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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                              2001 Executive Bonus
                            (Full title of the plan)


                Richard D. Surber, 268 West 400 South, Suite 300,
                           Salt Lake City, Utah 84101
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (801) 575-8073

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                            <C>               <C>                           <C>                         <C>

Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be                Offering Price Per            Aggregate Offering          Registration
                                Registered(1)     Share(2)                      Price                       Fee
Common Stock,                            420,000            $0.46                        $193,200           $48.30
$0.001  par value
==============================  ================  ============================  =========================== =============
</TABLE>

(1)      The Shares of the Company to which this Reoffering Prospectus relates
         are being registered for reoffer and resale by the Selling
         Shareholders, who acquired the Shares as a bonus for services they
         provided to the Company. The Selling Shareholders may resell all, a
         portion or none of such Shares from time to time.

(2)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of May 31, 2001, a date within five business days prior to the
         date of filing of this registration statement.




                                       -1-

<PAGE>



                              Reoffering Prospectus
                                Axia Group, Inc.
            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                            Telephone (801) 575-8073

                                  June 1, 2001
                           420,000 SHARES COMMON STOCK

The  shares of common  stock,  $0.001  par  value,  of Axia  Group,  Inc.  ("the
"Company")  offered  hereby (the "Shares") will be sold from time to time by the
individuals listed under the Selling  Shareholders section of this document (the
"Selling  Shareholders").  The  Selling  Shareholders  acquired  the  Shares  as
employee  compensation  to officers of the Company for services that the Selling
Shareholders provided to the Company.

The sales may occur in  transactions  on the  Nasdaq  over-the-counter  bulletin
board market at prevailing  market  prices,  in block  transactions  with market
makers,  or in negotiated  transactions.  The Company will not receive  proceeds
from any of the sale of the  Shares.  The  Company  is paying  for the  expenses
incurred in registering the Shares.

The Shares are  "restricted  securities"  under the  Securities Act of 1933 (the
"1933 Act") before their sale under the  Reoffering  Prospectus.  The Reoffering
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future  sales by the  Selling  Shareholders  to the public
through compliance with Rule 144(e).  Rule 144(e) subjects selling  Shareholders
to a  limitation  on the  number of shares  which can be sold in any  ninety day
period.  Selling  Shareholders  will be limited  to selling a maximum  number of
shares in any ninety day period,  which  number does not exceed one percent (1%)
of the  issued  and  outstanding  shares of the  Company  (approximately  50,000
shares).

To the knowledge of the Company, the Selling Shareholders have no arrangement at
this time  with any  brokerage  firm for the sale of the  Shares.  However,  the
Shareholders  may at some future  time  arrange  for block  transactions  with a
Broker-Dealer.  The Selling  Shareholders  may be deemed to be an  "underwriter"
within the  meaning of the 1933 Act.  Any  commissions  received  by a broker or
dealer in connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the 1933 Act.

The Company's  common stock is currently  traded on the Nasdaq  Over-the-Counter
Bulletin Board under the symbol "AXIA."

The  purchase  of these  securities  involves  a high  degree of risk.  See Risk
Factors at page 4.

This  investment  involves  a high  degree of risk.  Please  see "Risk  Factors"
beginning on page 4. Certain statements contained in this Prospectus, including,
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates," "expects," and words of similar import, constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to our future plans, objectives,  expectations and
intentions.  In evaluating  these  statements,  you should  consider the various
factors  identified in "Risk Factors" section contained  herein,  which identify
important  considerations  that could cause actual results to differ  materially
from those contained in the  forward-looking  statements.  Such  forward-looking
statements   speak  only  as  of  the  date  the  statement  is  made,  and  the
forward-looking   information  and  statements  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFERING  PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.




                                       -2-

<PAGE>



                                EXPLANATORY NOTE

This  Reoffering  Prospectus  is  being  filed  by Axia  Group,  Inc.,  a Nevada
Corporation  (the  "Company")  in  conjunction  with the  Company's  filing of a
Registration  Statement on Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"),  registering  420,000  shares of the  Company's  common stock,
$0.001  par  value,  which are to be  issued  to  Richard  D.  Surber  and Edwin
Haidenthaller  as a one  time  executive  bonus  for  services  rendered  to the
Company. Under cover of the Form S-8 is a Reoffering Prospectus that the Company
has  prepared in  accordance  with Part I of Form S-3 under the 1933 Act, as per
General  Instruction  C(1)(a)  of Form S-8.  The  Reoffering  Prospectus  may be
utilized  for  reofferings  and resales of up to 420,000  shares of common stock
acquired by the selling Shareholders.



TABLE OF CONTENTS

Risk Factors  .................................................................3
Use of Proceeds ...............................................................8
Selling Security Holders ......................................................9
Plan of Distribution...........................................................9
Description of Securities ....................................................10
Interest of Named Experts and Counsel ........................................10
Incorporation of Certain Information by Reference ............................10
Indemnification of Directors and Officers ....................................11
Signatures ...................................................................18

The  date of this  Prospectus  is June 1,  2001.  You  should  only  rely on the
information  incorporated by reference or provided in this Reoffering Prospectus
or any  supplement.  We have not  authorized  anyone  else to  provide  you with
different information.  The common stock is not being offered in any state where
the offer is not permitted.  You should not assume that the  information in this
Reoffering  Prospectus  or any  supplement is accurate as of any date other than
the date on the front of this Reoffering Prospectus.

RISK FACTORS

The Shares  offered  hereby are  speculative  and involve a high degree of risk.
Accordingly,  in analyzing  this  offering,  one should  carefully  consider the
following factors, among others,  relating to the Company.  Readers are urged to
carefully  review and  consider the various  disclosures  made by the Company in
this  Prospectus  and in the  Company's  other  Reports  filed with the SEC that
attempt to advise  interested  parties of the risks and factors  that may affect
the Company's business.

Nature of the Company's Business. The varied nature of the Company's business is
inherently risky. The Company,  through its subsidiaries,  provides a variety of
financial consulting services to clients. The Company provides an expanded scope
of financial,  business,  and investment  oriented consulting services to select
start-up  companies and existing  public  companies.  Specifically,  the Company
helps client companies by creating a series of infrastructure-based partnerships
that take advantage of the Company's  expertise in: uncovering private placement
funding sources;  strategic business planning;  SEC registration  documentation;
transactional   document   preparation;   restructuring   capital   information;
identifying  merger and acquisition  opportunities and investor  relations.  The
Company  also owns  subsidiaries  with real  estate  operations  that  primarily
involve the  acquisition,  management,  lease and sale of real estate  holdings.
These  holdings  consist  of  a  wide  variety  of  commercial  and  residential
properties.  The Company owns several real estate holdings in Utah and also owns
properties in other parts of the United States.

Limited  Operating  History.  The Company has been in operation for a relatively
short period of time. The Company's  future  prospects are based upon a somewhat
limited operating history.  One should consider that the Company's prospects are
subject to the risks,  expenses  and  uncertainties  frequently  encountered  by
companies in the early stages of development.  As of March 31, 2001, the Company
had an accumulated deficit of $8,938,251. Although the Company has experienced


                                       -3-

<PAGE>



fluctuating  revenues during the past two years,  there can be no assurance that
the Company's  revenues  will  increase or stabilize.  While the Company has had
periods  of  profitability  in the  past,  it is not  operating  at a profit  at
present, and it is possible that the Company may continue to incur net losses in
the foreseeable future.

The uncertain nature of the markets addressed by the Company make the prediction
of future results of operations difficult or impossible.  Therefore,  our recent
fluctuations  in  revenue  growth  should not be taken as  indicative  of future
revenues or as indicative of the  likelihood  of revenue  fluctuations,  if any,
that can be expected in the future.  The Company believes that  period-to-period
comparisons  of  the  Company's   results  of  operations  are  not  necessarily
meaningful  and  one  should  not  rely on the  results  for  any  period  as an
indication of future performance.

Future Capital Needs. To date the Company has relied mostly on revenues, private
funding  from the sale of  restricted  shares of common stock of the Company and
short and long term  borrowing to fund  operations.  To date the Company has had
periods where it has  generated  little  revenue and has extremely  limited cash
liquidity and capital resources. During other periods, the Company has generated
sufficient  revenues to fund operations and show a profit.  The Company's future
capital  requirements  will  depend on many  factors,  including  the  Company's
ability to successfully  generate revenues,  its cash flow from operations,  and
competing  market   developments.   The  Company's  business  plan  may  require
additional funding beyond the proceeds previously  generated from operations and
the  sale  of  restricted  common  stock.  Consequently,  although  the  Company
currently has no specific plans or  arrangements  for financing,  it may need to
raise funds through private  placements,  public offerings or other  financings.
Any equity  financings  would result in dilution to then existing  Shareholders.
Additionally,  sources of debt financing may result in higher interest  expense.
Any financing,  if available,  may be on terms  unfavorable  to the Company.  If
adequate  funds are not  obtained,  the  Company  may be  required  to reduce or
curtail operations.  The Company currently anticipates that its existing capital
resources  may not be adequate to satisfy its  current  operating  expenses  and
capital  requirements for the next full fiscal year.  Consequently,  the Company
may have to secure additional financing in order to develop its business plan.

The Company May Need New Funding  Which May Not Be  Available  In Order to Fully
Realize Future Business Plans. The long term  implementation  of future business
plans may depend upon the Company's ability to raise new funding. No commitments
to provide new funding have been made by management or Shareholders. The Company
has not  investigated  the  availability,  source or terms that might govern the
procurement  of new funding.  When new funding is needed,  there is no assurance
that funds will be available from any source or, if available, that funds can be
obtained on terms  acceptable  to the  Company.  Should the Company be unable to
obtain new funding, our operations might be severely limited.

Maintenance of Customer Base. The Company's  clients are not obliged to continue
to purchase  services from the Company on any long-term  basis.  There can be no
assurance  that clients will  continue to buy services from the Company over any
extended  period  of  time.  In the  event  that a  significant  portion  of the
Company's  clients  decided to purchase  services from other service  providers,
there can be no assurance that the Company would be able to replace its customer
base from other sources. Loss of a significant portion of our clients would have
a material adverse affect on our results of operations and financial condition.

Competition-Consulting  Services.  The market for the  provision  of  consulting
services to small companies wishing to merge with or be acquired by a publically
trading  company is extremely  competitive and highly  fragmented.  There are no
substantial  barriers to entry,  and the Company expects that  competition  will
intensify. The Company believes that the primary competitive factors determining
success in this market are a reputation for reliability  and service,  effective
customer support, pricing, creative marketing, geographic coverage. There can be
no  assurance  that the  Company  will be able to compete  successfully  against
current or future competitors or that competitive pressures faced by the Company
will not  materially  adversely  affect its  business,  financial  condition and
results of operations.

Although the Company  believes that it has the human and technical  resources to
pursue  its  business  strategy  and to  compete  effectively  in a  competitive
environment,  its success  will depend on its  continued  ability to  profitably
provide high quality,  high value consulting services at prices and with service
generally  competitive  with or better  than that of  competitors.  The  Company
cannot predict which of many possible future product and service  offerings will
be important o maintain its competitive position or what expenditures will be


                                       -4-

<PAGE>



required to develop any additional products and services.

The Company can make no  representations or assurances that its business will be
successful,  that  its  market  share  will  increase,  that  there  will not be
increased  competition  or that its attempts to grow its  business  will ever be
realized due to the intensity of competition.

Fluctuation in value of Consulting Revenues

We  generate  the  bulk  of  our  consulting  revenues  by  accepting  stock  as
compensation  for  consulting  services.  Our primary form of  compensation  for
consulting  services is the equity  securities  of our clients.  These shares of
client  companies are  generally  restricted as to resale and must be held for a
period of time,  usually 1 year,  before they can be sold for cash.  The Company
accepts equity in client  companies with the expectation  that its services will
assist in the stock's appreciation,  thus allowing the Company to be compensated
and to make a return on the  payments  for its  services.  However,  there is no
guarantee that shares  accepted as fees by us will have any cash value when they
are eligible for resale.

