form 5 obligations may continue. See Instruction 1(b). 1. Name and Address of Reporting Person: Richard D. Surber 268 West 400 South, Suite 300 Salt Lake City, Utah 84101 2. Issuer Name and Ticker or Trading Symbol: Nexia Holdings, Inc.. OTC-Bulletin Board Symbol = NXIA 3. IRS or Social Security Number of Reporting Person (Voluntary): 4. Statement for Month/Year: January 2003 5. If Amendment, Date of Original(Month/Year): 6. Relationship of Reporting Person to Issuer (Check all applicable): __x___ Director ___x____10% Owner __x___ Officer(give title below) ________Other (specify below) Shareholder former Director Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Transaction 3. Transaction 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature (Instr. 3) Date Code or Disposed of (D) Securities Form: of Indirect (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct (D) or Beneficial Owned at End Indirect (I) Ownership of Month (Instr. 4) (Instr. 4) (Instr. 3 and 4) (A) or Code V Amount (D) Price Common Stock January 13, 2003 P V 225,000 A $0.005 * D&I President of Hudson Consuling Group, Oasis International Hotel & Casino Wichita Development Corporation 105,627,531 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over) (Print or Type Responses) SEC 1474 (8-92) FORM 4(continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion or 3. Transaction 4. Trans- 5. Number of 6. Date 7. Title and 8. Price Derivative Exercise Price of Date (Month/ action Derivative Exercisable and Amount of of Security Derivative Day/Year) Code Securities Expiration Date Underlying Deriv- (Instr. 3) Security (Instr. 8) Acquired (A) or (Month/ Securities ative Disposed of (D) Day/Year) (Instr. 3 and 4) Security (Instr. 3, 4,& 5) (Instr.5) Date Expir- Amt.. or Code V (A) (D) Exer- ation Title No.of cisable Date Shares Table II (continued) 9. Number 10.Owner- 11. Nature of ship Form of Derivative of Indirect Securities Derivative Beneficial Beneficially Security: Owner- Owned at Direct (D) ship End of or Indirect (Instr. 4) Month (I) (Instr. 4) (Instr. 4 Explanation of Responses: * Mr. Surber personally purchased the 150,000 shares in an open market Transaction. On November 8, 2002 Mr. Surber owned directly and indirectly 269,392,540 shares. As a result of the January 8th 2003 pro rata distribution by Axia Group, Inc. to Axia shareholders of the 255,100,000 Nexia shares that Axia Group, Inc owned, Mr. Surber now beneficially owns 105,627,531 shares directly and indirectly. This number is subject to revision due to the distribution of Nexia shares. ** Intentional misstatements or omission of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Richard D. Surber January 15, 2003 ------------------------- ------------- **Signature of Richard Surber Date Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 2 SEC 1474 (8-92)