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)

                    The 2002 Benefit Plan of Axia Group, Inc.
                    -----------------------------------------
                            (Full title of the plan)


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

                   Telephone number for Issuer: (801) 575-8073
                                ----------------
<TABLE>
<CAPTION>


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

Title of Securities to be  Amounts to be Registered   Proposed Maximum    Proposed Maximum    Amount of
Registered                                            Offering Price Per  Aggregate Offering  Registration
                                                      Share(1)            Price (II)          Fee
Common Stock, issuable               5,000,000             $0.10              $500,000        $46.00
upon exercise of options
========================   ========================   ==================  ==================  ============
</TABLE>

I    The shares of the Company to which this  Amendment  relates  are  5,000,000
     additional shares being registered pursuant to the employee benefit plan of
     the Company as previously filed on February 7, 2002 in an S-8 filing.

II   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 August 27, 2002, a date within five  business  days prior to the date
     of filing of this registration statement.



                                    Page -1-

<PAGE>



     This  registration  statement  is being  filed  to  reflect  that  Board of
Directors of Axia Group,  Inc. (the "Company") has amended The 2002 Benefit plan
of Axia Group,  Inc., as filed by the Company on a Form S-8 filed on February 7,
2002,  file no.  333-8234,  which is  incorporated  herein  by  reference.  This
amendment will increase the number of shares to be included in the plan from One
Million  (1,000,000)  to Six  Million  (6,000,000).  The  amendment  to The 2002
Benefit  Plan of Axia Group,  Inc.  is being  filed as Exhibit  "1" hereto.  The
additional Five Million (5,000,000) shares are being registered hereby.


                                   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 August 28, 2002


Axia Group Inc.

By:



    /s/ Richard Surber
--------------------------------------------
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

                                Director           August 28, 2002
 /s/ Richard D. Surber
----------------------
Richard D. Surber

                                Director           August 28, 2002
 /s/ Gerald Einhorn
-------------------
Gerald Einhorn







                                    Page -2-

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                                 Axia Group Inc.
                             (a Nevada corporation)












                                    Page -3-

<PAGE>







INDEX TO EXHIBITS


                                                                            Page
Exhibits    SEC Ref. No.             Description of Exhibit
--------    ------------             ----------------------
1                4            Resolution to amend the 2002 Stock Benefit       5
                              Plan of the Company
1(a)             99           Amendment to the 2002 Stock Benefit Plan of      6
                              the Company
2             5, 23(b)        Opinion and consent of Counsel with respect      7
                              to the legality of the issuance of securities
                              being issued

3              23(a)          Consent of Accountant                            9






























                                    Page -4-

<PAGE>






                   WRITTEN CONSENT TO ACTION WITHOUT A MEETING
                      RESOLUTION OF THE BOARD OF DIRECTORS

                                       OF

                                AXIA GROUP, INC.

     The  undersigned,  constituting  all members of the Board of Directors (the
"Board") of Axia Group, Inc., a Nevada corporation (the  "Corporation"),  hereby
adopt the following resolution this 28th day of August, 2002, by written consent
to be effective immediately;

     WHEREAS,  the  Board  has  discussed  the  proposed  amendment  to the 2002
Employee  Benefit Plan of Axia Group,  Inc. (the "Plan"),  wherein the number of
shares  subject to be issued under the Plan would be increased  from One Million
(1,000,000) to Six Million (6,000,000); and

     WHEREAS, the Board feels that it is in the best interest of the Corporation
to adopt the amendment to the Plan; and

     WHEREAS,  the  Board  believes  it  to be  in  the  best  interest  of  the
Corporation to register the additional  Five Million  (5,000,000)  shares of the
Corporation's  Common  Stock which are to be issued  under the amended Plan with
the Securities and Exchange Commission pursuant to all appropriate  instructions
and conditions of the Form S-8  Registration  Statement under the Securities Act
of 1933;  by filing an  amendment to the S-8 filing made by the  Corporation  on
February 7, 2002;