The shares  received by us as  compensation  for consulting are generally  penny
stocks,  whose value  fluctuates  widely due to the volatile nature of the penny
stock market.  Because the bulk of our  consulting  fees are paid in the form of
equity,  the  revenues  and cash flows we realize for our  services are somewhat
tied to the  price of our  clients'  securities  and our  ability  to sell  such
securities.  Fluctuations in the trading price of shares held by us could impair
our cash flow because we generate cash flow, in part,  by  liquidating  non-cash
assets (equity securities)  received as fees for consulting  services.  For this
reason our income  could  fluctuate  widely due to the  volatility  of the share
price of our clients'  securities as well as the volatility of the penny market.
These fluctuations  could in turn affect the book value of the Company.  Also, a
decline in the market  price of a client's  stock  would  affect the total asset
value  shown on the  Company's  balance  sheet and could  result in the  Company
incurring  substantial losses on its income statement.  For these reasons, it is
possible that both our book value and revenues may fluctuate widely from quarter
to quarter and from year to year.

Competition-Real Estate Operations.  The commercial real estate market is highly
competitive.  The Company competes with  substantially  larger companies for the
acquisition,  development  and  operation  of  properties  that fit  within  the
parameters  of its  business  plan.  Some of these  companies  are  national  or
regional  operators with far greater  resources  than those of the Company.  The
presence  of  these   competitors  may  be  a  significant   impediment  to  the
continuation and development of the Company's real estate business.  The Company
believes  that  the  primary  competitive  factors  determining  success  in the
commercial  real estate  business are a reputation for  reliability and service,
pricing of rental properties,  and creative marketing of rental space. There can
be no assurance  that the Company will be able to compete  successfully  against
current or future competitors or that competitive pressures faced by the Company
will not  materially  adversely  affect its  business,  financial  condition and
results of operations.

Although the Company  believes that it has the human and technical  resources to
pursue  its real  estate  business  strategy  and to  compete  effectively  in a
competitive  environment,  its success will depend on its  continued  ability to
profitably acquire and operate commercial  properties at prices and with service
generally  competitive  with or better  than that of  competitors.  The  Company
cannot  predict  which of many  possible  future  acquisitions  or sales of real
property  will  be  important  to  maintain  its  competitive  position  or what
expenditures will be required to successfully develop and market its properties.

The  Company  can make no  representations  or  assurances  that its real estate
business will be  successful,  that there will not be increased  competition  or
that its attempts to grow its real estate  business will ever be realized due to
the intensity of competition.

The Company's  Investment in Real Estate Has Limited  Liquidity and No Certainty
of Capital  Appreciation.  The  Company's  real  estate  investment  has limited
liquidity.  Real estate  investments  in general are  relatively  illiquid.  The
Company's  ability to vary its  portfolio in response to changes in economic and
other conditions will be limited.  The Company cannot ascertain  whether it will
be able to dispose of an investment when it finds disposition advantageous


                                       -5-

<PAGE>



or necessary or that the sale price of any disposition will recoup or exceed the
amount of its investment. Accordingly, the Company can provide no assurance that
the value of its property will appreciate.

There are  numerous  uncertainties  in  estimating  the value of real estate and
prospective appreciation value. The estimated values set forth in appraisals are
based on various  comparisons to sales prices of other  properties;  predictions
about market  conditions,  demand,  vacancy  rates,  prospective  vacancy rates,
renewal terms and other factors;  assumptions  about the  property's  condition,
conformance  with laws and  regulations,  absence  of  material  defects,  and a
variety of numerous  other  factors;  estimates of lease  revenues and operating
expenses,  and  other  items.  Any  significant  change  in  these  comparisons,
predictions,  assumptions, and estimates, most of which are beyond the Company's
control,  could  materially  and adversely  affect  estimated  market values and
appreciation potential.

The  Company's  Investment  in  Real  Estate  is  Inherently  Risky  and  Income
Dependent.  Real estate  investments are inherently  risky. The yields available
from  equity  investments  in real  estate  depend on the  amount of income  and
capital appreciation generated by the properties held by the entity in which the
investment is made. Should we acquire properties that do not generate sufficient
operating cash flow to meet operating  expenses,  such as debt service,  capital
expenditures  and tenant  improvements,  our ability to develop our business and
become profitable will be adversely affected.

Income from real property investments may be adversely affected by a number of
factors, including:

         o        the general economic climate and local real estate conditions
                  (such as oversupply of or reduced demand for space and changes
                  in market rental rates);

        o         the perceptions of prospective tenants of the safety,
                  convenience and attractiveness of the properties and overall
                  appeal of particular types of properties;

        o         the ability of the owner of the properties to provide adequate
                  management, maintenance and insurance;

        o         the ability to collect on a timely basis all rent from tenants
                  and interest from borrowers;

        o         the expense of periodically renovating, repairing and
                  re-letting spaces;

        o         increasing operating costs (including real estate taxes and
                  utilities) which may not be passed through to tenants;

         o        adverse changes in local conditions and land values, such as
                  excessive building resulting in an oversupply of commercial
                  units in an area where our property is located;

        o         reduction in the cost of operating competing properties or
                  decreases in employment that reduce the demand for properties
                  in the area;

        o         adverse changes in zoning laws, other laws and regulations and
                  real property tax rates;

        o         damage from earthquakes or other natural disasters.

The Company's Real Estate Investment May Potentially Be Subject to Environmental
Liability. Under various Federal, state and local environmental laws, ordinances
and regulations,  an owner of real estate may be liable for the costs of removal
or remediation of certain  hazardous or toxic substances on the property.  These
laws often impose  environmental  liability  without regard to whether the owner
knew of, or was responsible for, the presence of hazardous or toxic  substances.
The presence of hazardous substances, or the failure to properly remediate them,
may  adversely  affect the  owner's  ability to sell or rent the  property or to
borrow  using  the  property  as  collateral.  The  Company  is  unaware  of any
environmental  matters affecting its property that would have a material adverse
effect on its business, assets or results of operations. No assurance can be


                                       -6-

<PAGE>



given that existing  environmental  assessments of Company property revealed all
environmental liabilities,  or that a prior owner of the property did not create
any  material  environmental  condition  not  known  to the  Company,  or that a
material  environmental  condition  does  not  exist  with  respect  to  Company
property.

The Company May Face the  Possibility  of Uninsured  Loss.  The Company  carries
comprehensive  liability,  fire,  extended coverage and rental loss insurance in
respect to its real  estate,  with  policy  specifications,  insured  limits and
deductibles  customarily  carried for  similar  properties.  However,  there are
certain  types of losses  (such as losses  arising  from  civil  disturbance  or
pollution)  that are not  generally  insured  because  such  losses  are  either
uninsurable or not economically insurable. Should an uninsured loss or a loss in
excess of insured  limits occur,  the capital  invested in a property as well as
anticipated  future  revenues  could  be  lost.  Meanwhile,  obligations  on any
mortgage indebtedness and the property would continue.  Therefore, any uninsured
loss could  adversely  affect the Company's  financial  condition and results of
operation.

The  Company  Must  Bear  the  Costs  of  Compliance  with  the  Americans  With
Disabilities Act and Similar Legislation.  Under the Americans with Disabilities
Act of 1980 (ADA), places of public accommodations and commercial facilities are
required  to meet  certain  requirements  related to access and use by  disabled
persons.  Compliance  with ADA  requirements  could require both  structural and
non-structural  changes to the property  which the Company  owns.  Noncompliance
could result in fines  imposed by the federal  government or an award of damages
to private  litigants.  Although  management  believes that Company  property is
substantially  in compliance with present  requirements  of the ADA,  additional
costs may be incurred to ensure compliance in the future. A number of additional
federal,  state  and  local  laws  exist  which  impose  additional  burdens  or
restrictions  on owners with respect to access by disabled  persons.  Those laws
may require  modifications  or restrict  renovations  to properties in which the
Company has an investment. The ultimate cost of compliance with the ADA or other
related laws is not  currently  ascertainable.  While any  prospective  costs of
compliance  are not expected to have a material  effect on the result of Company
operations, a potential for substantial costs exists. Should changes be required
and involve greater expense than currently anticipated,  the Company's financial
condition and results of operations could be adversely affected.

The Company  Must Bear the Cost of Any  Increases in Real Estate  Taxes,  Income
Taxes and Other  Services.  Increases  in real estate  taxes,  income  taxes and
services  or other  taxes are not  generally  passed  through to  tenants  under
existing  leases.  Real estate  taxes on our property my increase or decrease as
property tax rates  change  subject to ongoing  assessments  by the relevant tax
authorities. Any increases in real estate taxes, income taxes and other services
could adversely affect the Company's cash flow from operations.

Concentration of Stock Ownership.  As of May 31, 2001, the present directors and
executive officers of the Company  beneficially  owned  approximately 38% of the
Company's  outstanding  common  stock.  As a  result  of  their  ownership,  the
directors and executive officers are able to significantly influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions.  This concentration of ownership may also
have the effect of delaying or preventing a change of control of the Company.

The Company is Dependent  Upon Key Personnel  and Has No Employment  Agreements.
The Company  believes that its success  depends to a  significant  extent on the
efforts and  abilities of its senior  management.  Specifically,  the Company is
dependent upon the services of Richard D. Surber, its president, chief executive
officer  and one of its  directors.  The  Company  does not  have an  employment
agreement  with Mr.  Surber and the loss of his  services  would  likely have an
adverse effect on the Company's ability to conduct its current business.

Government  Regulation.  The Company is subject to the same  federal,  state and
local  laws as other  companies  offering  consulting  services  and  which  are
involved in the real  estate  business.  Today,  there are  relatively  few laws
specifically directed toward consulting services. However, there is considerable
regulation  of  the  commercial  real  estate  business.  It  is  possible  that
additional  laws  and  regulations  may be  adopted  with  respect  offering  of
consulting  services  and  respecting  real  estate  operations.  These laws and
regulations  could  cover  areas  of the  Company's  operations  which  are  not
currently subject to governmental regulation.  One or more states may attempt to
impose  additional  laws or  regulations  upon the Company in the future,  which
could possibly harm the Company's business.


                                       -7-

<PAGE>



Dependence on Management.  The Company is  substantially  dependent upon two key
individuals within its management, Richard D. Surber, and Edwin G. Haidenthaler.
The loss of the  services  of  either  one of  these  individuals  could  have a
material  adverse impact upon the Company.  The Company  believes it will have a
need in the future for additional  qualified management  personnel.  The Company
believes  its future  success  will  depend in part upon its ability to attract,
retain and motivate  qualified  personnel.  There can be no  assurance  that the
Company  will  be  successful  in  attracting  and  retaining  such   personnel.
Competition for such personnel is intense.

Conflicts  of  Interest.  Our  officers  and  directors  may have  conflicts  of
interest. Officers and directors of the Company may in the future participate in
business  ventures  which could be deemed to compete  directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the  Company's  officers or directors are involved in
the management of any firm with which the Company transacts business.

Investment Risks

Volatility  of Stock  Price.  The market price for shares of the Common stock of
the  Company has varied  significantly  and may be  volatile  depending  on news
announcements  or changes in general  market  conditions.  Factors such as those
discussed in this "Risk  Factors"  section may have a significant  impact on the
market price of our securities.  In particular,  news  announcements,  quarterly
results of  operations,  competitive  developments,  litigation or  governmental
regulatory  action  impacting the Company may adversely  affect the Common stock
price.  In  addition,  because the number of shares of Common  stock held by the
public is relatively  small,  the sale of a substantial  number of shares of the
Common stock in a short period of time could  adversely  affect the market price
of the Common stock.  Owing to the low price of the  securities,  many brokerage
firms may not be willing to effect transactions in the securities. Further, many
lending  institutions  will not permit the use of these securities as collateral
for loans.

No Cash Dividends. The Company has never paid cash dividends on its Common stock
and does not  anticipate  paying cash  dividends on its Common stock in the next
year. The Company plans on paying dividends as it becomes more  profitable,  but
until this occurs,  the Company's Common stock is not a suitable  investment for
persons  requiring  current  income.  The Company has paid dividends in the past
consisting  of  shares  of stock  in  subsidiaries  which  were  distributed  to
Shareholders as dividends.

