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)

                  1324 N. Magnolia Ave., El Cajon, CA 92020
                  -----------------------------------------
                   (Address of principal executive offices)

                The July 2004 Benefit Plan of Axia Group, Inc.
                ----------------------------------------------
                           (Full title of the plan)


             Jody Regan, 1324 N. Magnolia Ave., El Cajon, CA 92020
             -----------------------------------------------------
           (Name, address, including zip code, of agent for service)

                 Telephone number for Issuer:  (619) 444-1919
                                               --------------


                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<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, 0.001 par        50,000,000      $0.035                 $1,750,000             $437.50
value
============================   =============   ====================   ====================   ==================

</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 July 20, 2004, a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.




                                    Page -1-

<PAGE>



                    July-2004 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, 2003.

         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, 2003.

         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.  The securities are described in the Form 10-KSB for
the year ended December 31, 1994, and is incorporated herein by reference.  (See
"Item 3. Incorporation of Documents by Reference.")




                                   Page -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 offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, 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 acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

 3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in


                                   Page -3-

<PAGE>



defense of any claim, issue or matter therein, the corporation shall indemnify
him against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

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

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

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

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

Articles of Incorporation.

The Company's Amended Articles of Incorporation provide that the personal
liability of a director or officer of the Company to the Company or its
stockholders for monetary damages for breach of fiduciary duty, for any action
taken or for any failure to take any action, as a director or officer, shall be
eliminated to the fullest extent permissible under Nevada law, except for (a)
acts or omissions which involve intentional misconduct, fraud, infliction of
harm on the Company or its stockholders or a knowing violation of criminal law,
(b) the payment of distributions in violation of Section 78.300 of the Nevada
Revised Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities


                                Page -4-

<PAGE>



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 re-offered or resold pursuant to this
registration statement.

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, 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, 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 Exchange
Act) 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 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 Securities 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


                                  Page -5-

<PAGE>



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 Securities Act and will be governed by the final adjudication
of such issue.

                                SIGNATURES

         Pursuant to the requirements of the Securities Act, 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, on July 22, 2004.
                                              Axia Group, Inc.


                                              By: /s/ Jody Regan
                                              ---------------------------------
                                              Jody Regan, as President


         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/ Jody Regan            Director                     July 22, 2004
--------------
Jody Regan




                                  Page -6-

<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 -7-

<PAGE>







INDEX TO EXHIBITS
-----------------


                                                                            Page
Exhibits        SEC Ref. No.      Description of Exhibit
--------        ------------      ----------------------
A                    4            July-2004 Stock Benefit Plan of the          9
                                  Company
B                 5, 23(b)        Opinion and consent of Counsel with         12
                                  respect to the legality of the issuance
                                  of securities being issued

C                  23(a)          Consents of Accountants                     15












                                   Page-8-

<PAGE>





Exhibit "A"

                  THE JULY 2004 BENEFIT PLAN OF AXIA GROUP, INC.

         Axia Group, Inc., a Nevada corporation (the "Company"), hereby adopts
The July 2004 Benefit Plan of Axia Group, Inc. (the "Plan") this 22nd day of
July, 2004.  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 fifty million
         -------------------------------------
(50,000,000) 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.

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.


                                  Page -9-

<PAGE>



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.

         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,


                                   Page -10-

<PAGE>



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 the earlier of the date that is five years from the date first appearing in
this Plan or the date on which the fifty 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.



     ATTEST:

/s/ Jody Regan
---------------------
Jody Regan, President



                                 Page -11-

<PAGE>



                              MICHAEL GOLIGHTLY

                              268 West 400 South
                                  Third Floor
Attorney at Law           Salt Lake City, Utah 84101


July 22, 2004                                  Telephone: (801) 575-8073 ext 152
                                               Facsimile: (801) 575-8092

Board of Directors
Axia Group, Inc.
1324 N. Magnolia Ave.
El Cajon, California 92020

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

Dear Mr. Regan:

     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 is registering a
Benefit Plan entitled "The July-2004 Benefit Plan of Nexia Holdings, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
Fifty Million (50,000,000) shares of the Company's common stock, par value $.001
(the "Shares").

     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 July 22, 2004, authorizing and
     approving the Company's July-2004 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, 2003;
6.   Such other documents as I have deemed necessary for the purposes of this
     Opinion.

