As filed with the Securities and Exchange Commission on September 22, 2004

                                                     Registration No. __________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                AXIA GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              NEVADA                                    87-0509512
--------------------------------------------------------------------------------
  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)


                1324 N. MAGNOLIA AVE., EL CAJON, CALIFORNIA 92020
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


        SEPTEMBER 2004 EMPLOYEE STOCK INCENTIVE PLAN OF AXIA GROUP, INC.
--------------------------------------------------------------------------------
                            (Full title of the plan)


               JODY R. REGAN, PRESIDENT AND CHAIRMAN OF THE BOARD
                                AXIA GROUP, INC.
                              1324 N. MAGNOLIA AVE
                           EL CAJON, CALIFORNIA 92020
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (619) 444-1919
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<PAGE>

<TABLE>
<CAPTION>
                                                 Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
<S>                                                   <C>                    <C>                 <C>                <C>
Common Stock, $.001 par value, to be issued            500,000,000 shares       $0.0004            $200,000            $25.34
pursuant to the September 2004 Employee Stock
Incentive Plan of Axia Group, Inc.
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
</TABLE>

(1)   This  Registration  Statement  shall also cover any  additional  shares of
      common  stock  which  become  issuable  under the Plans  being  registered
      pursuant to this  Registration  Statement by reason of any stock dividend,
      stock split,  recapitalization or any other similar  transaction  effected
      without the receipt of  consideration  which results in an increase in the
      number of our outstanding shares of common stock.

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
      as amended,  based upon the last sale of the Registrant's  common stock on
      September 20, 2004, as reported in the over-the-counter market.


                                      -2-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The SEC allows us to  "incorporate  by reference" the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

      1.    Our Annual Report on Form 10-KSB for the fiscal year ended  December
            31, 2003.

      2.    Our Quarterly  Report on Form 10-QSB for the quarter ended March 31,
            2004.

      3.    Our  Quarterly  Report on Form 10-QSB for the quarter ended June 30,
            2004.

      4.    All other reports filed by the Company pursuant to Sections 13(a) or
            15(d) of the  Securities  Exchange  Act of 1934,  as amended,  since
            December 31, 2003; and

      6.    The description of the our common stock, $.001 par value,  contained
            in  our  Registration   Statement  on  Form  10-SB,   including  any
            amendments  or  reports  filed  for the  purpose  of  updating  such
            description.

      7.    All documents  subsequently  filed by us pursuant to Sections 13(a),
            13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934,  as
            amended,  prior to the filing of a  post-effective  amendment  which
            indicates  that  all  securities  offered  have  been  sold or which
            deregisters  all of the securities then remaining  unsold,  shall be
            deemed  to  be  incorporated  by  reference  in  this   Registration
            Statement  and to be a part  hereof  from the date of filing of such
            documents.

      Any statement contained in a document  incorporated by reference herein as
set forth above shall be deemed to be modified  or  superseded  for  purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other  subsequently  filed  document  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

      You may  request  a copy  of  these  filings  at no  cost  by  writing  or
telephoning us at the following address: Jody R. Regan,  President,  Axia Group,
Inc., 1324 N. Magnolia Ave., El Cajon, California 92020, (619) 444-1919.

ITEM 4. DESCRIPTION OF SECURITIES.

      Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Inapplicable.



                                      -3-
<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Nevada Statutes

      Section 78.7502 of the Nevada Revised Statutes,  as amended,  provides for
the indemnification of the Company's officers,  directors,  employees and agents
under certain circumstances as follows:

      "1. A  corporation  may  indemnify  any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

            (a)   Is not liable pursuant to NRS 78.138; or

            (b)   Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation,  and,  with  respect  to any  criminal  action or
                  proceeding, had no reasonable cause to believe his conduct was
                  unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

      2. A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

            (a)   Is not liable pursuant to NRS 78.138; or

            (b)   Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.


                                      -4-
<PAGE>


      3.  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense."