Limited Market for Stock.  The Company's  stock is presently  trading on the OTC
bulletin board maintained by the NASD under the symbol AXIA. Nevertheless, there
has been limited  volume in trading in the public  market for the common  stock,
and there can be no assurance  that a more active trading market will develop or
be  sustained.  The market  price of the shares of common  stock is likely to be
highly  volatile  and  may  be   significantly   affected  by  factors  such  as
fluctuations  in  our  operating   results,   announcements   of   technological
innovations  or  new  products  and/or  services  by  us  or  our   competitors,
governmental regulatory action,  developments with respect to proprietary rights
and general market conditions.

The  Company's  Share Value Is  Dependent  Upon Its Ability To Generate Net Cash
Flows. A substantial portion of any potential return on our common stock will be
dependent upon the Company's  ability to generate net cash flows.  Should we not
be able to operate  our  business  at a net  profit,  there will be no return on
shareholder's  equity,  and  could  well  result  in a loss in share  value.  No
assurance  can be given that the Company will be able to operate at a net profit
over an extended period of time.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares of
common stock by the Selling Shareholders.


                                       -8-

<PAGE>



SELLING SECURITY HOLDERS

The Shares of the Company to which this Reoffering  Prospectus relates are being
registered  for reoffers and resales by the Selling  Shareholders,  who acquired
the Shares for services they provided to the Company.  The Selling  Shareholders
may resell all, a portion or none of such Shares from time to time.

The Shareholders  selling shares under this registration  reserve the sole right
to accept or reject, in whole or in part, any proposed sale of shares.

The table below sets forth with respect to the Selling Shareholders,  based upon
information  available  to the Company as of June 1, 2001,  the number of Shares
owned,  the number of Shares  registered by this  Reoffering  Prospectus and the
number and  percent of  outstanding  Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.

<TABLE>
<S>                         <C>                  <C>                     <C>                       <C>
Selling Shareholders         Number of            Number of Shares        Number of Shares          Percentage of
                             Shares Owned         Registered by           Owned After Sale(1)       Shares Owned
                             Before Sale(1)       Prospectus                                        after Sale(2)
Richard D. Surber                        225,864                  400,000                  225,864                   4.74%
Edwin G. Haidenthaller                    44,850                   20,000                   24,850            Less than 1%
</TABLE>

(1) Shares  listed  consist  only of shares  legally and  beneficially  owned by
Richard D. Surber.  Mr. Surber has been attributed with beneficial  ownership of
620,439  shares as president  of Wichita  Development  Corporation,  and 833,333
shares which he is holding as collateral on a loan guaranty  given by him. Total
beneficial  ownership  equals 1,453,772 shares and combined legal and beneficial
ownership, excluding shares registered by the prospectus is 1,679,636shares.

(2)The  percentage of shares owned both legally and  beneficially  by Mr. Surber
after sale will be 35.28%

The  Corporation's  common  stock  trades on the NASD  OTC:BB  under the  symbol
"AXIA", the closing price per share of the common stock was reported as $0.45 on
May 31, 2001.

PLAN OF DISTRIBUTION

The Selling  Shareholders  may sell the Shares for value from time to time under
this Reoffering  Prospectus on one or more transactions on the  Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in a  negotiated
transaction  or in a  combination  of such  methods  of sale,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices  or at  prices  otherwise  negotiated.  Such  sales  may be made  through
Broker-Dealers,  Agents or directly to one or more purchasers.  Such sales shall
be in  compliance  with all of the  requirements  of Rule  144(e).  Rule  144(e)
subjects selling  Shareholders to a limitation on the number of shares which can
be sold in any  ninety  day  period.  Selling  Shareholders  will be  limited to
selling a maximum  number of shares in any ninety day period,  which number does
not exceed one percent (1%) of the issued and outstanding  shares of the Company
(approximately 50,000 shares).

The Selling  Shareholders may effect such  transactions by selling the Shares to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the


                                       -9-

<PAGE>



Selling  Shareholders  and/or  the  purchasers  of  the  Shares  for  whom  such
broker-dealers  may act as  agent  (which  compensation  may be less  than or in
excess of customary commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters  within the meaning
of Section 2(11) of the 1933 Act, and any  commissions  received by them and any
profit  on the  resale  of  the  Shares  owned  by  them  may  be  deemed  to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses  incurred  by the  Selling  Shareholders  will be borne by the  Selling
Shareholders.  There is no assurance that the Selling Shareholders will sell all
or any  portion of the Shares  offered.  The  Company  will pay all  expenses in
connection with this offering and will not receive any proceeds from sale of any
shares by the Selling Shareholders.

DESCRIPTION OF SECURITIES

The Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share,  of which  4,760,810  shares are issued and  outstanding as of
June 1, 2001.  The  Company is also  authorized  to issue  20,000,000  shares of
preferred  stock,  par value  $0.001  per  share,  of which  none is issued  and
outstanding  as of the filing  date.  Holders  of both the common and  preferred
stock are  entitled to one vote per share on each matter  submitted to a vote at
any  meeting  of  stockholders.  Neither  the  holders  of  common  stock nor of
preferred stock have cumulative voting rights.  The Company's Board of Directors
has authority, without action by the Company's stockholders, to issue all or any
portion of the  authorized  but  unissued  shares of common  stock,  which would
reduce the percentage ownership in the Company of its stockholders and which may
dilute the book value of the common  stock.  Likewise,  the  Company's  Board of
Directors has authority,  without action by the holders of preferred  stock,  to
issue all or any portion of the  authorized  but  unissued  shares of  preferred
stock so long as such shares are on a parity with or junior to the rights of the
preferred  stock,  which would reduce the percentage  ownership of the preferred
stockholders and which may dilute the book value of the stock.

Holders of either the Company's  common or preferred  stock have no  pre-emptive
rights to acquire additional shares of stock. The common stock is not subject to
redemption and carries no  subscription  or conversion  rights.  In the event of
liquidation  of the  Company,  the shares of common  stock are entitled to share
equally in corporate assets after  satisfaction of all  liabilities.  Additional
rights,  if any, for holders of preferred stock, in the event of liquidation are
yet to be determined by the Board of Directors.

Holders of the common stock are entitled to receive such  dividends as the Board
of Directors  may from time to time declare out of funds  legally  available for
the  payment of  dividends.  The rights of  holders  of the  preferred  stock to
receive  dividends,  if any, are yet to be determined by the Board of Directors.
The  Company  has not paid cash  dividends  on either  its  common  stock or its
preferred  stock,  and it does not anticipate that it will pay cash dividends in
the foreseeable future.

INTEREST OF NAMED EXPERTS AND COUNSEL

No "Expert" or "Counsel" (as defined by Item 509 of Regulation  S-B  promulgated
pursuant  to the  Securities  Act of  1933)  whose  services  were  used  in the
preparation  of this Form S-8 was hired on a contingent  basis or will receive a
direct or indirect interest in the Company.

The Audited  financial  statements for the years ended December 31, 2000 of Axia
Group, Inc., have been incorporated by reference in this Registration  Statement
from the Form 10-KSB filed April 16, 2001 in reliance on the report of


                                      -10-

<PAGE>



Mantyla & McReynolds, independent accountants, given on the authority of that
firm as experts in accounting and auditing.

The  validity of the common  stock  offered  hereby has been passed upon for the
Company by Leonard W. Burningham, Attorney at Law.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents that the Company filed with the Commission are hereby
incorporated by reference into this Prospectus:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2000.

         2.       All reports filed by the Company with the Commission pursuant
                  to Section 13(a) or 15(d) of the Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  ended December 31, 2000.

All documents that the Company  subsequently files with the Commission  pursuant
to  Sections  13(a),  13(c),  14 or  15(d)  of the  Exchange  Act,  prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

The Company will provide,  without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests for such  information may be directed to the Company's CEO, Mr. Richard
D. Surber, at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101.

The  Company is  subject  to the  informational  requirement  of the  Securities
Exchange  Act of  1934  as  amended,  (the  "Exchange  Act")  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission.  The Company  has filed all reports  required of it for at least the
twelve months preceding this filing. Such reports,  proxy statements,  and other
information  filed by the  Company  can be  inspected  and  copied at the public
reference  facilities  maintained by the Securities and Exchange Commission (the
"Commission")  in Washington D.C. at 450 Fifth Street,  N.W.,  20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228, Chicago, Illinois, 60604; and at 410
Seventeenth Street,  Suite 700, Denver Colorado 80202. Copies of these materials
can be obtained from the Public Reference  Section of the Commission,  450 Fifth
Street,  N.W.  Washington,  D.C.  20549,  at prescribed  rates.  The  Commission
maintains a Web site that contains reports, proxy and information statements and
other  information   regarding  issuers  that  file   electronically   with  the
Commission.  Information  about the Company is also available on the Internet at
the Commission's Web site http://www.sec.gov in the EDGAR Database.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 78.7502 and 78.751 of the Nevada Business  Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors,  employees
and agents under certain circumstances as follows:


                                      -11-

<PAGE>



NRS 78.7502  DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

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 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 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, and 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 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.

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.

NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under 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 ndertaking by or on behalf of the


                                      -12-

<PAGE>



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 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.  (b)  Continues for a person
who has ceased to be a  director,  officer,  employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation.

The Company's  Amended and Restated  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.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to 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 issues.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Axia Group, Inc, a Nevada corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2000.

         2.       All reports filed by the Company with the Commission pursuant
                  to Section 13(a) or 15(d) of the Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  ended December 31, 2000.



                                      -13-

<PAGE>



Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share,  of which  4,760,810  shares are issued and  outstanding as of
June 1, 2001.  The  Company is also  authorized  to issue  20,000,000  shares of
preferred  stock,  par value  $0.001  per  share,  of which  none is issued  and
outstanding  as of the filing  date.  Holders  of both the common and  preferred
stock are  entitled to one vote per share on each matter  submitted to a vote at
any  meeting  of  stockholders.  Neither  the  holders  of  common  stock nor of
preferred stock have cumulative voting rights.  The Company's Board of Directors
has authority, without action by the Company's stockholders, to issue all or any
portion of the  authorized  but  unissued  shares of common  stock,  which would
reduce the percentage ownership in the Company of its stockholders and which may
dilute the book value of the common  stock.  Likewise,  the  Company's  Board of
Directors has authority,  without action by the holders of preferred  stock,  to
issue all or any portion of the  authorized  but  unissued  shares of  preferred
stock so long as such shares are on a parity with or junior to the rights of the
preferred  stock,  which would reduce the percentage  ownership of the preferred
stockholders and which may dilute the book value of the stock.

Holders of either the Company's  common or preferred  stock have no  pre-emptive
rights to acquire additional shares of stock. The common stock is not subject to
redemption and carries no  subscription  or conversion  rights.  In the event of
liquidation  of the  Company,  the shares of common  stock are entitled to share
equally in corporate assets after  satisfaction of all  liabilities.  Additional
rights,  if any, for holders of preferred stock, in the event of liquidation are
yet to be determined by the Board of Directors.

Holders of the common stock are entitled to receive such  dividends as the Board
of Directors  may from time to time declare out of funds  legally  available for
the  payment of  dividends.  The rights of  holders  of the  preferred  stock to
receive  dividends,  if any, are yet to be determined by the Board of Directors.
The Company has not paid  dividends on either its common stock or its  preferred
stock,  and it does not anticipate that it will pay dividends in the foreseeable
future.

Dividend, Voting and Preemption Rights

The Company has two classes of authorized shares:  $0.001 par value common stock
and $0.001 par value  preferred  stock.  Holders of common stock are entitled to
receive  ratably such dividends as may be declared by the Board of Directors out
of funds legally available. The rights of holders of preferred stock, if any, to
receive a dividend,  are yet to be  determined  by the Board of  Directors.  The
Company has not paid cash  dividends on either its common stock or its preferred
stock,  and it does  not  anticipate  that it will  pay  cash  dividends  in the
foreseeable future.

Holders of the  Company's  common  stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the security  holders.  The
rights of holders of preferred  stock, if any, to vote on all matters  submitted
to a vote of the  security  holders  is yet to be  determined  by the  Board  of
Directors.  The holders of common  stock are not entitled to  cumulative  voting
rights.

Item 5. Interests of Named Experts and Counsel

No "Expert" or "Counsel" (as defined by Item 509 of Regulation  S-B  promulgated
pursuant  to the  Securities  Act of  1933)  whose  services  were  used  in the
preparation  of this Form S-8 was hired on a contingent  basis or will receive a
direct or indirect interest in the Company.



