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)


                                2002 Benefit Plan
                                -----------------
                             (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
<TABLE>
<CAPTION>
<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       Share(1)                   Price                       Fee
=================================== ================ =========================  =========================== ==================
Common Stock, issuable upon         1,000,000        $0.25                      $250,000                    $23.00
exercise of Options
=================================== ================ =========================  =========================== ==================
</TABLE>

(1)      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 February 4, 2002, a date within five business days prior to
         the date of filing of this registration statement.




                                        1

<PAGE>



                 2002 Employee Benefit Plan of Axia Group, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading
------------------------------------------------      ------------------
1.       Plan Information                             Section 10(a) Prospectus

2.       Registrant Information and                   Section 10(a) Prospectus
         Employee Plan Annual Information


                                     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.

     3. The description and specimen certificate of the common stock,
incorporated from Exhibit 4(a) to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994, including any amendment or report filed for
the purpose of updating such description.

     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 common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-KSB for the year ended December 31, 1994, and is incorporated
herein by reference. (See "Item 3. Incorporation of Documents by Reference.")



                                        2

<PAGE>



Item 5. Interests of Named Experts and Counsel

     No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being registered hereby was hired on a contingent
basis or has or is to receive, in connection with this registration, a
substantial interest, direct or indirect, in the Company.

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:

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

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

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

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


                                        3

<PAGE>



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

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

Indemnification may not bemade 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 pursuant to NRS 78.7502, unless ordered by
a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

(a) By the stockholders;

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

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

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

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


                                        4

<PAGE>



advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

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

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

(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 Exchange 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

     No restricted securities are being reoffered or resold pursuant to this
registration statement.


                                                         5

<PAGE>



Item 8. Exhibits.

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

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.


                                        6

<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, State of Utah, on February 5, 2002.

                                 Axia Group Inc.

                                 By  /s/ Richard D. Surber
                                    ----------------------------------
                                    Richard D. Surber as President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Surber with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

     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/ Richard D. Surber          President, CEO and Director    February 5, 2002
------------------------------
Richard D. Surber

  /s/ John Fry                   Director                       February 5, 2002
------------------------------
John Fry

  /s/ Adrienne Bernstein         Director                       February 5, 2002
------------------------------
Adrienne Bernstein

                                 Director                       February 5, 2002
------------------------------
Gerald Einhorn


                                        7

<PAGE>





                                INDEX TO EXHIBITS



Exhibits  SEC Ref. No.              Description of Exhibit                 Page
--------  ------------  ----------------------------------------------     ----
   A           4        2002 Benefit Plan of the Company                     9
   B        5, 23(b)    Opinion and consent of Counsel with respect to      14
                        the legality of the issuance of securities
                        being issued

   C         23(a)      Consent of Accountant                               18






                                        8

<PAGE>









                              THE 2002 BENEFIT PLAN

                                       OF

                                AXIA GROUP, INC.


                                        9

<PAGE>



                    THE 2000 BENEFIT PLAN OF AXIA GROUP, INC

     Axia Group, Inc, a Nevada corporation (the "Company"), hereby adopts The
2002 Benefit Plan of Axia Group, Inc. (the "Plan") this 4th day of February,
2002. Under the Plan, the Company may issue stock, or grant options to acquire
the Company's common stock, par value $0.001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein ("Benefits"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued,or option
granted under the benefit plan to consultants, advisors, or other persons who
directly or indirectly promote or maintain a market for the Company's
securities.

1. Purpose of the 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. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but 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 above
goals will be achieved through the granting of Benefits.

2. 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.

3. Shares of Stock Subject to this Plan. A total of one million (1,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.


                                       10

<PAGE>



4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

     a. Each Option issued as a benefit hereunder ("Option") shall have its term
     established by the Plan Administrators at the time the Option is granted.

     b. The term of the Option, once it is granted, may be reduced only as
     provided for in this Plan and under the express written provisions of the
     Option.

     c. Unless otherwise specifically provided by the written provisions of the
     Option or required by applicable disclosure or other legal requirements
     promulgated by the Securities and Exchange Commission ("SEC"), no
     participant of this Plan or his or her legal representative, legatee, or
     distributee will be, or shall be deemed to be, a holder of any shares
     subject to an Option unless and until such participant exercises his or her
     right to acquire all or a portion of the Stock subject to the Option and
     delivers the required consideration to the Company in accordance with the
     terms of this Plan and then only as to the number of shares of Stock
     acquired. Except as specifically provided in this Plan or as otherwise
     specifically provided by the written provisions of the Option, no
     adjustment to the exercise price or the number of shares of Stock subject
     to the Option shall be made for dividends or other rights for which the
     record date is prior to the date on which the Stock subject to the Option
     is acquired by the holder.

     d. Options shall vest and become exercisable at such time or times and on
     such terms as the Plan Administrators may determine at the time of the
     grant of the Option.

     e. Options may contain such other provisions, including further lawful
     restrictions on the vesting and exercise of the Options as the Plan
     Administrators may deem advisable.