     THEREFORE BE IT RESOLVED,  that the proposed amendment to the Plan, wherein
the number of shares subject to be issued under the Plan would be increased from
One Million  (1,000,000)  to Six Million  (6,000,000),  is hereby adopted by the
Corporation; and

     RESOLVED  FURTHER,  that the Board  hereby  authorizes,  and  approves  the
registration  of  the  additional  Five  Million   (5,000,000)   shares  of  the
Corporation's  Common  Stock  which  are to be  issued  under  the Plan with the
Securities and Exchange Commission pursuant to all appropriate  instructions and
conditions of the Form S-8  Registration  Statement  under the Securities Act of
1933 by  filing  an  amendment  to the S-8  filing  made by the  Corporation  on
February 7, 2002;

     FURTHER  RESOLVED,   that  the   Corporation's   officers  are  authorized,
empowered,  and  directed  in the name of and on behalf of the  Corporation,  or
otherwise,   to  execute  and  deliver  all  such  documents,   instruments  and
certificates, to make all such payments or perform all such acts and things, and
execute and deliver all such other  documents as may be  necessary  from time to
time in order to carry out the purpose and intent of this  resolution;  that all
of the acts and doings of such officers that are consistent with the purposes of
this resolution are hereby authorized,  approved,  ratified and confirmed in all
respects.



 /s/ Richard Surber                     /s/ Gerald Einhorn
-----------------------                ------------------------
Richard Surber, Director               Gerald Einhorn, Director

                                    Page -5-

<PAGE>


                                Amendment to The
                 2002 Employee Benefit Plan of Axia Group, Inc.

     Paragraph 3 of the 2002 Employee Benefit Plan of Axia Group,  Inc. shall be
amended to read as follows  and as approved  by the Board of  Directors  of Axia
Group, Inc.:

     3. Shares of Stock Subject to this Plan. A total of six million (6,000,000)
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.

         Approved this 28th day of August, 2002.

                  By:       /s/ Richard Surber
                       ----------------------------------------
                           Richard Surber, President & Director




















                                    Page -6-

<PAGE>



                                 EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                      5282 South Commerce Drive, Suite D292
                               Murray, Utah 84107
                            Telephone (801) 284-7278

                                 August 28, 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 Axia Group,  Inc., 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 has  previously
registered a Benefit Plan entitled  "The 2002 Benefit Plan of Axia Group,  Inc."
(the "Benefit  Plan")  pursuant to which the Company had authorized the issuance
of One Million  (1,000,000)  shares of the  Company's  common  stock,  par value
$0.001 (the  "Shares")  and is  currently  proposing to register an amendment to
that  plan to  increase  the  number  of shares  it  authorizes  to Six  million
(6,000,000)  shares of the Company's common stock,  par value $0.001,  for a net
increase of Five Million (5,000,000) 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;
         3. The Board of Directors Resolution, dated August 28, 2002,
         authorizing and approving the amendment to 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 previously filed
         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 periods ended
         March 31, 2002 and June 30, 2002; 6. Such other documents as I have
         deemed necessary for the purposes of this Opinion.



                                    Page -7-

<PAGE>



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 amendment to the Benefit Plan;  the Company's
Board of Directors has authorized the filing of the Registration Statement;  and
that the Five  Million  (5,000,000)  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 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


                                    Page -8-

<PAGE>



          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 as amended
          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.

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











                                    Page -9-

<PAGE>






                          [LETTERHEAD OF TANNER & CO.]

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





     We hereby consent to the use in this Registration  Statement on Form S-8 of
our report dated April 10, 2002,  relating to the  financial  statements of Axia
Group, Inc.

                                       /s/ Tanner & Co.
                                       ----------------
                                       Tanner & Co.