                                      -14-

<PAGE>



Item 6.  Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business  Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors,  employees
and agents under certain circumstances as follows:

NRS 78.7502  DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

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 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 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, and 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 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.

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.

NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under 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.



                                      -15-

<PAGE>



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 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.  (b)  Continues for a person
who has ceased to be a  director,  officer,  employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.


Articles of Incorporation.

The Company's  Amended and Restated  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.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to 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 issues.

Item 7.   Exemption from Registration Claimed

The  securities  being  resold  pursuant  to  this  registration  statement  and
reoffering prospectus,  are securities being acquired by officers of the Company
as a bonus for services  provided to the Company.  The  securities  are herewith
being registered under a Form S-8 Securities Act registration  statement because
they are held by  affiliates  of the  registrant  as  defined in Rule 405 of the
Securities Act of 1933 ( the "Act"). The securities will be acquired pursuant to
an employee  benefit  plan as that term is defined in Rule 405.  The  Securities
will be resold pursuant to this registration as allowed by Rule 415 of the Act.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 19.




                                      -16-

<PAGE>



Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales 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 in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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.

         (3) 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.

(b)  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 this
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.

(c) 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.













                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                      -17-

<PAGE>



                                   SIGNATURES

     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 Salt Lake City, Utah on June 1, 2001.


                                Axia Group, Inc.

                                                    /s/ Richard D. Surber
                                                 By:________________________
                                                 Richard D. Surber, as President
                                                 and Director


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                              Title                    Date


/s/ John Fry, Jr.                      Director                 June _6_, 2001
-------------------------------------
John Fry, Jr.


/s/ Adrienne Bernstein                 Director                 June _6_, 2001
-------------------------------------
Adrienne Bernstein


/S/ Gerald Einhorn                     Director                 June _6_, 2001
-------------------------------------
Gerald Einhorn


/s/ Edwin G. Haidenthaller             CFO                      June _6_, 2001
-------------------------------------
Edwin G. Haidenthaller

















                                      -18-

<PAGE>







                          INDEX TO EXHIBITS


Exhibits   SEC Ref. No.                  Description of Exhibit           Page
--------   ------------                  ----------------------           ----
A               5         Consent of Counsel with respect to the
                          legality of the issuance of securities
                          being issued                                     20

B             23(a)       Consent of Accountant                            23
C             23(b)       Consent of Counsel                               24
D               4         Executive Stock Bonus Plan                       25





















                                      -19-

<PAGE>



                                    EXHIBIT A

                              LEONARD W. BURNINGHAM
                                     LAWYER
                           Hermes Building * Suite 205
                              455 East Fifth South
                         Salt Lake City, Utah 84111-3323
                            Telephone (801) 363-7411
                               Fax (801) 355-7126
                            e-mail lwb@burninglaw.com

June 1, 2001



Axia Group, Inc.
268 West 400 South Street
Suite 300
Salt Lake City, Utah 84111



Re:               Opinion concerning the legality of the securities that are to
                  be issued and then included in a Registration Statement on
                  Form S-8 to be filed by Axia Group, Inc., a Nevada corporation
                  with the Securities and Exchange Commission

Board of Directors:

     As  special  counsel  for  Axia  Group,  Inc.,  a Nevada  corporation  (the
"Company"),  and in  connection  with the  issuance  of  420,000  shares  of the
Company's  $0.001 par value common stock  (collectively,  the  "Securities")  to
certain  directors and executive  officers of the Company (the  "Employees"),  I
have been  asked to render an opinion as to the  legality  of these  Securities,
which are to be included in a Registration  Statement to be filed by the Company
on Form S-8 of the Securities and Exchange Commission (the "Commission"), and as
to which this opinion is to be filed as an exhibit.

     As you are aware, no services for the issuance of the Securities can in any
way be related to a "capital raising" transaction.

     In connection  with rendering my opinion,  which is set forth below, I have
reviewed and examined originals or copies of the following  documents which have
been provided to me by your in-house legal counsel, to-wit:

                  1.       Articles of Incorporation and all amendments thereto;



                                      -20-

<PAGE>



                  2.       Bylaws;

                  3.       10-KSB Annual Report for the fiscal year ended
                           December 31, 2000;

                  4.       10-QSB Quarterly Report for the quarter ended March
                           31, 2001; and

                  5.       Written Consent of the Board of Directors containing
                           resolutions authorizing the issuance of the
                           Securities.

     I have also examined various other documents,  books, records,  instruments
and certificates of public officials,  directors,  executive officers and agents
of the Company,  and have made such  investigations as I have deemed reasonable,
necessary or prudent under the circumstances. Also, in rendering this opinion, I
have reviewed various statutes and judicial precedence as I have deemed relevant
or necessary.

     Further,  I have  discussed the items relied upon in rendering this opinion
and the  documents  I have  examined  with  your  in-house  counsel,  and in all
instances, I have assumed the genuineness of all signatures,  the legal capacity
of  natural  persons,  the  authenticity  of all  documents  submitted  to me as
originals, the conformity with the original documents of all documents submitted
to me as certified or photostatic  copies and the  authenticity of the originals
of such copies. I have further assumed that the Employees who are the recipients
of these  Securities will have paid the  consideration  required under the terms
the  resolutions  adopted by the Board of Directors prior to the issuance of the
Securities; that none of the services performed by the Employees were related to
"capital  raising"  transactions;  that each  director of the Company  signs the
Written  Consent of the Board of  Directors  referred to in paragraph 5 prior to
the issuance of the Securities;  and that there are no applicable "control share
acquisition" issues respecting the Securities that were required to be addressed
or satisfied  prior to the issuance of the  Securities  under the Nevada Revised
Statutes.

     Based upon the  foregoing and in reliance  thereon,  it is my opinion that,
subject  to the  limitations  set  forth  in the  resolutions  of the  Board  of
Directors  authorizing  the issuance of the  Securities,  the  Securities  to be
issued will, upon their issuance and delivery to the Employees,  be deemed to be
duly and validly  authorized,  legally issued and fully paid and  non-assessable
under the Nevada Revised Statutes.

     This  opinion is  expressly  limited in scope to the  Securities  described
herein  and  which  are  to  be  expressly  included  in  the  above  referenced
Registration  Statement  and does not  cover  any  subsequent  issuances  of any
securities to be made in the future.

     Further,  this  opinion is limited  to the  corporate  laws of the State of
Nevada.  No opinion is rendered (i) with respect the Company's  compliance  with
the  securities  laws,  rules and  regulations  of the  United  States or Nevada
regarding prior  registration  and/or an available  federal or state  exemptions
from applicable registration requirements that may be applicable to the issuance
of the Securities;  or (ii) the form or content of the Registration Statement or
the


                                      -21-

<PAGE>



Reoffering Prospectus; or (iii) compliance with the resale requirements of
applicable securities laws, rules and regulations or the Registration Statement
by the Employees.

     I express no opinion with respect to the laws of any other jurisdiction.

     I consent to the filing of this opinion with the  Commission  as an exhibit
to the above referenced Registration Statement;  however, this opinion is not to
be used,  circulated,  quoted or  otherwise  referred  to for any other  purpose
without my prior written consent.

     This opinion is based upon my knowledge of the law and facts as of the date
hereof,  and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.

                            Yours very sincerely,

                            /s/ Leonard W. Burningham
                            -------------------------
                              Leonard W. Burningham
















                                      -22-

<PAGE>



                                    EXHIBIT B

                               MANTYLA McREYNOLDS
                           a Professional Corporation

June 5, 2001

United States Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.c. 20549

Re:      Consent to be named in the S-8 Registration Statement of Axia Group,
         Inc., a Nevada corporation (the "Registrant"), to be filed on or about
         June 5, 2001, covering the registration and reoffering of 420,000
         shares of common stock of two individual shareholders.

Ladies and Gentlemen;

     We hereby  consent to the use of our report for the year ended December 31,
2000, dated April 10, 2001 in the above-referenced  Registration  Statement.  We
also consent to the use of our name as experts in such Registration Statement.

Sincerely

/s/ Mantyla McReynolds
----------------------
Mantyla McReynolds


                                      -23-

<PAGE>



                                    EXHIBIT C

                              LEONARD W. BURNINGHAM
                                     LAWYER
                           Hermes Building * Suite 205
                              455 East Fifth South
                         Salt Lake City, Utah 84111-3323
                            Telephone (801) 363-7411
                               Fax (801) 355-7126
                            e-mail lwb@burninglaw.com

June 1, 2001


U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Re:               Consent to be named in the S-8 Registration Statement of Axia
                  Group, Inc., a Nevada corporation (the "Registrant"), SEC File
                  No. I-9418, to be filed on or about June 1, 2001, covering the
                  registration and issuance of 420,000 shares of common stock to
                  certain directors and executive officers

Ladies and Gentlemen:

     I  hereby  consent  to  be  named  in  the  above  referenced  Registration
Statement, and to have my opinion appended as an exhibit thereto.

                                                     Yours very sincerely,

                                                     /s/ Leonard W. Burningham
                                                     -------------------------
                                                     Leonard W. Burningham





                                      -24-

<PAGE>



                                    EXHIBIT D

                           EXECUTIVE STOCK BONUS PLAN

     Axia Group, Inc., a Nevada corporation (the "Company"),  hereby adopts This
Executive  Stock Bonus Plan of Axia Group,  Inc.  (the  "Plan")  this 4th day of
June,  2001.  Under the Plan,  the Company plans to issue 420,000  shares of the
Company's  common stock, par value $0.001 (the "Stock") to Richard D. Surber and
Edwin  Haidenthaller,  employees of the Company or its subsidiaries,  all on the
terms  and   conditions  set  forth  herein   ("Benefits"),   for  services  and
contributions to the success of the Company or its subsidiaries.

1.  Purpose  of the Bonus  Plan.  The Plan is  intended  to aid the  Company  in
maintaining and developing a management team,  attracting qualified officers and
employees  capable of assuring the future success of the Company,  and rewarding
those individuals who have contributed to the success of the Company. It is also
designed  to permit  the  Company to reward  these  individuals  who  management
perceives to have contributed to the success of the Company or who are important
to the continued  business and operations of the Company.  The Company  believes
the above goals will be  achieved  through  the  granting of Bonuses  under this
Plan.

2. Shares of Stock Subject to this Plan. A total of four hundred twenty thousand
(420,000) shares of Stock will be issued pursuant to this Plan. The shares shall
be  issued  as  bonuses  to  Richard  D.  Surber  (400,000   shares)  and  Edwin
Haidenthaller  (20,000  shares) in addition to their normal  salaries as a bonus
for services which have contributed to the continued success of the Company.

3. Administration of this Plan.  Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  Subject to compliance  with
applicable   provisions   of  the   governing   law,   the  Board  may  delegate
administration  of this Plan or specific  administrative  duties with respect to
this Plan on such terms and to such  committees  of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators").  The interpretation and construction of the terms of this Plan
by  the  Plan  Administrators   thereof  shall  be  final  and  binding  on  all
participants in this Plan absent a showing of  demonstrable  error. No member of
the Plan  Administrators  shall be liable for any action taken or  determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan  Administrators  attending a duly and  properly  held meeting
shall  be  valid.  Any  Benefit  approved  by the Plan  Administrators  shall be
approved as specified by the Board at the time of delegation.

4. Dilution or Other Adjustment. The shares of Common Stock subject to this Plan
are subject to proportionate  adjustment in the event of a stock dividend on the
Common  Stock or a change  in the  number of issued  and  outstanding  shares of
Common   Stock  as  a  result  of  a  stock  split,   consolidation,   or  other
recapitalization.

5.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned  or
terminated at any time by the Plan Administrators.  This Plan shall terminate on
the date on which the four hundred twenty thousandth share is issued hereunder.