      Section 78.751 of the Nevada Revised Statutes  describes the authorization
required for discretionary indemnification;  advancement of expenses; limitation
on indemnification and advancement of expenses as follows:

      "1. Any  discretionary  indemnification  pursuant to NRS  78.7502,  unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

            (a)   By the stockholders;

            (b)   By the  board  of  directors  by  majority  vote  of a  quorum
                  consisting  of  directors  who were not parties to the action,
                  suit or proceeding;

            (c)   If a majority  vote of a quorum  consisting  of directors  who
                  were not parties to the action,  suit or proceeding so orders,
                  by independent legal counsel in a written opinion; or

            (d)   If a quorum  consisting  of directors  who were not parties to
                  the  action,  suit  or  proceeding  cannot  be  obtained,   by
                  independent legal counsel in a written opinion.

      2. The articles of  incorporation,  the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

      3. The indemnification pursuant to NRS 78.7502 and advancement of expenses
authorized in or ordered by a court pursuant to this section:

            (a) Does not  exclude  any other  rights  to which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered by a court  pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action."

Articles of Incorporation
-------------------------

      Our Amended Articles of Incorporation  provide that the personal liability
of a director or officer of the Company to the Company or its  stockholders  for
monetary  damages for breach of fiduciary  duty, for any action taken or for any
failure to take any action, as a director or officer, shall be eliminated to the
fullest extent  permissible  under Nevada law,  except for (a) acts or omissions
which involve intentional  misconduct,  fraud, infliction of harm on the Company
or its  stockholders or a knowing  violation of criminal law, (b) the payment of
distributions in violation of Section 78.300 of the Nevada Revised Statutes,  or
(c) the amount of a financial  benefit received by a director to which he is not
entitled.


                                      -5-
<PAGE>

Bylaws
------

      Article VI, Section 9 of our Bylaws state that the company shall indemnify
its officers and  directors  for any  liability  including  reasonable  costs of
defense  arising out of any act or omission of any officer or director on behalf
of the  corporation  to the full  extent  allowed  by the  laws of the  state of
Nevada.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Inapplicable.

ITEM 8. EXHIBITS.

Exhibit
Number                          Description
-------                         -----------

4.1           September 2004 Employee Stock Incentive Plan of Axia Group, Inc.

5.1           Opinion of Spectrum Law Group, LLP re: legality of shares.

23.1          Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).

23.2          Consent of  HJ Associates & Consultants, LLP, independent
              registered public accounting firm.

------------------


ITEM 9. UNDERTAKINGS.

            A. The undersigned  registrant  hereby undertakes to file during any
period  in  which  offers  or  sales  of  the   securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

            B. The undersigned  registrant  hereby undertakes that, for purposes
of  determining  any  liability  under  the  Securities  Act of 1933,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            C. The  undersigned  registrant  hereby  undertakes  to remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

            D. The undersigned  registrant  hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            E. Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -6-
<PAGE>


                                   SIGNATURES

The Registrant:  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego,  State of  California,  on September  21,
2004.

                                        AXIA GROUP, INC.

                                        By:  /s/ Jody R. Regan
                                             ---------------------------------
                                             Jody R. Regan, President

      In accordance  with the  requirements  of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.


Signatures                      Title                     Date
----------                      -----                     ----

/s/ Jody R. Regan               Director                  September 21, 2004
-----------------
 Jody R. Regan


                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "v06933_s8.txt", "secsgml_size_bytes": 20281}]
{"company-data": {"conformed-name": "AXIA GROUP, INC.", "cik": "0000788738", "assigned-sic": "8742", "irs-number": "870509512", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119204", "film-number": "041042529"}, "business-address": {"street1": "1324 N. MAGNOLIA AVE.", "city": "EL CAJON", "state": "CA", "zip": "92020", "phone": "6194441919"}, "mail-address": {"street1": "1324 N. MAGNOLIA AVE.", "city": "EL CAJON", "state": "CA", "zip": "92020"}, "former-company": [{"former-conformed-name": "AXIA GROUP INC/UT", "date-changed": "20010105"}, {"former-conformed-name": "CYBERAMERICA CORP", "date-changed": "19960620"}, {"former-conformed-name": "CANTON INDUSTRIAL CORP", "date-changed": "19950412"}]}
As filed with the Securities and Exchange Commission on September 22, 2004