                                       11

<PAGE>



     f. In no event may an Option be exercised after the expiration of its term.

     g. Options shall be non-transferable, except by the laws of descent and
     distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options 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. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on


                                       12

<PAGE>



the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

     ATTEST:

 /s/ Richard D. Surber
-----------------------------------------------
Richard D. Surber, President and CEO


                                       13

<PAGE>



                                 EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101


                                February 7, 2002

Board of Directors
Axia Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re: Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement

To the Board of Directors of Axia Group, Inc.

I have acted as special counsel for TRSG Corporation, a Nevada corporation (the
"Company"), in the limited capacity of rendering an opinion regarding the
legality and authorization of the shares proposed to be registered under a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The 2002 Benefit Plan of Axia Group, Inc." (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of One Million
(1,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares").

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation and amendments thereto and
     Bylaws as submitted to me by the Company pursuant to my request for same;

     2. The Registration Statement herein referenced;


                                       14

<PAGE>



     3. The Board of Directors Resolution, dated February 4 2002, authorizing
     and approving the Company's 2002 Benefit Plan and the preparation of the
     Registration Statement;

     4. The Company's Section 10(a) Prospectus for the Registration Statement;

     5. The Company's Form 10-KSB for the fiscal year ended December 31, 2000
     and the Company's Form 10-QSB for the quarterly period ended September 30,
     2001;

     6. Such other documents as I have deemed necessary for the purposes of this
     Opinion.

You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

The documentation and representations provided to me for this opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the One Million (1,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the amount of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
provisions of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

     A. I am admitted to practice law in the State of Utah. I am not admitted to
practice law in the State of Nevada or in any other jurisdiction where the
Company may own property or transact business. This opinion is with respect to
federal law only and I have not consulted legal counsel from any other
jurisdiction for the purpose of the opinion contained herein. I expressly except
from this opinion any opinion as to whether or to what extent a Nevada court or
any other court would apply Nevada law, or the law of any other state or
jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of this opinion.

     B. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by the Company and its representatives. I have
assumed the accuracy of all statements of fact contained therein. I have assumed
that all information and representations made or provided to me by the Company
or its authorized representatives is correct and that there are shares available


                                       15

<PAGE>



to be issued pursuant to the Plan. I have further assumed the genuineness of
signatures (both manual and conformed), the authenticity of documents submitted
as originals, the conformity to originals of all copies or faxed copies and the
correctness of all such documents.

     C. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be validly
issued, fully paid and nonassessable, I assumed that: (1) the Company's board of
directors has exercised or will exercise good faith in establishing the value
paid for the Shares; (2) all issuances and cancellation of the Capital Stock of
the Company will be fully and accurately reflected in the Company's stock
records as provided by the Company's transfer agent; and (3) the consideration,
as determined by the Company's board of directors, to be received in exchange
for each issuance of common stock of the Company will have been paid in full and
actually received by the Company when the Shares are actually issued.

     D. I expressly except from the opinion set forth herein any opinion
concerning the need for compliance by any party, and in particular by the
Company, with the provisions of the securities laws, regulations, and/or rules
of the United States of America, the State of Nevada or any other jurisdiction
with regard to any other issue not expressly addressed herein, which exclusion
shall apply, but not be limited to, the subsequent tradeability of the Shares on
either state or Federal level.

     E. I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.

     F. The opinion contained in this letter is rendered as of the date hereof,
and I undertake no and disclaim any, obligation to advise you of any changes in
or any new developments which might affect any matters or opinions set forth
herein.

     G. I have made no independent verification of the facts asserted to be true
and accurate by authorized representatives of the Company and have assumed that
no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

     H. Certain of the remedial provisions of the 2002 Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.



                                       16

<PAGE>



Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or Prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

Very Truly Yours

/s/ Edward T. Wells
-----------------------------
Edward T. Wells
Member of the Utah Bar




                                       17

<PAGE>



                       [LETTERHEAD OF MANTYLA MCREYNOLDS]


February 5,  2002

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 February 5, 2002,
covering the registration of 1,000,000 shares of common stock.