                                      -25-

<PAGE>


      ATTEST:

    /s/ Gerald Einhorn
------------------------------
Gerald Einhorn, Vice-President


















                                      -26-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "axias8june.txt", "secsgml_size_bytes": 87310}]
{"company-data": {"conformed-name": "AXIA GROUP INC/UT", "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": "333-62472", "film-number": "1655663"}, "business-address": {"street1": "268 W 400 S STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "CYBERAMERICA CORP", "date-changed": "19960620"}, {"former-conformed-name": "CANTON INDUSTRIAL CORP", "date-changed": "19950412"}]}
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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                              2001 Executive Bonus
                            (Full title of the plan)

                Richard D. Surber, 268 West 400 South, Suite 300,
                           Salt Lake City, Utah 84101
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (801) 575-8073
CALCULATION OF REGISTRATION FEE
Title of Securities to be       Amounts to        Proposed Maximum              Proposed Maximum            Amount of
Registered                      be                Offering Price Per            Aggregate Offering          Registration
                                Registered(1)     Share(2)                      Price                       Fee
Common Stock,                            420,000            $0.46                        $193,200           $48.30
$0.001  par value
==============================  ================  ============================  =========================== =============
(1)      The Shares of the Company to which this Reoffering Prospectus relates
         are being registered for reoffer and resale by the Selling
         Shareholders, who acquired the Shares as a bonus for services they
         provided to the Company. The Selling Shareholders may resell all, a
         portion or none of such Shares from time to time.

(2)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of May 31, 2001, a date within five business days prior to the
         date of filing of this registration statement.

                                       -1-
Reoffering Prospectus
                                Axia Group, Inc.
            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                            Telephone (801) 575-8073

                                  June 1, 2001
                           420,000 SHARES COMMON STOCK

The  shares of common  stock,  $0.001  par  value,  of Axia  Group,  Inc.  ("the
"Company")  offered  hereby (the "Shares") will be sold from time to time by the
individuals listed under the Selling  Shareholders section of this document (the
"Selling  Shareholders").  The  Selling  Shareholders  acquired  the  Shares  as
employee  compensation  to officers of the Company for services that the Selling
Shareholders provided to the Company.

The sales may occur in  transactions  on the  Nasdaq  over-the-counter  bulletin
board market at prevailing  market  prices,  in block  transactions  with market
makers,  or in negotiated  transactions.  The Company will not receive  proceeds
from any of the sale of the  Shares.  The  Company  is paying  for the  expenses
incurred in registering the Shares.

The Shares are  "restricted  securities"  under the  Securities Act of 1933 (the
"1933 Act") before their sale under the  Reoffering  Prospectus.  The Reoffering
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future  sales by the  Selling  Shareholders  to the public
through compliance with Rule 144(e).  Rule 144(e) subjects selling  Shareholders
to a  limitation  on the  number of shares  which can be sold in any  ninety day
period.  Selling  Shareholders  will be limited  to selling a maximum  number of
shares in any ninety day period,  which  number does not exceed one percent (1%)
of the  issued  and  outstanding  shares of the  Company  (approximately  50,000
shares).

To the knowledge of the Company, the Selling Shareholders have no arrangement at
this time  with any  brokerage  firm for the sale of the  Shares.  However,  the
Shareholders  may at some future  time  arrange  for block  transactions  with a
Broker-Dealer.  The Selling  Shareholders  may be deemed to be an  "underwriter"
within the  meaning of the 1933 Act.  Any  commissions  received  by a broker or
dealer in connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the 1933 Act.

The Company's  common stock is currently  traded on the Nasdaq  Over-the-Counter
Bulletin Board under the symbol "AXIA."

The  purchase  of these  securities  involves  a high  degree of risk.  See Risk
Factors at page 4.

This  investment  involves  a high  degree of risk.  Please  see "Risk  Factors"
beginning on page 4. Certain statements contained in this Prospectus, including,
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates," "expects," and words of similar import, constitute  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to our future plans, objectives,  expectations and
intentions.  In evaluating  these  statements,  you should  consider the various
factors  identified in "Risk Factors" section contained  herein,  which identify
important  considerations  that could cause actual results to differ  materially
from those contained in the  forward-looking  statements.  Such  forward-looking
statements   speak  only  as  of  the  date  the  statement  is  made,  and  the
forward-looking   information  and  statements  should  not  be  regarded  as  a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFERING  PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                                       -2-
EXPLANATORY NOTE

This  Reoffering  Prospectus  is  being  filed  by Axia  Group,  Inc.,  a Nevada
Corporation  (the  "Company")  in  conjunction  with the  Company's  filing of a
Registration  Statement on Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"),  registering  420,000  shares of the  Company's  common stock,
$0.001  par  value,  which are to be  issued  to  Richard  D.  Surber  and Edwin
Haidenthaller  as a one  time  executive  bonus  for  services  rendered  to the
Company. Under cover of the Form S-8 is a Reoffering Prospectus that the Company
has  prepared in  accordance  with Part I of Form S-3 under the 1933 Act, as per
General  Instruction  C(1)(a)  of Form S-8.  The  Reoffering  Prospectus  may be
utilized  for  reofferings  and resales of up to 420,000  shares of common stock
acquired by the selling Shareholders.

TABLE OF CONTENTS

Risk Factors  .................................................................3
Use of Proceeds ...............................................................8
Selling Security Holders ......................................................9
Plan of Distribution...........................................................9
Description of Securities ....................................................10
Interest of Named Experts and Counsel ........................................10
Incorporation of Certain Information by Reference ............................10
Indemnification of Directors and Officers ....................................11
Signatures ...................................................................18

The  date of this  Prospectus  is June 1,  2001.  You  should  only  rely on the
information  incorporated by reference or provided in this Reoffering Prospectus
or any  supplement.  We have not  authorized  anyone  else to  provide  you with
different information.  The common stock is not being offered in any state where
the offer is not permitted.  You should not assume that the  information in this
Reoffering  Prospectus  or any  supplement is accurate as of any date other than
the date on the front of this Reoffering Prospectus.

RISK FACTORS

The Shares  offered  hereby are  speculative  and involve a high degree of risk.
Accordingly,  in analyzing  this  offering,  one should  carefully  consider the
following factors, among others,  relating to the Company.  Readers are urged to
carefully  review and  consider the various  disclosures  made by the Company in
this  Prospectus  and in the  Company's  other  Reports  filed with the SEC that
attempt to advise  interested  parties of the risks and factors  that may affect
the Company's business.

Nature of the Company's Business. The varied nature of the Company's business is
inherently risky. The Company,  through its subsidiaries,  provides a variety of
financial consulting services to clients. The Company provides an expanded scope
of financial,  business,  and investment  oriented consulting services to select
start-up  companies and existing  public  companies.  Specifically,  the Company
helps client companies by creating a series of infrastructure-based partnerships
that take advantage of the Company's  expertise in: uncovering private placement
funding sources;  strategic business planning;  SEC registration  documentation;
transactional   document   preparation;   restructuring   capital   information;
identifying  merger and acquisition  opportunities and investor  relations.  The
Company  also owns  subsidiaries  with real  estate  operations  that  primarily
involve the  acquisition,  management,  lease and sale of real estate  holdings.
These  holdings  consist  of  a  wide  variety  of  commercial  and  residential
properties.  The Company owns several real estate holdings in Utah and also owns
properties in other parts of the United States.

Limited  Operating  History.  The Company has been in operation for a relatively
short period of time. The Company's  future  prospects are based upon a somewhat
limited operating history.  One should consider that the Company's prospects are
subject to the risks,  expenses  and  uncertainties  frequently  encountered  by
companies in the early stages of development.  As of March 31, 2001, the Company
had an accumulated deficit of $8,938,251. Although the Company has experienced

                                       -3-
fluctuating  revenues during the past two years,  there can be no assurance that
the Company's  revenues  will  increase or stabilize.  While the Company has had
periods  of  profitability  in the  past,  it is not  operating  at a profit  at
present, and it is possible that the Company may continue to incur net losses in
the foreseeable future.

The uncertain nature of the markets addressed by the Company make the prediction
of future results of operations difficult or impossible.  Therefore,  our recent
fluctuations  in  revenue  growth  should not be taken as  indicative  of future
revenues or as indicative of the  likelihood  of revenue  fluctuations,  if any,
that can be expected in the future.  The Company believes that  period-to-period
comparisons  of  the  Company's   results  of  operations  are  not  necessarily
meaningful  and  one  should  not  rely on the  results  for  any  period  as an
indication of future performance.

Future Capital Needs. To date the Company has relied mostly on revenues, private
funding  from the sale of  restricted  shares of common stock of the Company and
short and long term  borrowing to fund  operations.  To date the Company has had
periods where it has  generated  little  revenue and has extremely  limited cash
liquidity and capital resources. During other periods, the Company has generated
sufficient  revenues to fund operations and show a profit.  The Company's future
capital  requirements  will  depend on many  factors,  including  the  Company's
ability to successfully  generate revenues,  its cash flow from operations,  and
competing  market   developments.   The  Company's  business  plan  may  require
additional funding beyond the proceeds previously  generated from operations and
the  sale  of  restricted  common  stock.  Consequently,  although  the  Company
currently has no specific plans or  arrangements  for financing,  it may need to
raise funds through private  placements,  public offerings or other  financings.
Any equity  financings  would result in dilution to then existing  Shareholders.
Additionally,  sources of debt financing may result in higher interest  expense.
Any financing,  if available,  may be on terms  unfavorable  to the Company.  If
adequate  funds are not  obtained,  the  Company  may be  required  to reduce or
curtail operations.  The Company currently anticipates that its existing capital
resources  may not be adequate to satisfy its  current  operating  expenses  and
capital  requirements for the next full fiscal year.  Consequently,  the Company
may have to secure additional financing in order to develop its business plan.

The Company May Need New Funding  Which May Not Be  Available  In Order to Fully
Realize Future Business Plans. The long term  implementation  of future business
plans may depend upon the Company's ability to raise new funding. No commitments
to provide new funding have been made by management or Shareholders. The Company
has not  investigated  the  availability,  source or terms that might govern the
procurement  of new funding.  When new funding is needed,  there is no assurance
that funds will be available from any source or, if available, that funds can be
obtained on terms  acceptable  to the  Company.  Should the Company be unable to
obtain new funding, our operations might be severely limited.

Maintenance of Customer Base. The Company's  clients are not obliged to continue
to purchase  services from the Company on any long-term  basis.  There can be no
assurance  that clients will  continue to buy services from the Company over any
extended  period  of  time.  In the  event  that a  significant  portion  of the
Company's  clients  decided to purchase  services from other service  providers,
there can be no assurance that the Company would be able to replace its customer
base from other sources. Loss of a significant portion of our clients would have
a material adverse affect on our results of operations and financial condition.

Competition-Consulting  Services.  The market for the  provision  of  consulting
services to small companies wishing to merge with or be acquired by a publically
trading  company is extremely  competitive and highly  fragmented.  There are no
substantial  barriers to entry,  and the Company expects that  competition  will
intensify. The Company believes that the primary competitive factors determining
success in this market are a reputation for reliability  and service,  effective
customer support, pricing, creative marketing, geographic coverage. There can be
no  assurance  that the  Company  will be able to compete  successfully  against
current or future competitors or that competitive pressures faced by the Company
will not  materially  adversely  affect its  business,  financial  condition and
results of operations.

Although the Company  believes that it has the human and technical  resources to
pursue  its  business  strategy  and to  compete  effectively  in a  competitive
environment,  its success  will depend on its  continued  ability to  profitably
provide high quality,  high value consulting services at prices and with service
generally  competitive  with or better  than that of  competitors.  The  Company
cannot predict which of many possible future product and service  offerings will
be important o maintain its competitive position or what expenditures will be

                                       -4-
required to develop any additional products and services.

The Company can make no  representations or assurances that its business will be
successful,  that  its  market  share  will  increase,  that  there  will not be
increased  competition  or that its attempts to grow its  business  will ever be
realized due to the intensity of competition.

Fluctuation in value of Consulting Revenues

We  generate  the  bulk  of  our  consulting  revenues  by  accepting  stock  as
compensation  for  consulting  services.  Our primary form of  compensation  for
consulting  services is the equity  securities  of our clients.  These shares of
client  companies are  generally  restricted as to resale and must be held for a
period of time,  usually 1 year,  before they can be sold for cash.  The Company
accepts equity in client  companies with the expectation  that its services will
assist in the stock's appreciation,  thus allowing the Company to be compensated
and to make a return on the  payments  for its  services.  However,  there is no
guarantee that shares  accepted as fees by us will have any cash value when they
are eligible for resale.