                                                     Registration No. __________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                AXIA GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              NEVADA                                    87-0509512
--------------------------------------------------------------------------------
  (State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

                1324 N. MAGNOLIA AVE., EL CAJON, CALIFORNIA 92020
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        SEPTEMBER 2004 EMPLOYEE STOCK INCENTIVE PLAN OF AXIA GROUP, INC.
--------------------------------------------------------------------------------
                            (Full title of the plan)

               JODY R. REGAN, PRESIDENT AND CHAIRMAN OF THE BOARD
                                AXIA GROUP, INC.
                              1324 N. MAGNOLIA AVE
                           EL CAJON, CALIFORNIA 92020
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (619) 444-1919
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
Common Stock, $.001 par value, to be issued            500,000,000 shares       $0.0004            $200,000            $25.34
pursuant to the September 2004 Employee Stock
Incentive Plan of Axia Group, Inc.
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
(1)   This  Registration  Statement  shall also cover any  additional  shares of
      common  stock  which  become  issuable  under the Plans  being  registered
      pursuant to this  Registration  Statement by reason of any stock dividend,
      stock split,  recapitalization or any other similar  transaction  effected
      without the receipt of  consideration  which results in an increase in the
      number of our outstanding shares of common stock.

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
      as amended,  based upon the last sale of the Registrant's  common stock on
      September 20, 2004, as reported in the over-the-counter market.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The SEC allows us to  "incorporate  by reference" the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

      1.    Our Annual Report on Form 10-KSB for the fiscal year ended  December
            31, 2003.

      2.    Our Quarterly  Report on Form 10-QSB for the quarter ended March 31,
            2004.

      3.    Our  Quarterly  Report on Form 10-QSB for the quarter ended June 30,
            2004.

      4.    All other reports filed by the Company pursuant to Sections 13(a) or
            15(d) of the  Securities  Exchange  Act of 1934,  as amended,  since
            December 31, 2003; and

      6.    The description of the our common stock, $.001 par value,  contained
            in  our  Registration   Statement  on  Form  10-SB,   including  any
            amendments  or  reports  filed  for the  purpose  of  updating  such
            description.

      7.    All documents  subsequently  filed by us pursuant to Sections 13(a),
            13(c),  14 and  15(d) of the  Securities  Exchange  Act of 1934,  as
            amended,  prior to the filing of a  post-effective  amendment  which
            indicates  that  all  securities  offered  have  been  sold or which
            deregisters  all of the securities then remaining  unsold,  shall be
            deemed  to  be  incorporated  by  reference  in  this   Registration
            Statement  and to be a part  hereof  from the date of filing of such
            documents.

      Any statement contained in a document  incorporated by reference herein as
set forth above shall be deemed to be modified  or  superseded  for  purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other  subsequently  filed  document  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

      You may  request  a copy  of  these  filings  at no  cost  by  writing  or
telephoning us at the following address: Jody R. Regan,  President,  Axia Group,
Inc., 1324 N. Magnolia Ave., El Cajon, California 92020, (619) 444-1919.

ITEM 4. DESCRIPTION OF SECURITIES.

      Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Inapplicable.

                                      -3-
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Nevada Statutes

      Section 78.7502 of the Nevada Revised Statutes,  as amended,  provides for
the indemnification of the Company's officers,  directors,  employees and agents
under certain circumstances as follows:

      "1. A  corporation  may  indemnify  any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

            (a)   Is not liable pursuant to NRS 78.138; or

            (b)   Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation,  and,  with  respect  to any  criminal  action or
                  proceeding, had no reasonable cause to believe his conduct was
                  unlawful.