     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 and any state registration
requirements that may be applicable.



                                 Page -12-

<PAGE>



     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 Fifty Million  (50,000,000)
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 provision of the Plan, the Shares will be validly issued as fully paid
and non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the July-2004 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non-assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations 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, has been paid in full and actually received
     by the Company.

     (C) 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.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents was duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (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) I am admitted to practice law in the States of Utah and Texas.  I am
     not admitted to practice law in the States of Nevada or California 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


                                   Page -13-

<PAGE>



     opinion contained herein.  I expressly except from this opinion any opinion
     as to whether or to what extent a Nevada or California court or any other
     court would apply Nevada or California 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.

     (G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as to the signature date with respect
     to the same.  I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect to this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.  This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,

/s/ Michael Golightly
---------------------

Michael Golightly





                                 Page -14-

<PAGE>



       LETTER HEAD OF

HJ & ASSOCIATES, L.L.C..
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
50 South Main Street, Suite 1450
Salt Lake City, Utah 84144


         CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         --------------------------------------------------------

To the Board of Directors and Shareholders of
Axia Group, Inc.
El Cajon, California


We hereby consent to the incorporation by reference in this Registration
Statement of Axia Group, Inc. on Form S-8, of our report dated April 6, 2004,
(which includes an emphasis paragraph relating to an uncertainty as to the
Company's ability to continue as a going concern), included in and incorporated
by reference in the Annual Report on Form 10-KSB of Axia Group, Inc. for the
year ended December 31, 2003 and to all references to our firm included in this
Registration Statement.




/s/ HJ & Associates
--------------------
HJ & Associates, LLC
Salt Lake City, Utah
July 22, 2004





                               Page -15-
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "axias8july.txt", "description": "AXIA'S S-8", "secsgml_size_bytes": 39734}]
{"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": "333-117588", "film-number": "04927420"}, "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)

                  1324 N. Magnolia Ave., El Cajon, CA 92020
                  -----------------------------------------
                   (Address of principal executive offices)

                The July 2004 Benefit Plan of Axia Group, Inc.
                ----------------------------------------------
                           (Full title of the plan)

             Jody Regan, 1324 N. Magnolia Ave., El Cajon, CA 92020
             -----------------------------------------------------
           (Name, address, including zip code, of agent for service)

                 Telephone number for Issuer:  (619) 444-1919
                                               --------------

                                          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, 0.001 par        50,000,000      $0.035                 $1,750,000             $437.50
value
============================   =============   ====================   ====================   ==================
(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 July 20, 2004, a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
July-2004 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, 2003.

         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, 2003.

         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.  The securities are described in the Form 10-KSB for
the year ended December 31, 1994, and is incorporated herein by reference.  (See
"Item 3. Incorporation of Documents by Reference.")

                                   Page -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 offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, 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 acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

 3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in

                                   Page -3-
defense of any claim, issue or matter therein, the corporation shall indemnify
him against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

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

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

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

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

Articles of Incorporation.

The Company's Amended Articles of Incorporation provide that the personal
liability of a director or officer of the Company to the Company or its
stockholders for monetary damages for breach of fiduciary duty, for any action
taken or for any failure to take any action, as a director or officer, shall be
eliminated to the fullest extent permissible under Nevada law, except for (a)
acts or omissions which involve intentional misconduct, fraud, infliction of
harm on the Company or its stockholders or a knowing violation of criminal law,
(b) the payment of distributions in violation of Section 78.300 of the Nevada
Revised Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities

                                Page -4-
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 re-offered or resold pursuant to this
registration statement.

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, 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, 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 Exchange
Act) 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 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 Securities 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

                                  Page -5-
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 Securities Act and will be governed by the final adjudication
of such issue.

                                SIGNATURES

         Pursuant to the requirements of the Securities Act, 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, on July 22, 2004.
                                              Axia Group, Inc.

                                              By: /s/ Jody Regan
                                              ---------------------------------
                                              Jody Regan, as President

         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/ Jody Regan            Director                     July 22, 2004
--------------
Jody Regan

                                  Page -6-
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 -7-
INDEX TO EXHIBITS
-----------------

                                                                            Page
Exhibits        SEC Ref. No.      Description of Exhibit
--------        ------------      ----------------------
A                    4            July-2004 Stock Benefit Plan of the          9
                                  Company
B                 5, 23(b)        Opinion and consent of Counsel with         12
                                  respect to the legality of the issuance
                                  of securities being issued

C                  23(a)          Consents of Accountants                     15

                                   Page-8-
Exhibit "A"

                  THE JULY 2004 BENEFIT PLAN OF AXIA GROUP, INC.