The shares  received by us as  compensation  for consulting are generally  penny
stocks,  whose value  fluctuates  widely due to the volatile nature of the penny
stock market.  Because the bulk of our  consulting  fees are paid in the form of
equity,  the  revenues  and cash flows we realize for our  services are somewhat
tied to the  price of our  clients'  securities  and our  ability  to sell  such
securities.  Fluctuations in the trading price of shares held by us could impair
our cash flow because we generate cash flow, in part,  by  liquidating  non-cash
assets (equity securities)  received as fees for consulting  services.  For this
reason our income  could  fluctuate  widely due to the  volatility  of the share
price of our clients'  securities as well as the volatility of the penny market.
These fluctuations  could in turn affect the book value of the Company.  Also, a
decline in the market  price of a client's  stock  would  affect the total asset
value  shown on the  Company's  balance  sheet and could  result in the  Company
incurring  substantial losses on its income statement.  For these reasons, it is
possible that both our book value and revenues may fluctuate widely from quarter
to quarter and from year to year.

Competition-Real Estate Operations.  The commercial real estate market is highly
competitive.  The Company competes with  substantially  larger companies for the
acquisition,  development  and  operation  of  properties  that fit  within  the
parameters  of its  business  plan.  Some of these  companies  are  national  or
regional  operators with far greater  resources  than those of the Company.  The
presence  of  these   competitors  may  be  a  significant   impediment  to  the
continuation and development of the Company's real estate business.  The Company
believes  that  the  primary  competitive  factors  determining  success  in the
commercial  real estate  business are a reputation for  reliability and service,
pricing of rental properties,  and creative marketing of rental space. There can
be no assurance  that the Company will be able to compete  successfully  against
current or future competitors or that competitive pressures faced by the Company
will not  materially  adversely  affect its  business,  financial  condition and
results of operations.

Although the Company  believes that it has the human and technical  resources to
pursue  its real  estate  business  strategy  and to  compete  effectively  in a
competitive  environment,  its success will depend on its  continued  ability to
profitably acquire and operate commercial  properties at prices and with service
generally  competitive  with or better  than that of  competitors.  The  Company
cannot  predict  which of many  possible  future  acquisitions  or sales of real
property  will  be  important  to  maintain  its  competitive  position  or what
expenditures will be required to successfully develop and market its properties.

The  Company  can make no  representations  or  assurances  that its real estate
business will be  successful,  that there will not be increased  competition  or
that its attempts to grow its real estate  business will ever be realized due to
the intensity of competition.

The Company's  Investment in Real Estate Has Limited  Liquidity and No Certainty
of Capital  Appreciation.  The  Company's  real  estate  investment  has limited
liquidity.  Real estate  investments  in general are  relatively  illiquid.  The
Company's  ability to vary its  portfolio in response to changes in economic and
other conditions will be limited.  The Company cannot ascertain  whether it will
be able to dispose of an investment when it finds disposition advantageous

                                       -5-
or necessary or that the sale price of any disposition will recoup or exceed the
amount of its investment. Accordingly, the Company can provide no assurance that
the value of its property will appreciate.

There are  numerous  uncertainties  in  estimating  the value of real estate and
prospective appreciation value. The estimated values set forth in appraisals are
based on various  comparisons to sales prices of other  properties;  predictions
about market  conditions,  demand,  vacancy  rates,  prospective  vacancy rates,
renewal terms and other factors;  assumptions  about the  property's  condition,
conformance  with laws and  regulations,  absence  of  material  defects,  and a
variety of numerous  other  factors;  estimates of lease  revenues and operating
expenses,  and  other  items.  Any  significant  change  in  these  comparisons,
predictions,  assumptions, and estimates, most of which are beyond the Company's
control,  could  materially  and adversely  affect  estimated  market values and
appreciation potential.

The  Company's  Investment  in  Real  Estate  is  Inherently  Risky  and  Income
Dependent.  Real estate  investments are inherently  risky. The yields available
from  equity  investments  in real  estate  depend on the  amount of income  and
capital appreciation generated by the properties held by the entity in which the
investment is made. Should we acquire properties that do not generate sufficient
operating cash flow to meet operating  expenses,  such as debt service,  capital
expenditures  and tenant  improvements,  our ability to develop our business and
become profitable will be adversely affected.

Income from real property investments may be adversely affected by a number of
factors, including:

         o        the general economic climate and local real estate conditions
                  (such as oversupply of or reduced demand for space and changes
                  in market rental rates);

        o         the perceptions of prospective tenants of the safety,
                  convenience and attractiveness of the properties and overall
                  appeal of particular types of properties;

        o         the ability of the owner of the properties to provide adequate
                  management, maintenance and insurance;

        o         the ability to collect on a timely basis all rent from tenants
                  and interest from borrowers;

        o         the expense of periodically renovating, repairing and
                  re-letting spaces;

        o         increasing operating costs (including real estate taxes and
                  utilities) which may not be passed through to tenants;

         o        adverse changes in local conditions and land values, such as
                  excessive building resulting in an oversupply of commercial
                  units in an area where our property is located;

        o         reduction in the cost of operating competing properties or
                  decreases in employment that reduce the demand for properties
                  in the area;

        o         adverse changes in zoning laws, other laws and regulations and
                  real property tax rates;

        o         damage from earthquakes or other natural disasters.

The Company's Real Estate Investment May Potentially Be Subject to Environmental
Liability. Under various Federal, state and local environmental laws, ordinances
and regulations,  an owner of real estate may be liable for the costs of removal
or remediation of certain  hazardous or toxic substances on the property.  These
laws often impose  environmental  liability  without regard to whether the owner
knew of, or was responsible for, the presence of hazardous or toxic  substances.
The presence of hazardous substances, or the failure to properly remediate them,
may  adversely  affect the  owner's  ability to sell or rent the  property or to
borrow  using  the  property  as  collateral.  The  Company  is  unaware  of any
environmental  matters affecting its property that would have a material adverse
effect on its business, assets or results of operations. No assurance can be

                                       -6-
given that existing  environmental  assessments of Company property revealed all
environmental liabilities,  or that a prior owner of the property did not create
any  material  environmental  condition  not  known  to the  Company,  or that a
material  environmental  condition  does  not  exist  with  respect  to  Company
property.

The Company May Face the  Possibility  of Uninsured  Loss.  The Company  carries
comprehensive  liability,  fire,  extended coverage and rental loss insurance in
respect to its real  estate,  with  policy  specifications,  insured  limits and
deductibles  customarily  carried for  similar  properties.  However,  there are
certain  types of losses  (such as losses  arising  from  civil  disturbance  or
pollution)  that are not  generally  insured  because  such  losses  are  either
uninsurable or not economically insurable. Should an uninsured loss or a loss in
excess of insured  limits occur,  the capital  invested in a property as well as
anticipated  future  revenues  could  be  lost.  Meanwhile,  obligations  on any
mortgage indebtedness and the property would continue.  Therefore, any uninsured
loss could  adversely  affect the Company's  financial  condition and results of
operation.

The  Company  Must  Bear  the  Costs  of  Compliance  with  the  Americans  With
Disabilities Act and Similar Legislation.  Under the Americans with Disabilities
Act of 1980 (ADA), places of public accommodations and commercial facilities are
required  to meet  certain  requirements  related to access and use by  disabled
persons.  Compliance  with ADA  requirements  could require both  structural and
non-structural  changes to the property  which the Company  owns.  Noncompliance
could result in fines  imposed by the federal  government or an award of damages
to private  litigants.  Although  management  believes that Company  property is
substantially  in compliance with present  requirements  of the ADA,  additional
costs may be incurred to ensure compliance in the future. A number of additional
federal,  state  and  local  laws  exist  which  impose  additional  burdens  or
restrictions  on owners with respect to access by disabled  persons.  Those laws
may require  modifications  or restrict  renovations  to properties in which the
Company has an investment. The ultimate cost of compliance with the ADA or other
related laws is not  currently  ascertainable.  While any  prospective  costs of
compliance  are not expected to have a material  effect on the result of Company
operations, a potential for substantial costs exists. Should changes be required
and involve greater expense than currently anticipated,  the Company's financial
condition and results of operations could be adversely affected.

The Company  Must Bear the Cost of Any  Increases in Real Estate  Taxes,  Income
Taxes and Other  Services.  Increases  in real estate  taxes,  income  taxes and
services  or other  taxes are not  generally  passed  through to  tenants  under
existing  leases.  Real estate  taxes on our property my increase or decrease as
property tax rates  change  subject to ongoing  assessments  by the relevant tax
authorities. Any increases in real estate taxes, income taxes and other services
could adversely affect the Company's cash flow from operations.

Concentration of Stock Ownership.  As of May 31, 2001, the present directors and
executive officers of the Company  beneficially  owned  approximately 38% of the
Company's  outstanding  common  stock.  As a  result  of  their  ownership,  the
directors and executive officers are able to significantly influence all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions.  This concentration of ownership may also
have the effect of delaying or preventing a change of control of the Company.

The Company is Dependent  Upon Key Personnel  and Has No Employment  Agreements.
The Company  believes that its success  depends to a  significant  extent on the
efforts and  abilities of its senior  management.  Specifically,  the Company is
dependent upon the services of Richard D. Surber, its president, chief executive
officer  and one of its  directors.  The  Company  does not  have an  employment
agreement  with Mr.  Surber and the loss of his  services  would  likely have an
adverse effect on the Company's ability to conduct its current business.

Government  Regulation.  The Company is subject to the same  federal,  state and
local  laws as other  companies  offering  consulting  services  and  which  are
involved in the real  estate  business.  Today,  there are  relatively  few laws
specifically directed toward consulting services. However, there is considerable
regulation  of  the  commercial  real  estate  business.  It  is  possible  that
additional  laws  and  regulations  may be  adopted  with  respect  offering  of
consulting  services  and  respecting  real  estate  operations.  These laws and
regulations  could  cover  areas  of the  Company's  operations  which  are  not
currently subject to governmental regulation.  One or more states may attempt to
impose  additional  laws or  regulations  upon the Company in the future,  which
could possibly harm the Company's business.

                                       -7-
Dependence on Management.  The Company is  substantially  dependent upon two key
individuals within its management, Richard D. Surber, and Edwin G. Haidenthaler.
The loss of the  services  of  either  one of  these  individuals  could  have a
material  adverse impact upon the Company.  The Company  believes it will have a
need in the future for additional  qualified management  personnel.  The Company
believes  its future  success  will  depend in part upon its ability to attract,
retain and motivate  qualified  personnel.  There can be no  assurance  that the
Company  will  be  successful  in  attracting  and  retaining  such   personnel.
Competition for such personnel is intense.

Conflicts  of  Interest.  Our  officers  and  directors  may have  conflicts  of
interest. Officers and directors of the Company may in the future participate in
business  ventures  which could be deemed to compete  directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the  Company's  officers or directors are involved in
the management of any firm with which the Company transacts business.

Investment Risks

Volatility  of Stock  Price.  The market price for shares of the Common stock of
the  Company has varied  significantly  and may be  volatile  depending  on news
announcements  or changes in general  market  conditions.  Factors such as those
discussed in this "Risk  Factors"  section may have a significant  impact on the
market price of our securities.  In particular,  news  announcements,  quarterly
results of  operations,  competitive  developments,  litigation or  governmental
regulatory  action  impacting the Company may adversely  affect the Common stock
price.  In  addition,  because the number of shares of Common  stock held by the
public is relatively  small,  the sale of a substantial  number of shares of the
Common stock in a short period of time could  adversely  affect the market price
of the Common stock.  Owing to the low price of the  securities,  many brokerage
firms may not be willing to effect transactions in the securities. Further, many
lending  institutions  will not permit the use of these securities as collateral
for loans.

No Cash Dividends. The Company has never paid cash dividends on its Common stock
and does not  anticipate  paying cash  dividends on its Common stock in the next
year. The Company plans on paying dividends as it becomes more  profitable,  but
until this occurs,  the Company's Common stock is not a suitable  investment for
persons  requiring  current  income.  The Company has paid dividends in the past
consisting  of  shares  of stock  in  subsidiaries  which  were  distributed  to
Shareholders as dividends.