Salt Lake City, Utah
August 29, 2002
















                                    Page -10-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "axias8aug02.txt", "secsgml_size_bytes": 22118}]
{"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": "333-98919", "film-number": "02752633"}, "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": "CANTON INDUSTRIAL CORP", "date-changed": "19950412"}, {"former-conformed-name": "CYBERAMERICA CORP", "date-changed": "19960620"}]}
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)

                    The 2002 Benefit Plan of Axia Group, Inc.
                    -----------------------------------------
                            (Full title of the plan)

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

                   Telephone number for Issuer: (801) 575-8073
                                ----------------
CALCULATION OF REGISTRATION FEE
Title of Securities to be  Amounts to be Registered   Proposed Maximum    Proposed Maximum    Amount of
Registered                                            Offering Price Per  Aggregate Offering  Registration
                                                      Share(1)            Price (II)          Fee
Common Stock, issuable               5,000,000             $0.10              $500,000        $46.00
upon exercise of options
========================   ========================   ==================  ==================  ============
I    The shares of the Company to which this  Amendment  relates  are  5,000,000
     additional shares being registered pursuant to the employee benefit plan of
     the Company as previously filed on February 7, 2002 in an S-8 filing.

II   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 August 27, 2002, a date within five  business  days prior to the date
     of filing of this registration statement.

                                    Page -1-
This  registration  statement  is being  filed  to  reflect  that  Board of
Directors of Axia Group,  Inc. (the "Company") has amended The 2002 Benefit plan
of Axia Group,  Inc., as filed by the Company on a Form S-8 filed on February 7,
2002,  file no.  333-8234,  which is  incorporated  herein  by  reference.  This
amendment will increase the number of shares to be included in the plan from One
Million  (1,000,000)  to Six  Million  (6,000,000).  The  amendment  to The 2002
Benefit  Plan of Axia Group,  Inc.  is being  filed as Exhibit  "1" hereto.  The
additional Five Million (5,000,000) shares are being registered hereby.

                                   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 August 28, 2002

Axia Group Inc.

By:

    /s/ Richard Surber
--------------------------------------------
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

                                Director           August 28, 2002
 /s/ Richard D. Surber
----------------------
Richard D. Surber

                                Director           August 28, 2002
 /s/ Gerald Einhorn
-------------------
Gerald Einhorn

                                    Page -2-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 Axia Group Inc.
                             (a Nevada corporation)

                                    Page -3-
INDEX TO EXHIBITS

                                                                            Page
Exhibits    SEC Ref. No.             Description of Exhibit
--------    ------------             ----------------------
1                4            Resolution to amend the 2002 Stock Benefit       5
                              Plan of the Company
1(a)             99           Amendment to the 2002 Stock Benefit Plan of      6
                              the Company
2             5, 23(b)        Opinion and consent of Counsel with respect      7
                              to the legality of the issuance of securities
                              being issued

3              23(a)          Consent of Accountant                            9

                                    Page -4-
WRITTEN CONSENT TO ACTION WITHOUT A MEETING
                      RESOLUTION OF THE BOARD OF DIRECTORS

                                       OF

                                AXIA GROUP, INC.

     The  undersigned,  constituting  all members of the Board of Directors (the
"Board") of Axia Group, Inc., a Nevada corporation (the  "Corporation"),  hereby
adopt the following resolution this 28th day of August, 2002, by written consent
to be effective immediately;

     WHEREAS,  the  Board  has  discussed  the  proposed  amendment  to the 2002
Employee  Benefit Plan of Axia Group,  Inc. (the "Plan"),  wherein the number of
shares  subject to be issued under the Plan would be increased  from One Million
(1,000,000) to Six Million (6,000,000); and

     WHEREAS, the Board feels that it is in the best interest of the Corporation
to adopt the amendment to the Plan; and

     WHEREAS,  the  Board  believes  it  to be  in  the  best  interest  of  the
Corporation to register the additional  Five Million  (5,000,000)  shares of the
Corporation's  Common  Stock which are to be issued  under the amended Plan with
the Securities and Exchange Commission pursuant to all appropriate  instructions
and conditions of the Form S-8  Registration  Statement under the Securities Act
of 1933;  by filing an  amendment to the S-8 filing made by the  Corporation  on
February 7, 2002;