         Axia Group, Inc., a Nevada corporation (the "Company"), hereby adopts
The July 2004 Benefit Plan of Axia Group, Inc. (the "Plan") this 22nd day of
July, 2004.  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 fifty million
         -------------------------------------
(50,000,000) 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.

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.

                                  Page -9-
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.

         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,

                                   Page -10-
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 the earlier of the date that is five years from the date first appearing in
this Plan or the date on which the fifty 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.

     ATTEST:

/s/ Jody Regan
---------------------
Jody Regan, President

                                 Page -11-
MICHAEL GOLIGHTLY

                              268 West 400 South
                                  Third Floor
Attorney at Law           Salt Lake City, Utah 84101

July 22, 2004                                  Telephone: (801) 575-8073 ext 152
                                               Facsimile: (801) 575-8092

Board of Directors
Axia Group, Inc.
1324 N. Magnolia Ave.
El Cajon, California 92020

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

Dear Mr. Regan:

     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 is registering a
Benefit Plan entitled "The July-2004 Benefit Plan of Nexia Holdings, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
Fifty Million (50,000,000) shares of the Company's common stock, par value $.001
(the "Shares").

     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 July 22, 2004, authorizing and
     approving the Company's July-2004 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, 2003;
6.   Such other documents as I have deemed necessary for the purposes of this
     Opinion.

     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 and any state registration
requirements that may be applicable.

                                 Page -12-
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 Fifty Million  (50,000,000)
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 provision of the Plan, the Shares will be validly issued as fully paid
and non-assessable shares of common stock in the Company.

     This opinion is based upon and subject to the qualifications and
limitations specified below:

     (A) Certain of the remedial provisions of the July-2004 Benefit Plan may be
     further limited or rendered unenforceable by other applicable laws and
     interpretations.

     (B) In rendering the opinion that the shares of the Common Stock to be
     registered pursuant to the Registration Statement and issued under the
     Benefit Plan will be validly issued, fully paid and non-assessable, I
     assumed that: (1) the Company's Board of Directors has exercised good faith
     in establishing the value paid for the Shares; (2) all issuances and
     cancellations 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, has been paid in full and actually received
     by the Company.

     (C) 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.

     (D) In rendering this opinion I have assumed that all signatures are
     genuine, that all documents submitted to me as copies conform substantially
     to the originals, that all documents have been duly executed on or as of
     the date represented on the documents, that execution and delivery of the
     documents was duly authorized on the part of the parties, that all
     documents are legal, valid and binding on the parties and that all
     corporate records are complete.

     (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) I am admitted to practice law in the States of Utah and Texas.  I am
     not admitted to practice law in the States of Nevada or California 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

                                   Page -13-
opinion contained herein.  I expressly except from this opinion any opinion
     as to whether or to what extent a Nevada or California court or any other
     court would apply Nevada or California 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.

     (G) This opinion is strictly limited to the parameters contained and
     referenced herein and is valid only as to the signature date with respect
     to the same.  I assume no responsibility to advise you of any subsequent
     changes or developments which might affect any aspect to this opinion.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.  This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,

/s/ Michael Golightly
---------------------

Michael Golightly

                                 Page -14-
LETTER HEAD OF

HJ & ASSOCIATES, L.L.C..
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
50 South Main Street, Suite 1450
Salt Lake City, Utah 84144

         CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         --------------------------------------------------------

To the Board of Directors and Shareholders of
Axia Group, Inc.
El Cajon, California

We hereby consent to the incorporation by reference in this Registration
Statement of Axia Group, Inc. on Form S-8, of our report dated April 6, 2004,
(which includes an emphasis paragraph relating to an uncertainty as to the
Company's ability to continue as a going concern), included in and incorporated
by reference in the Annual Report on Form 10-KSB of Axia Group, Inc. for the
year ended December 31, 2003 and to all references to our firm included in this
Registration Statement.

/s/ HJ & Associates
--------------------
HJ & Associates, LLC
Salt Lake City, Utah
July 22, 2004

                               Page -15-