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







                                       18
[{"type": "S-8", "sequence": "1", "filename": "s8feb02.txt", "secsgml_size_bytes": 42117}]
{"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": "333-82314", "film-number": "02529552"}, "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)

                                2002 Benefit Plan
                                -----------------
                             (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       Share(1)                   Price                       Fee
=================================== ================ =========================  =========================== ==================
Common Stock, issuable upon         1,000,000        $0.25                      $250,000                    $23.00
exercise of Options
=================================== ================ =========================  =========================== ==================
(1)      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 February 4, 2002, a date within five business days prior to
         the date of filing of this registration statement.

                                        1
2002 Employee Benefit Plan of Axia Group, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings      Prospectus Heading
------------------------------------------------      ------------------
1.       Plan Information                             Section 10(a) Prospectus

2.       Registrant Information and                   Section 10(a) Prospectus
         Employee Plan Annual Information

                                     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.

     3. The description and specimen certificate of the common stock,
incorporated from Exhibit 4(a) to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994, including any amendment or report filed for
the purpose of updating such description.

     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 common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-KSB for the year ended December 31, 1994, and is incorporated
herein by reference. (See "Item 3. Incorporation of Documents by Reference.")

                                        2
Item 5. Interests of Named Experts and Counsel

     No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being registered hereby was hired on a contingent
basis or has or is to receive, in connection with this registration, a
substantial interest, direct or indirect, in the Company.

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:

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

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

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

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

                                        3
(a) Is not liable pursuant to NRS 78.138; or

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

Indemnification may not bemade 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 pursuant to NRS 78.7502, unless ordered by
a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

(a) By the stockholders;

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

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

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

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

                                        4
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

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

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

(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 Exchange 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

     No restricted securities are being reoffered or resold pursuant to this
registration statement.

                                                         5
Item 8. Exhibits.

     The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

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.

                                        6
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, State of Utah, on February 5, 2002.

                                 Axia Group Inc.

                                 By  /s/ Richard D. Surber
                                    ----------------------------------
                                    Richard D. Surber as President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Surber with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

     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/ Richard D. Surber          President, CEO and Director    February 5, 2002
------------------------------
Richard D. Surber

  /s/ John Fry                   Director                       February 5, 2002
------------------------------
John Fry

  /s/ Adrienne Bernstein         Director                       February 5, 2002
------------------------------
Adrienne Bernstein

                                 Director                       February 5, 2002
------------------------------
Gerald Einhorn

                                        7
INDEX TO EXHIBITS

Exhibits  SEC Ref. No.              Description of Exhibit                 Page
--------  ------------  ----------------------------------------------     ----
   A           4        2002 Benefit Plan of the Company                     9
   B        5, 23(b)    Opinion and consent of Counsel with respect to      14
                        the legality of the issuance of securities
                        being issued

   C         23(a)      Consent of Accountant                               18

                                        8
THE 2002 BENEFIT PLAN

                                       OF

                                AXIA GROUP, INC.

                                        9
THE 2000 BENEFIT PLAN OF AXIA GROUP, INC

     Axia Group, Inc, a Nevada corporation (the "Company"), hereby adopts The
2002 Benefit Plan of Axia Group, Inc. (the "Plan") this 4th day of February,
2002. Under the Plan, the Company may issue stock, or grant options to acquire
the Company's common stock, par value $0.001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein ("Benefits"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued,or option
granted under the benefit plan to consultants, advisors, or other persons who
directly or indirectly promote or maintain a market for the Company's
securities.

1. Purpose of the 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. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but 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 above
goals will be achieved through the granting of Benefits.

2. 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.

3. Shares of Stock Subject to this Plan. A total of one million (1,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

                                       10
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

     a. Each Option issued as a benefit hereunder ("Option") shall have its term
     established by the Plan Administrators at the time the Option is granted.

     b. The term of the Option, once it is granted, may be reduced only as
     provided for in this Plan and under the express written provisions of the
     Option.

     c. Unless otherwise specifically provided by the written provisions of the
     Option or required by applicable disclosure or other legal requirements
     promulgated by the Securities and Exchange Commission ("SEC"), no
     participant of this Plan or his or her legal representative, legatee, or
     distributee will be, or shall be deemed to be, a holder of any shares
     subject to an Option unless and until such participant exercises his or her
     right to acquire all or a portion of the Stock subject to the Option and
     delivers the required consideration to the Company in accordance with the
     terms of this Plan and then only as to the number of shares of Stock
     acquired. Except as specifically provided in this Plan or as otherwise
     specifically provided by the written provisions of the Option, no
     adjustment to the exercise price or the number of shares of Stock subject
     to the Option shall be made for dividends or other rights for which the
     record date is prior to the date on which the Stock subject to the Option
     is acquired by the holder.

     d. Options shall vest and become exercisable at such time or times and on
     such terms as the Plan Administrators may determine at the time of the
     grant of the Option.

     e. Options may contain such other provisions, including further lawful
     restrictions on the vesting and exercise of the Options as the Plan
     Administrators may deem advisable.