Limited Market for Stock.  The Company's  stock is presently  trading on the OTC
bulletin board maintained by the NASD under the symbol AXIA. Nevertheless, there
has been limited  volume in trading in the public  market for the common  stock,
and there can be no assurance  that a more active trading market will develop or
be  sustained.  The market  price of the shares of common  stock is likely to be
highly  volatile  and  may  be   significantly   affected  by  factors  such  as
fluctuations  in  our  operating   results,   announcements   of   technological
innovations  or  new  products  and/or  services  by  us  or  our   competitors,
governmental regulatory action,  developments with respect to proprietary rights
and general market conditions.

The  Company's  Share Value Is  Dependent  Upon Its Ability To Generate Net Cash
Flows. A substantial portion of any potential return on our common stock will be
dependent upon the Company's  ability to generate net cash flows.  Should we not
be able to operate  our  business  at a net  profit,  there will be no return on
shareholder's  equity,  and  could  well  result  in a loss in share  value.  No
assurance  can be given that the Company will be able to operate at a net profit
over an extended period of time.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares of
common stock by the Selling Shareholders.

                                       -8-
SELLING SECURITY HOLDERS

The Shares of the Company to which this Reoffering  Prospectus relates are being
registered  for reoffers and resales by the Selling  Shareholders,  who acquired
the Shares for services they provided to the Company.  The Selling  Shareholders
may resell all, a portion or none of such Shares from time to time.

The Shareholders  selling shares under this registration  reserve the sole right
to accept or reject, in whole or in part, any proposed sale of shares.

The table below sets forth with respect to the Selling Shareholders,  based upon
information  available  to the Company as of June 1, 2001,  the number of Shares
owned,  the number of Shares  registered by this  Reoffering  Prospectus and the
number and  percent of  outstanding  Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
Selling Shareholders         Number of            Number of Shares        Number of Shares          Percentage of
                             Shares Owned         Registered by           Owned After Sale(1)       Shares Owned
                             Before Sale(1)       Prospectus                                        after Sale(2)
Richard D. Surber                        225,864                  400,000                  225,864                   4.74%
Edwin G. Haidenthaller                    44,850                   20,000                   24,850            Less than 1%
(1) Shares  listed  consist  only of shares  legally and  beneficially  owned by
Richard D. Surber.  Mr. Surber has been attributed with beneficial  ownership of
620,439  shares as president  of Wichita  Development  Corporation,  and 833,333
shares which he is holding as collateral on a loan guaranty  given by him. Total
beneficial  ownership  equals 1,453,772 shares and combined legal and beneficial
ownership, excluding shares registered by the prospectus is 1,679,636shares.

(2)The  percentage of shares owned both legally and  beneficially  by Mr. Surber
after sale will be 35.28%

The  Corporation's  common  stock  trades on the NASD  OTC:BB  under the  symbol
"AXIA", the closing price per share of the common stock was reported as $0.45 on
May 31, 2001.

PLAN OF DISTRIBUTION

The Selling  Shareholders  may sell the Shares for value from time to time under
this Reoffering  Prospectus on one or more transactions on the  Over-the-Counter
Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in a  negotiated
transaction  or in a  combination  of such  methods  of sale,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices  or at  prices  otherwise  negotiated.  Such  sales  may be made  through
Broker-Dealers,  Agents or directly to one or more purchasers.  Such sales shall
be in  compliance  with all of the  requirements  of Rule  144(e).  Rule  144(e)
subjects selling  Shareholders to a limitation on the number of shares which can
be sold in any  ninety  day  period.  Selling  Shareholders  will be  limited to
selling a maximum  number of shares in any ninety day period,  which number does
not exceed one percent (1%) of the issued and outstanding  shares of the Company
(approximately 50,000 shares).

The Selling  Shareholders may effect such  transactions by selling the Shares to
or through  broker-dealers,  and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the

                                       -9-
Selling  Shareholders  and/or  the  purchasers  of  the  Shares  for  whom  such
broker-dealers  may act as  agent  (which  compensation  may be less  than or in
excess of customary commissions).

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters  within the meaning
of Section 2(11) of the 1933 Act, and any  commissions  received by them and any
profit  on the  resale  of  the  Shares  owned  by  them  may  be  deemed  to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses  incurred  by the  Selling  Shareholders  will be borne by the  Selling
Shareholders.  There is no assurance that the Selling Shareholders will sell all
or any  portion of the Shares  offered.  The  Company  will pay all  expenses in
connection with this offering and will not receive any proceeds from sale of any
shares by the Selling Shareholders.

DESCRIPTION OF SECURITIES

The Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share,  of which  4,760,810  shares are issued and  outstanding as of
June 1, 2001.  The  Company is also  authorized  to issue  20,000,000  shares of
preferred  stock,  par value  $0.001  per  share,  of which  none is issued  and
outstanding  as of the filing  date.  Holders  of both the common and  preferred
stock are  entitled to one vote per share on each matter  submitted to a vote at
any  meeting  of  stockholders.  Neither  the  holders  of  common  stock nor of
preferred stock have cumulative voting rights.  The Company's Board of Directors
has authority, without action by the Company's stockholders, to issue all or any
portion of the  authorized  but  unissued  shares of common  stock,  which would
reduce the percentage ownership in the Company of its stockholders and which may
dilute the book value of the common  stock.  Likewise,  the  Company's  Board of
Directors has authority,  without action by the holders of preferred  stock,  to
issue all or any portion of the  authorized  but  unissued  shares of  preferred
stock so long as such shares are on a parity with or junior to the rights of the
preferred  stock,  which would reduce the percentage  ownership of the preferred
stockholders and which may dilute the book value of the stock.

Holders of either the Company's  common or preferred  stock have no  pre-emptive
rights to acquire additional shares of stock. The common stock is not subject to
redemption and carries no  subscription  or conversion  rights.  In the event of
liquidation  of the  Company,  the shares of common  stock are entitled to share
equally in corporate assets after  satisfaction of all  liabilities.  Additional
rights,  if any, for holders of preferred stock, in the event of liquidation are
yet to be determined by the Board of Directors.

Holders of the common stock are entitled to receive such  dividends as the Board
of Directors  may from time to time declare out of funds  legally  available for
the  payment of  dividends.  The rights of  holders  of the  preferred  stock to
receive  dividends,  if any, are yet to be determined by the Board of Directors.
The  Company  has not paid cash  dividends  on either  its  common  stock or its
preferred  stock,  and it does not anticipate that it will pay cash dividends in
the foreseeable future.

INTEREST OF NAMED EXPERTS AND COUNSEL

No "Expert" or "Counsel" (as defined by Item 509 of Regulation  S-B  promulgated
pursuant  to the  Securities  Act of  1933)  whose  services  were  used  in the
preparation  of this Form S-8 was hired on a contingent  basis or will receive a
direct or indirect interest in the Company.

The Audited  financial  statements for the years ended December 31, 2000 of Axia
Group, Inc., have been incorporated by reference in this Registration  Statement
from the Form 10-KSB filed April 16, 2001 in reliance on the report of

                                      -10-
Mantyla & McReynolds, independent accountants, given on the authority of that
firm as experts in accounting and auditing.

The  validity of the common  stock  offered  hereby has been passed upon for the
Company by Leonard W. Burningham, Attorney at Law.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents that the Company filed with the Commission are hereby
incorporated by reference into this Prospectus:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2000.

         2.       All reports filed by the Company with the Commission pursuant
                  to Section 13(a) or 15(d) of the Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  ended December 31, 2000.

All documents that the Company  subsequently files with the Commission  pursuant
to  Sections  13(a),  13(c),  14 or  15(d)  of the  Exchange  Act,  prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

The Company will provide,  without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all  information  incorporated  by  reference  into this  Prospectus.
Requests for such  information may be directed to the Company's CEO, Mr. Richard
D. Surber, at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101.

The  Company is  subject  to the  informational  requirement  of the  Securities
Exchange  Act of  1934  as  amended,  (the  "Exchange  Act")  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission.  The Company  has filed all reports  required of it for at least the
twelve months preceding this filing. Such reports,  proxy statements,  and other
information  filed by the  Company  can be  inspected  and  copied at the public
reference  facilities  maintained by the Securities and Exchange Commission (the
"Commission")  in Washington D.C. at 450 Fifth Street,  N.W.,  20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228, Chicago, Illinois, 60604; and at 410
Seventeenth Street,  Suite 700, Denver Colorado 80202. Copies of these materials
can be obtained from the Public Reference  Section of the Commission,  450 Fifth
Street,  N.W.  Washington,  D.C.  20549,  at prescribed  rates.  The  Commission
maintains a Web site that contains reports, proxy and information statements and
other  information   regarding  issuers  that  file   electronically   with  the
Commission.  Information  about the Company is also available on the Internet at
the Commission's Web site http://www.sec.gov in the EDGAR Database.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 78.7502 and 78.751 of the Nevada Business  Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors,  employees
and agents under certain circumstances as follows:

                                      -11-
NRS 78.7502  DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

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 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 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, and 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 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.

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.

NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under 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 ndertaking by or on behalf of the

                                      -12-
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 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.  (b)  Continues for a person
who has ceased to be a  director,  officer,  employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation.

The Company's  Amended and Restated  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.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to 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 issues.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Axia Group, Inc, a Nevada corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 2000.

         2.       All reports filed by the Company with the Commission pursuant
                  to Section 13(a) or 15(d) of the Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  ended December 31, 2000.

                                      -13-
Prior to the filing,  if any, of a post-effective  amendment that indicates that
all  securities  covered by this  Registration  Statement have been sold or that
de-registers  all such securities then remaining  unsold,  all reports and other
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

Item 4.  Description of Securities

The Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share,  of which  4,760,810  shares are issued and  outstanding as of
June 1, 2001.  The  Company is also  authorized  to issue  20,000,000  shares of
preferred  stock,  par value  $0.001  per  share,  of which  none is issued  and
outstanding  as of the filing  date.  Holders  of both the common and  preferred
stock are  entitled to one vote per share on each matter  submitted to a vote at
any  meeting  of  stockholders.  Neither  the  holders  of  common  stock nor of
preferred stock have cumulative voting rights.  The Company's Board of Directors
has authority, without action by the Company's stockholders, to issue all or any
portion of the  authorized  but  unissued  shares of common  stock,  which would
reduce the percentage ownership in the Company of its stockholders and which may
dilute the book value of the common  stock.  Likewise,  the  Company's  Board of
Directors has authority,  without action by the holders of preferred  stock,  to
issue all or any portion of the  authorized  but  unissued  shares of  preferred
stock so long as such shares are on a parity with or junior to the rights of the
preferred  stock,  which would reduce the percentage  ownership of the preferred
stockholders and which may dilute the book value of the stock.

Holders of either the Company's  common or preferred  stock have no  pre-emptive
rights to acquire additional shares of stock. The common stock is not subject to
redemption and carries no  subscription  or conversion  rights.  In the event of
liquidation  of the  Company,  the shares of common  stock are entitled to share
equally in corporate assets after  satisfaction of all  liabilities.  Additional
rights,  if any, for holders of preferred stock, in the event of liquidation are
yet to be determined by the Board of Directors.

Holders of the common stock are entitled to receive such  dividends as the Board
of Directors  may from time to time declare out of funds  legally  available for
the  payment of  dividends.  The rights of  holders  of the  preferred  stock to
receive  dividends,  if any, are yet to be determined by the Board of Directors.
The Company has not paid  dividends on either its common stock or its  preferred
stock,  and it does not anticipate that it will pay dividends in the foreseeable
future.

Dividend, Voting and Preemption Rights

The Company has two classes of authorized shares:  $0.001 par value common stock
and $0.001 par value  preferred  stock.  Holders of common stock are entitled to
receive  ratably such dividends as may be declared by the Board of Directors out
of funds legally available. The rights of holders of preferred stock, if any, to
receive a dividend,  are yet to be  determined  by the Board of  Directors.  The
Company has not paid cash  dividends on either its common stock or its preferred
stock,  and it does  not  anticipate  that it will  pay  cash  dividends  in the
foreseeable future.

