UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 27, 2005

                                Axia Group, Inc.

             (Exact name of registrant as specified in its charter)

    Nevada                            001-09418                 87-0509512
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (IRS Employer
 of incorporation)                  File Number)             Identification No.)

               5520 Wellesley Street, Suite 109, La Mesa, CA      91942
--------------------------------------------------------------------------------
                (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: (619) 466-4928

               1324 N. Magnolia Avenue, El Cajon, California 92020
           ----------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

                                       1
<PAGE>

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

      Change in Control.  On June 27, 2005, Axia Group,  Inc., or Axia,  entered
into a stock  surchase  Agreement by and among Axia,  Jeffrey W.  Flannery,  and
Richard F. Schmidt.  Pursuant to the terms of the  agreement,  Mr.  Schmidt sold
150,000  shares of Series C  Preferred  Stock and  5,000,000  shares of Series D
Preferred Stock of Axia to Mr. Flannery for $75,000.00 in the form of $40,000.00
in cash and a secured note in the principal amount of $35,000.00, payable in two
monthly installments of $17,500.00 each.

      The  holders  of Series D  Preferred  Stock and the  holders of our common
stock shall be entitled to notice of any stockholders'  meeting and to vote as a
single  class  upon  any  matter  submitted  to the  stockholders  for a vote as
follows:  (i) the holders of Series D Preferred  Stock shall have such number of
votes as is  determined  by  multiplying  (a) the  number  of shares of Series D
Preferred  Stock held by such holder,  (b) the number of issued and  outstanding
shares of our common stock (on a fully-diluted  basis) as of the record date for
the vote, or, if no such record date is established, as of the date such vote is
taken or any written consent of  stockholders  is solicited,  and (c) 0.0000004;
and (ii) the holders of our common stock shall have one vote per share of common
stock held as of such date. Accordingly,  the sale and transfer of the 5,000,000
shares of the Series D Preferred Stock to Mr. Flannery  effectively  transferred
control of Axia to Mr. Flannery.

      In  connection  with this  change in  control,  Mr.  Schmidt  resigned  as
President,  Chief  Financial  Officer,  and  Secretary  of  Axia.  The  board of
directors appointed Mr. Flannery as the new President,  Chief Financial Officer,
and Secretary.

      Thereafter,  Richard D.  Mangiarelli  resigned as a director of Axia.  Mr.
Schmidt,  as the remaining  sole  director,  appointed Mr.  Flannery to fill the
vacancy on the board of directors.

      The sale of the  shares  of  Series B  Preferred  Stock  was  exempt  from
registration  under the Securities Act of 1933, as amended,  pursuant to Section
4(1) of the  Securities  Act (under the  so-called  "4(1 1/2)  exemption" of the
Securities Act).

Item  1.02 Termination of a Material Definitive Agreement.

      Not Applicable.

Item  1.03 Bankruptcy or Receivership.

      Not Applicable.

Section 2 - Financial Information

Item  2.01 Completion of Acquisition or Disposition of Assets.

      See Item 1.01.

Item  2.02 Results of Operations and Financial Condition.

      Not Applicable.

                                       2
<PAGE>

Item  2.03 Creation of a Direct  Financial  Obligation or an Obligation under an
      Off-Balance Sheet Arrangement of a Registrant.

      Not Applicable.

Item  2.04  Triggering  Events That  Accelerate  or Increase a Direct  Financial
      Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

      Not Applicable.

Item  2.05 Costs Associated with Exit or Disposal Activities.

      Not Applicable.

Item  2.06 Material Impairments.

      Not Applicable.

Section 3 - Securities and Trading Markets

Item  3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
      Standard: Transfer of Listing.

      Not Applicable.

Item  3.02 Unregistered Sales of Equity Securities.

      See Item 1.01.

Item  3.03 Material Modification to Rights of Security Holders.

      Not Applicable.

Section 4 - Matters Related to Accountants and Financial Statements

Item  4.01 Changes in Registrant's Certifying Accountant.

      Not Applicable.

Item  4.02 Non-Reliance on Previously  Issued Financial  Statements or a Related
      Audit Report or Completed Interim Review.

      Not Applicable.

Section 5 - Corporate Governance and Management

Item  5.01 Changes in Control of Registrant.

      See Items 1.01, 5.02.

                                       3
<PAGE>

Item  5.02 Departure of Directors or Principal Officers;  Election of Directors;
      Appointment of Principal Officers.

      On June  27,  2005,  Richard  F.  Schmidt  resigned  as  President,  Chief
Financial  Officer,  and  Secretary of Axia.  The board of  directors  appointed
Jeffrey  W.  Flannery  as  the  new  President,  Chief  Financial  Officer,  and
Secretary.

      Thereafter,  Richard D.  Mangiarelli  resigned as a director of Axia.  Mr.
Schmidt,  as the remaining  sole  director,  appointed Mr.  Flannery to fill the
vacancy on the board of directors.