                                       11
f. In no event may an Option be exercised after the expiration of its term.

     g. Options shall be non-transferable, except by the laws of descent and
     distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options 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. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on

                                       12
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1 millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

     ATTEST:

 /s/ Richard D. Surber
-----------------------------------------------
Richard D. Surber, President and CEO

                                       13
EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101

                                February 7, 2002

Board of Directors
Axia Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re: Legality and Authorization of Shares Issued Under Form S-8 Registration
Statement

To the Board of Directors of Axia Group, Inc.

I have acted as special counsel for TRSG Corporation, a Nevada corporation (the
"Company"), in the limited capacity of rendering an opinion regarding the
legality and authorization of the shares proposed to be registered under a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is registering a
Benefit Plan entitled "The 2002 Benefit Plan of Axia Group, Inc." (the "Benefit
Plan") pursuant to which the Company has authorized the issuance of One Million
(1,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares").

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation and amendments thereto and
     Bylaws as submitted to me by the Company pursuant to my request for same;

     2. The Registration Statement herein referenced;

                                       14
3. The Board of Directors Resolution, dated February 4 2002, authorizing
     and approving the Company's 2002 Benefit Plan and the preparation of the
     Registration Statement;

     4. The Company's Section 10(a) Prospectus for the Registration Statement;

     5. The Company's Form 10-KSB for the fiscal year ended December 31, 2000
     and the Company's Form 10-QSB for the quarterly period ended September 30,
     2001;

     6. Such other documents as I have deemed necessary for the purposes of this
     Opinion.

You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

The documentation and representations provided to me for this opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the One Million (1,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the amount of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
provisions of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

     A. I am admitted to practice law in the State of Utah. I am not admitted to
practice law in the State of Nevada or in any other jurisdiction where the
Company may own property or transact business. This opinion is with respect to
federal law only and I have not consulted legal counsel from any other
jurisdiction for the purpose of the opinion contained herein. I expressly except
from this opinion any opinion as to whether or to what extent a Nevada court or
any other court would apply Nevada law, or the law of any other state or
jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of this opinion.

     B. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by the Company and its representatives. I have
assumed the accuracy of all statements of fact contained therein. I have assumed
that all information and representations made or provided to me by the Company
or its authorized representatives is correct and that there are shares available

                                       15
to be issued pursuant to the Plan. I have further assumed the genuineness of
signatures (both manual and conformed), the authenticity of documents submitted
as originals, the conformity to originals of all copies or faxed copies and the
correctness of all such documents.

     C. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be validly
issued, fully paid and nonassessable, I assumed that: (1) the Company's board of
directors has exercised or will exercise good faith in establishing the value
paid for the Shares; (2) all issuances and cancellation of the Capital Stock of
the Company will be fully and accurately reflected in the Company's stock
records as provided by the Company's transfer agent; and (3) the consideration,
as determined by the Company's board of directors, to be received in exchange
for each issuance of common stock of the Company will have been paid in full and
actually received by the Company when the Shares are actually issued.

     D. I expressly except from the opinion set forth herein any opinion
concerning the need for compliance by any party, and in particular by the
Company, with the provisions of the securities laws, regulations, and/or rules
of the United States of America, the State of Nevada or any other jurisdiction
with regard to any other issue not expressly addressed herein, which exclusion
shall apply, but not be limited to, the subsequent tradeability of the Shares on
either state or Federal level.

     E. I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.

     F. The opinion contained in this letter is rendered as of the date hereof,
and I undertake no and disclaim any, obligation to advise you of any changes in
or any new developments which might affect any matters or opinions set forth
herein.

     G. I have made no independent verification of the facts asserted to be true
and accurate by authorized representatives of the Company and have assumed that
no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

     H. Certain of the remedial provisions of the 2002 Benefit Plan may be
further limited or rendered unenforceable by other applicable laws and
interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

                                       16
Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or Prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

Very Truly Yours

/s/ Edward T. Wells
-----------------------------
Edward T. Wells
Member of the Utah Bar

                                       17
[LETTERHEAD OF MANTYLA MCREYNOLDS]

February 5,  2002

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 February 5, 2002,
covering the registration of 1,000,000 shares of common stock.

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

                                       18