Holders of the  Company's  common  stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the security  holders.  The
rights of holders of preferred  stock, if any, to vote on all matters  submitted
to a vote of the  security  holders  is yet to be  determined  by the  Board  of
Directors.  The holders of common  stock are not entitled to  cumulative  voting
rights.

Item 5. Interests of Named Experts and Counsel

No "Expert" or "Counsel" (as defined by Item 509 of Regulation  S-B  promulgated
pursuant  to the  Securities  Act of  1933)  whose  services  were  used  in the
preparation  of this Form S-8 was hired on a contingent  basis or will receive a
direct or indirect interest in the Company.

                                      -14-
Item 6.  Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business  Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors,  employees
and agents under certain circumstances as follows:

NRS 78.7502  DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

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 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 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, and 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 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.

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.

NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under 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.

                                      -15-
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 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.  (b)  Continues for a person
who has ceased to be a  director,  officer,  employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation.

The Company's  Amended and Restated  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.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and  controlling  persons of the Company,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the successful  defense of any action,  suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled  by  controlling  precedent,  submit  to 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 issues.

Item 7.   Exemption from Registration Claimed

The  securities  being  resold  pursuant  to  this  registration  statement  and
reoffering prospectus,  are securities being acquired by officers of the Company
as a bonus for services  provided to the Company.  The  securities  are herewith
being registered under a Form S-8 Securities Act registration  statement because
they are held by  affiliates  of the  registrant  as  defined in Rule 405 of the
Securities Act of 1933 ( the "Act"). The securities will be acquired pursuant to
an employee  benefit  plan as that term is defined in Rule 405.  The  Securities
will be resold pursuant to this registration as allowed by Rule 415 of the Act.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 19.

                                      -16-
Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales 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 in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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.

         (3) 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.

(b)  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 this
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.

(c) 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.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                      -17-
SIGNATURES

     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 Salt Lake City, Utah on June 1, 2001.

                                Axia Group, Inc.

                                                    /s/ Richard D. Surber
                                                 By:________________________
                                                 Richard D. Surber, as President
                                                 and Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                              Title                    Date

/s/ John Fry, Jr.                      Director                 June _6_, 2001
-------------------------------------
John Fry, Jr.

/s/ Adrienne Bernstein                 Director                 June _6_, 2001
-------------------------------------
Adrienne Bernstein

/S/ Gerald Einhorn                     Director                 June _6_, 2001
-------------------------------------
Gerald Einhorn

/s/ Edwin G. Haidenthaller             CFO                      June _6_, 2001
-------------------------------------
Edwin G. Haidenthaller

                                      -18-
INDEX TO EXHIBITS

Exhibits   SEC Ref. No.                  Description of Exhibit           Page
--------   ------------                  ----------------------           ----
A               5         Consent of Counsel with respect to the
                          legality of the issuance of securities
                          being issued                                     20

B             23(a)       Consent of Accountant                            23
C             23(b)       Consent of Counsel                               24
D               4         Executive Stock Bonus Plan                       25

                                      -19-
EXHIBIT A

                              LEONARD W. BURNINGHAM
                                     LAWYER
                           Hermes Building * Suite 205
                              455 East Fifth South
                         Salt Lake City, Utah 84111-3323
                            Telephone (801) 363-7411
                               Fax (801) 355-7126
                            e-mail lwb@burninglaw.com

June 1, 2001

Axia Group, Inc.
268 West 400 South Street
Suite 300
Salt Lake City, Utah 84111

Re:               Opinion concerning the legality of the securities that are to
                  be issued and then included in a Registration Statement on
                  Form S-8 to be filed by Axia Group, Inc., a Nevada corporation
                  with the Securities and Exchange Commission

Board of Directors:

     As  special  counsel  for  Axia  Group,  Inc.,  a Nevada  corporation  (the
"Company"),  and in  connection  with the  issuance  of  420,000  shares  of the
Company's  $0.001 par value common stock  (collectively,  the  "Securities")  to
certain  directors and executive  officers of the Company (the  "Employees"),  I
have been  asked to render an opinion as to the  legality  of these  Securities,
which are to be included in a Registration  Statement to be filed by the Company
on Form S-8 of the Securities and Exchange Commission (the "Commission"), and as
to which this opinion is to be filed as an exhibit.

     As you are aware, no services for the issuance of the Securities can in any
way be related to a "capital raising" transaction.

     In connection  with rendering my opinion,  which is set forth below, I have
reviewed and examined originals or copies of the following  documents which have
been provided to me by your in-house legal counsel, to-wit:

                  1.       Articles of Incorporation and all amendments thereto;

                                      -20-
2.       Bylaws;

                  3.       10-KSB Annual Report for the fiscal year ended
                           December 31, 2000;

                  4.       10-QSB Quarterly Report for the quarter ended March
                           31, 2001; and

                  5.       Written Consent of the Board of Directors containing
                           resolutions authorizing the issuance of the
                           Securities.

     I have also examined various other documents,  books, records,  instruments
and certificates of public officials,  directors,  executive officers and agents
of the Company,  and have made such  investigations as I have deemed reasonable,
necessary or prudent under the circumstances. Also, in rendering this opinion, I
have reviewed various statutes and judicial precedence as I have deemed relevant
or necessary.

     Further,  I have  discussed the items relied upon in rendering this opinion
and the  documents  I have  examined  with  your  in-house  counsel,  and in all
instances, I have assumed the genuineness of all signatures,  the legal capacity
of  natural  persons,  the  authenticity  of all  documents  submitted  to me as
originals, the conformity with the original documents of all documents submitted
to me as certified or photostatic  copies and the  authenticity of the originals
of such copies. I have further assumed that the Employees who are the recipients
of these  Securities will have paid the  consideration  required under the terms
the  resolutions  adopted by the Board of Directors prior to the issuance of the
Securities; that none of the services performed by the Employees were related to
"capital  raising"  transactions;  that each  director of the Company  signs the
Written  Consent of the Board of  Directors  referred to in paragraph 5 prior to
the issuance of the Securities;  and that there are no applicable "control share
acquisition" issues respecting the Securities that were required to be addressed
or satisfied  prior to the issuance of the  Securities  under the Nevada Revised
Statutes.

     Based upon the  foregoing and in reliance  thereon,  it is my opinion that,
subject  to the  limitations  set  forth  in the  resolutions  of the  Board  of
Directors  authorizing  the issuance of the  Securities,  the  Securities  to be
issued will, upon their issuance and delivery to the Employees,  be deemed to be
duly and validly  authorized,  legally issued and fully paid and  non-assessable
under the Nevada Revised Statutes.

     This  opinion is  expressly  limited in scope to the  Securities  described
herein  and  which  are  to  be  expressly  included  in  the  above  referenced
Registration  Statement  and does not  cover  any  subsequent  issuances  of any
securities to be made in the future.

     Further,  this  opinion is limited  to the  corporate  laws of the State of
Nevada.  No opinion is rendered (i) with respect the Company's  compliance  with
the  securities  laws,  rules and  regulations  of the  United  States or Nevada
regarding prior  registration  and/or an available  federal or state  exemptions
from applicable registration requirements that may be applicable to the issuance
of the Securities;  or (ii) the form or content of the Registration Statement or
the

                                      -21-
Reoffering Prospectus; or (iii) compliance with the resale requirements of
applicable securities laws, rules and regulations or the Registration Statement
by the Employees.

     I express no opinion with respect to the laws of any other jurisdiction.

     I consent to the filing of this opinion with the  Commission  as an exhibit
to the above referenced Registration Statement;  however, this opinion is not to
be used,  circulated,  quoted or  otherwise  referred  to for any other  purpose
without my prior written consent.

     This opinion is based upon my knowledge of the law and facts as of the date
hereof,  and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.

                            Yours very sincerely,

                            /s/ Leonard W. Burningham
                            -------------------------
                              Leonard W. Burningham

                                      -22-
EXHIBIT B

                               MANTYLA McREYNOLDS
                           a Professional Corporation

June 5, 2001

United States Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.c. 20549

Re:      Consent to be named in the S-8 Registration Statement of Axia Group,
         Inc., a Nevada corporation (the "Registrant"), to be filed on or about
         June 5, 2001, covering the registration and reoffering of 420,000
         shares of common stock of two individual shareholders.

Ladies and Gentlemen;

     We hereby  consent to the use of our report for the year ended December 31,
2000, dated April 10, 2001 in the above-referenced  Registration  Statement.  We
also consent to the use of our name as experts in such Registration Statement.

Sincerely

/s/ Mantyla McReynolds
----------------------
Mantyla McReynolds

                                      -23-
EXHIBIT C

                              LEONARD W. BURNINGHAM
                                     LAWYER
                           Hermes Building * Suite 205
                              455 East Fifth South
                         Salt Lake City, Utah 84111-3323
                            Telephone (801) 363-7411
                               Fax (801) 355-7126
                            e-mail lwb@burninglaw.com

June 1, 2001

U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Re:               Consent to be named in the S-8 Registration Statement of Axia
                  Group, Inc., a Nevada corporation (the "Registrant"), SEC File
                  No. I-9418, to be filed on or about June 1, 2001, covering the
                  registration and issuance of 420,000 shares of common stock to
                  certain directors and executive officers

Ladies and Gentlemen:

     I  hereby  consent  to  be  named  in  the  above  referenced  Registration
Statement, and to have my opinion appended as an exhibit thereto.

                                                     Yours very sincerely,

                                                     /s/ Leonard W. Burningham
                                                     -------------------------
                                                     Leonard W. Burningham

                                      -24-
EXHIBIT D

                           EXECUTIVE STOCK BONUS PLAN

     Axia Group, Inc., a Nevada corporation (the "Company"),  hereby adopts This
Executive  Stock Bonus Plan of Axia Group,  Inc.  (the  "Plan")  this 4th day of
June,  2001.  Under the Plan,  the Company plans to issue 420,000  shares of the
Company's  common stock, par value $0.001 (the "Stock") to Richard D. Surber and
Edwin  Haidenthaller,  employees of the Company or its subsidiaries,  all on the
terms  and   conditions  set  forth  herein   ("Benefits"),   for  services  and
contributions to the success of the Company or its subsidiaries.

1.  Purpose  of the Bonus  Plan.  The Plan is  intended  to aid the  Company  in
maintaining and developing a management team,  attracting qualified officers and
employees  capable of assuring the future success of the Company,  and rewarding
those individuals who have contributed to the success of the Company. It is also
designed  to permit  the  Company to reward  these  individuals  who  management
perceives to have contributed to the success of the Company or who are important
to the continued  business and operations of the Company.  The Company  believes
the above goals will be  achieved  through  the  granting of Bonuses  under this
Plan.

2. Shares of Stock Subject to this Plan. A total of four hundred twenty thousand
(420,000) shares of Stock will be issued pursuant to this Plan. The shares shall
be  issued  as  bonuses  to  Richard  D.  Surber  (400,000   shares)  and  Edwin
Haidenthaller  (20,000  shares) in addition to their normal  salaries as a bonus
for services which have contributed to the continued success of the Company.

3. Administration of this Plan.  Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  Subject to compliance  with
applicable   provisions   of  the   governing   law,   the  Board  may  delegate
administration  of this Plan or specific  administrative  duties with respect to
this Plan on such terms and to such  committees  of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators").  The interpretation and construction of the terms of this Plan
by  the  Plan  Administrators   thereof  shall  be  final  and  binding  on  all
participants in this Plan absent a showing of  demonstrable  error. No member of
the Plan  Administrators  shall be liable for any action taken or  determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan  Administrators  attending a duly and  properly  held meeting
shall  be  valid.  Any  Benefit  approved  by the Plan  Administrators  shall be
approved as specified by the Board at the time of delegation.

4. Dilution or Other Adjustment. The shares of Common Stock subject to this Plan
are subject to proportionate  adjustment in the event of a stock dividend on the
Common  Stock or a change  in the  number of issued  and  outstanding  shares of
Common   Stock  as  a  result  of  a  stock  split,   consolidation,   or  other
recapitalization.

5.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned  or
terminated at any time by the Plan Administrators.  This Plan shall terminate on
the date on which the four hundred twenty thousandth share is issued hereunder.

                                      -25-
ATTEST:

    /s/ Gerald Einhorn
------------------------------
Gerald Einhorn, Vice-President

                                      -26-