      Jeffrey  W.  Flannery  is has been a director  of Axia and its  President,
Chief Financial Officer,  and Secretary since June 27, 2005. Mr. Flannery brings
extensive  experience  in business  development  and fiscal  management to these
positions  with Axia Group,  Inc.  He is  currently  serving as Chief  Executive
Officer  and Chief  Financial  Officer  of  Centrex,  Inc.,  a company  which is
commercializing  a  patented  technology  for  biochemical   detection  systems.
Previously, Mr. Flannery was the founder and Chief Executive Officer of Enhanced
Information Systems,  Inc., an online home health care provider for the pharmacy
industry,  Vice  President of Development  for IUSA, an  information  technology
company,  and Vice President of Corporate  Communications for Center For Special
Immunology,  a  public  company  dedicated  to  medical  treatments  for  immune
disorders.  As President of FLC Partners,  Inc., an investment  banking services
company, Mr. Flannery has provided financial consulting and business development
services for many public and private companies. Mr. Flannery received his B.A in
Philosophy from the University of California Los Angeles.

Item  5.03 Amendments to Articles of Incorporation  or Bylaws:  Change in Fiscal
      Year.

      Not Applicable.

Item  5.04 Temporary  Suspension of Trading Under Registrant's  Employee Benefit
      Plans.

      Not Applicable.

Item  5.05  Amendments  to the  Registrant's  Code of  Ethics,  or  Waiver  of a
      Provision of the Code of Ethics.

      Not Applicable.

Section 6 - [Reserved]

      Not Applicable.

Section 7 - Regulation FD

Item  7.01 Regulation FD Disclosure.

      Not Applicable.

                                       4
<PAGE>

Section 8 - Other Events

Item  8.01 Other Events.

      Axia has moved its principal offices to the following address:

      Axia Group, Inc.
      5520 Wellesley Street, Suite 109
      La Mesa, CA 91942
      (619) 466-4928


Section 9 - Financial Statements and Exhibits

Item  9.01 Financial Statements and Exhibits.

      (a)   Financial statements of businesses acquired.

            Not Applicable.

      (b)   Pro forma financial information.

            Not Applicable.

      (c)   Exhibits.

            Exhibit #         Description
            ---------         -----------

            10.1              Stock Purchase Agreement by and between Jeffrey
                              Flannery, Richard F. Schmidt, and Axia Group, Inc.

                                   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.


                                      AXIA GROUP, INC.
                                      (Registrant)

Date:   July 15, 2005                 By: /s/ Jeffrey W. Flannery
                                          --------------------------------------
                                              Jeffrey W. Flannery, President,
                                              Chief Financial Officer, and
                                              Secretary


                                       5
{"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": "8-K", "act": "34", "file-number": "001-09418", "film-number": "05957075"}, "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"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 27, 2005

                                Axia Group, Inc.

             (Exact name of registrant as specified in its charter)

    Nevada                            001-09418                 87-0509512
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (IRS Employer
 of incorporation)                  File Number)             Identification No.)

               5520 Wellesley Street, Suite 109, La Mesa, CA      91942
--------------------------------------------------------------------------------
                (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: (619) 466-4928

               1324 N. Magnolia Avenue, El Cajon, California 92020
           ----------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

                                       1
Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

      Change in Control.  On June 27, 2005, Axia Group,  Inc., or Axia,  entered
into a stock  surchase  Agreement by and among Axia,  Jeffrey W.  Flannery,  and
Richard F. Schmidt.  Pursuant to the terms of the  agreement,  Mr.  Schmidt sold
150,000  shares of Series C  Preferred  Stock and  5,000,000  shares of Series D
Preferred Stock of Axia to Mr. Flannery for $75,000.00 in the form of $40,000.00
in cash and a secured note in the principal amount of $35,000.00, payable in two
monthly installments of $17,500.00 each.

      The  holders  of Series D  Preferred  Stock and the  holders of our common
stock shall be entitled to notice of any stockholders'  meeting and to vote as a
single  class  upon  any  matter  submitted  to the  stockholders  for a vote as
follows:  (i) the holders of Series D Preferred  Stock shall have such number of
votes as is  determined  by  multiplying  (a) the  number  of shares of Series D
Preferred  Stock held by such holder,  (b) the number of issued and  outstanding
shares of our common stock (on a fully-diluted  basis) as of the record date for
the vote, or, if no such record date is established, as of the date such vote is
taken or any written consent of  stockholders  is solicited,  and (c) 0.0000004;
and (ii) the holders of our common stock shall have one vote per share of common
stock held as of such date. Accordingly,  the sale and transfer of the 5,000,000
shares of the Series D Preferred Stock to Mr. Flannery  effectively  transferred
control of Axia to Mr. Flannery.

      In  connection  with this  change in  control,  Mr.  Schmidt  resigned  as
President,  Chief  Financial  Officer,  and  Secretary  of  Axia.  The  board of
directors appointed Mr. Flannery as the new President,  Chief Financial Officer,
and Secretary.

      Thereafter,  Richard D.  Mangiarelli  resigned as a director of Axia.  Mr.
Schmidt,  as the remaining  sole  director,  appointed Mr.  Flannery to fill the
vacancy on the board of directors.