The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

      2. A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

            (a)   Is not liable pursuant to NRS 78.138; or

            (b)   Acted  in good  faith  and in a  manner  which  he  reasonably
                  believed to be in or not opposed to the best  interests of the
                  corporation.

Indemnification  may not be made for any claim, issue or matter as to which such
a  person  has  been  adjudged  by a  court  of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

                                      -4-
3.  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense."

      Section 78.751 of the Nevada Revised Statutes  describes the authorization
required for discretionary indemnification;  advancement of expenses; limitation
on indemnification and advancement of expenses as follows:

      "1. Any  discretionary  indemnification  pursuant to NRS  78.7502,  unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

            (a)   By the stockholders;

            (b)   By the  board  of  directors  by  majority  vote  of a  quorum
                  consisting  of  directors  who were not parties to the action,
                  suit or proceeding;

            (c)   If a majority  vote of a quorum  consisting  of directors  who
                  were not parties to the action,  suit or proceeding so orders,
                  by independent legal counsel in a written opinion; or

            (d)   If a quorum  consisting  of directors  who were not parties to
                  the  action,  suit  or  proceeding  cannot  be  obtained,   by
                  independent legal counsel in a written opinion.

      2. The articles of  incorporation,  the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

      3. The indemnification pursuant to NRS 78.7502 and advancement of expenses
authorized in or ordered by a court pursuant to this section:

            (a) Does not  exclude  any other  rights  to which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered by a court  pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action."

Articles of Incorporation
-------------------------

      Our Amended Articles of Incorporation  provide that the personal liability
of a director or officer of the Company to the Company or its  stockholders  for
monetary  damages for breach of fiduciary  duty, for any action taken or for any
failure to take any action, as a director or officer, shall be eliminated to the
fullest extent  permissible  under Nevada law,  except for (a) acts or omissions
which involve intentional  misconduct,  fraud, infliction of harm on the Company
or its  stockholders or a knowing  violation of criminal law, (b) the payment of
distributions in violation of Section 78.300 of the Nevada Revised Statutes,  or
(c) the amount of a financial  benefit received by a director to which he is not
entitled.

                                      -5-
Bylaws
------

      Article VI, Section 9 of our Bylaws state that the company shall indemnify
its officers and  directors  for any  liability  including  reasonable  costs of
defense  arising out of any act or omission of any officer or director on behalf
of the  corporation  to the full  extent  allowed  by the  laws of the  state of
Nevada.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Inapplicable.

ITEM 8. EXHIBITS.

Exhibit
Number                          Description
-------                         -----------

4.1           September 2004 Employee Stock Incentive Plan of Axia Group, Inc.

5.1           Opinion of Spectrum Law Group, LLP re: legality of shares.

23.1          Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).

23.2          Consent of  HJ Associates & Consultants, LLP, independent
              registered public accounting firm.

------------------

ITEM 9. UNDERTAKINGS.

            A. The undersigned  registrant  hereby undertakes to file during any
period  in  which  offers  or  sales  of  the   securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

            B. The undersigned  registrant  hereby undertakes that, for purposes
of  determining  any  liability  under  the  Securities  Act of 1933,  each such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            C. The  undersigned  registrant  hereby  undertakes  to remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

            D. The undersigned  registrant  hereby undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            E. Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES

The Registrant:  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of San Diego,  State of  California,  on September  21,
2004.

                                        AXIA GROUP, INC.

                                        By:  /s/ Jody R. Regan
                                             ---------------------------------
                                             Jody R. Regan, President

      In accordance  with the  requirements  of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

Signatures                      Title                     Date
----------                      -----                     ----

/s/ Jody R. Regan               Director                  September 21, 2004
-----------------
 Jody R. Regan

                                      -7-