     THEREFORE BE IT RESOLVED,  that the proposed amendment to the Plan, wherein
the number of shares subject to be issued under the Plan would be increased from
One Million  (1,000,000)  to Six Million  (6,000,000),  is hereby adopted by the
Corporation; and

     RESOLVED  FURTHER,  that the Board  hereby  authorizes,  and  approves  the
registration  of  the  additional  Five  Million   (5,000,000)   shares  of  the
Corporation's  Common  Stock  which  are to be  issued  under  the Plan with the
Securities and Exchange Commission pursuant to all appropriate  instructions and
conditions of the Form S-8  Registration  Statement  under the Securities Act of
1933 by  filing  an  amendment  to the S-8  filing  made by the  Corporation  on
February 7, 2002;

     FURTHER  RESOLVED,   that  the   Corporation's   officers  are  authorized,
empowered,  and  directed  in the name of and on behalf of the  Corporation,  or
otherwise,   to  execute  and  deliver  all  such  documents,   instruments  and
certificates, to make all such payments or perform all such acts and things, and
execute and deliver all such other  documents as may be  necessary  from time to
time in order to carry out the purpose and intent of this  resolution;  that all
of the acts and doings of such officers that are consistent with the purposes of
this resolution are hereby authorized,  approved,  ratified and confirmed in all
respects.

 /s/ Richard Surber                     /s/ Gerald Einhorn
-----------------------                ------------------------
Richard Surber, Director               Gerald Einhorn, Director

                                    Page -5-
Amendment to The
                 2002 Employee Benefit Plan of Axia Group, Inc.

     Paragraph 3 of the 2002 Employee Benefit Plan of Axia Group,  Inc. shall be
amended to read as follows  and as approved  by the Board of  Directors  of Axia
Group, Inc.:

     3. Shares of Stock Subject to this Plan. A total of six million (6,000,000)
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.

         Approved this 28th day of August, 2002.

                  By:       /s/ Richard Surber
                       ----------------------------------------
                           Richard Surber, President & Director

                                    Page -6-
EDWARD T. WELLS
                                ATTORNEY- AT- LAW
                      5282 South Commerce Drive, Suite D292
                               Murray, Utah 84107
                            Telephone (801) 284-7278

                                 August 28, 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 Axia Group,  Inc., 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 has  previously
registered a Benefit Plan entitled  "The 2002 Benefit Plan of Axia Group,  Inc."
(the "Benefit  Plan")  pursuant to which the Company had authorized the issuance
of One Million  (1,000,000)  shares of the  Company's  common  stock,  par value
$0.001 (the  "Shares")  and is  currently  proposing to register an amendment to
that  plan to  increase  the  number  of shares  it  authorizes  to Six  million
(6,000,000)  shares of the Company's common stock,  par value $0.001,  for a net
increase of Five Million (5,000,000) 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;
         3. The Board of Directors Resolution, dated August 28, 2002,
         authorizing and approving the amendment to 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 previously filed
         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 periods ended
         March 31, 2002 and June 30, 2002; 6. Such other documents as I have
         deemed necessary for the purposes of this Opinion.

                                    Page -7-
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 amendment to the Benefit Plan;  the Company's
Board of Directors has authorized the filing of the Registration Statement;  and
that the Five  Million  (5,000,000)  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 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

                                    Page -8-
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 as amended
          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.

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

                                    Page -9-
[LETTERHEAD OF TANNER & CO.]

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We hereby consent to the use in this Registration  Statement on Form S-8 of
our report dated April 10, 2002,  relating to the  financial  statements of Axia
Group, Inc.

                                       /s/ Tanner & Co.
                                       ----------------
                                       Tanner & Co.

Salt Lake City, Utah
August 29, 2002

                                    Page -10-