      The sale of the  shares  of  Series B  Preferred  Stock  was  exempt  from
registration  under the Securities Act of 1933, as amended,  pursuant to Section
4(1) of the  Securities  Act (under the  so-called  "4(1 1/2)  exemption" of the
Securities Act).

Item  1.02 Termination of a Material Definitive Agreement.

      Not Applicable.

Item  1.03 Bankruptcy or Receivership.

      Not Applicable.

Section 2 - Financial Information

Item  2.01 Completion of Acquisition or Disposition of Assets.

      See Item 1.01.

Item  2.02 Results of Operations and Financial Condition.

      Not Applicable.

                                       2
Item  2.03 Creation of a Direct  Financial  Obligation or an Obligation under an
      Off-Balance Sheet Arrangement of a Registrant.

      Not Applicable.

Item  2.04  Triggering  Events That  Accelerate  or Increase a Direct  Financial
      Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

      Not Applicable.

Item  2.05 Costs Associated with Exit or Disposal Activities.

      Not Applicable.

Item  2.06 Material Impairments.

      Not Applicable.

Section 3 - Securities and Trading Markets

Item  3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
      Standard: Transfer of Listing.

      Not Applicable.

Item  3.02 Unregistered Sales of Equity Securities.

      See Item 1.01.

Item  3.03 Material Modification to Rights of Security Holders.

      Not Applicable.

Section 4 - Matters Related to Accountants and Financial Statements

Item  4.01 Changes in Registrant's Certifying Accountant.

      Not Applicable.

Item  4.02 Non-Reliance on Previously  Issued Financial  Statements or a Related
      Audit Report or Completed Interim Review.

      Not Applicable.

Section 5 - Corporate Governance and Management

Item  5.01 Changes in Control of Registrant.

      See Items 1.01, 5.02.

                                       3
Item  5.02 Departure of Directors or Principal Officers;  Election of Directors;
      Appointment of Principal Officers.

      On June  27,  2005,  Richard  F.  Schmidt  resigned  as  President,  Chief
Financial  Officer,  and  Secretary of Axia.  The board of  directors  appointed
Jeffrey  W.  Flannery  as  the  new  President,  Chief  Financial  Officer,  and
Secretary.

      Thereafter,  Richard D.  Mangiarelli  resigned as a director of Axia.  Mr.
Schmidt,  as the remaining  sole  director,  appointed Mr.  Flannery to fill the
vacancy on the board of directors.

      Jeffrey  W.  Flannery  is has been a director  of Axia and its  President,
Chief Financial Officer,  and Secretary since June 27, 2005. Mr. Flannery brings
extensive  experience  in business  development  and fiscal  management to these
positions  with Axia Group,  Inc.  He is  currently  serving as Chief  Executive
Officer  and Chief  Financial  Officer  of  Centrex,  Inc.,  a company  which is
commercializing  a  patented  technology  for  biochemical   detection  systems.
Previously, Mr. Flannery was the founder and Chief Executive Officer of Enhanced
Information Systems,  Inc., an online home health care provider for the pharmacy
industry,  Vice  President of Development  for IUSA, an  information  technology
company,  and Vice President of Corporate  Communications for Center For Special
Immunology,  a  public  company  dedicated  to  medical  treatments  for  immune
disorders.  As President of FLC Partners,  Inc., an investment  banking services
company, Mr. Flannery has provided financial consulting and business development
services for many public and private companies. Mr. Flannery received his B.A in
Philosophy from the University of California Los Angeles.

Item  5.03 Amendments to Articles of Incorporation  or Bylaws:  Change in Fiscal
      Year.

      Not Applicable.

Item  5.04 Temporary  Suspension of Trading Under Registrant's  Employee Benefit
      Plans.

      Not Applicable.

Item  5.05  Amendments  to the  Registrant's  Code of  Ethics,  or  Waiver  of a
      Provision of the Code of Ethics.

      Not Applicable.

Section 6 - [Reserved]

      Not Applicable.

Section 7 - Regulation FD

Item  7.01 Regulation FD Disclosure.

      Not Applicable.

                                       4
Section 8 - Other Events

Item  8.01 Other Events.

      Axia has moved its principal offices to the following address:

      Axia Group, Inc.
      5520 Wellesley Street, Suite 109
      La Mesa, CA 91942
      (619) 466-4928

Section 9 - Financial Statements and Exhibits

Item  9.01 Financial Statements and Exhibits.

      (a)   Financial statements of businesses acquired.

            Not Applicable.

      (b)   Pro forma financial information.

            Not Applicable.

      (c)   Exhibits.

            Exhibit #         Description
            ---------         -----------

            10.1              Stock Purchase Agreement by and between Jeffrey
                              Flannery, Richard F. Schmidt, and Axia Group, Inc.

                                   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.

                                      AXIA GROUP, INC.
                                      (Registrant)

Date:   July 15, 2005                 By: /s/ Jeffrey W. Flannery
                                          --------------------------------------
                                              Jeffrey W. Flannery, President,
                                              Chief Financial Officer, and
                                              Secretary

                                       5