As filed with the Securities and Exchange Commission on October 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)

         OCTOBER 2004 EMPLOYEE STOCK INCENTIVE PLAN OF AXIA GROUP, INC.
                       OCTOBER 2004 NON-EMPLOYEE DIRECTORS
             AND CONSULTANTS RETAINER STOCK 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
<TABLE>
<CAPTION>
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               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        $0.06           $30,000,000          $3,801.00
pursuant to the October 2004 Employee Stock
Incentive Plan of Axia Group, Inc. and the October
2004 Non-Employee Directors and Consultants
Retainer Stock Plan of Axia Group, Inc.
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
</TABLE>

<PAGE>

(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 October 21, 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.

         Spectrum Law Group, LLP and certain affiliates of Spectrum Law Group,
LLP may be issued shares of our common stock pursuant to this offering.


                                      -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)

                                      -5-
<PAGE>

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.

Bylaws

         Article VI, Section 9 of our Bylaws states that we shall indemnify our
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 our
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            October 2004 Employee Stock Incentive Plan of Axia Group, Inc.
4.2            October 2004 Non-Employee Directors and Consultants Retainer
               Stock 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, LLC, independent auditors

----------

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

                                      -6-
<PAGE>

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.

                                   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 El Cajon, State of California, on October 22, 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                      October 22, 2004
-----------------
 Jody R. Regan


/s/ Dawnelle Patrick            Director                      October 22, 2004
--------------------
 Dawnelle Patrick


                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "v07709.txt", "secsgml_size_bytes": 20201}]
{"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": "333-119918", "film-number": "041092598"}, "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 October 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)

         OCTOBER 2004 EMPLOYEE STOCK INCENTIVE PLAN OF AXIA GROUP, INC.
                       OCTOBER 2004 NON-EMPLOYEE DIRECTORS
             AND CONSULTANTS RETAINER STOCK 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        $0.06           $30,000,000          $3,801.00
pursuant to the October 2004 Employee Stock
Incentive Plan of Axia Group, Inc. and the October
2004 Non-Employee Directors and Consultants
Retainer Stock 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 October 21, 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.

         Spectrum Law Group, LLP and certain affiliates of Spectrum Law Group,
LLP may be issued shares of our common stock pursuant to this offering.

                                      -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)

                                      -5-
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.

Bylaws

         Article VI, Section 9 of our Bylaws states that we shall indemnify our
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 our
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            October 2004 Employee Stock Incentive Plan of Axia Group, Inc.
4.2            October 2004 Non-Employee Directors and Consultants Retainer
               Stock 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, LLC, independent auditors

----------

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

                                      -6-
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.

                                   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 El Cajon, State of California, on October 22, 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                      October 22, 2004
-----------------
 Jody R. Regan

/s/ Dawnelle Patrick            Director                      October 22, 2004
--------------------
 Dawnelle Patrick

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