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 IdentificationNo.)
incorporation or organization)

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

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


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

                  Telephone number for Issuer: (801) 575-8073


                         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       1,000,000     $0.11                 $110,000               $27.50
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 February 19, 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 Pdescribe herein.




                                    Page -1-

<PAGE>



                      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 "C 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, 2002.

        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 yende December 31, 2002.

        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 adescribe in the Form 10-KSB for the year
ended December 31, 1994, and is incorporated herein by r (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 bor
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 oagen 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 mmad 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.



                                    Page -3-

<PAGE>



 3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

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

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances.
The determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors wwer 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
taction suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to rthe amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to bindemnifie 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


                                    Page -4-

<PAGE>



of criminal law, (b) the payment of distributions in violation of Section 78.300
of the NRevise Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

Item 7.   Exemption from Registration Claimed

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-effe 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) oSectio 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee bplan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by rin 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.


                                    Page -5-

<PAGE>



(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 oth registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of ajurisdictio 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 February 24, 2004.
                                            Axia Group, Inc.


                                            By: /s/ Richard Surber
                                               --------------------------------
                                               Richard D.Surber, 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/ Richard Surber                 Director                February 24, 2004
----------------------------
Richard D. Surber


 /s/ Gerald Einhorn                 Director                February 24, 2004
-------------------------------
Gerald Einhorn











                                    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          2004 Stock Benefit Plan of the Company           9
B              5, 23(b)      Opinion and consent of Counsel with respect      13
                             to the legality of the issuance of securities
                             being issued

C                23(a)       Consents of Accountants                          16

































                                    Page -8-

<PAGE>



Exhibit "A"

                    THE 2004 BENEFIT PLAN OF AXIA GROUP, INC.

        Axia Group, Inc., a Nevada corporation (the "Company"), hereby adopts
The 2004 BPlan of Axia Group, Inc. (the "Plan") this 13th day of February, 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 oth Company or its subsidiaries, but
are not employees of the Company or its subsidiaries, provided that bservice
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 eand 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 iin the
Company.
It is also designed to permit the Company to reward those individuals who are
not employees oth 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 glaw, tBoar 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 cof the terms of this Plan by the Plan Administrators thereof
shall be final and binding on all participants ithi Plan absent a showing of
demonstrable error. No member of the Plan Administrators shall be liable for
aactio taken or determination made in good faith with respect to this Plan. Any
Benefit approved by a majority vote of those Plan Administrators attending a
duly and properly held meeting shall be valid. Any Benefit approved by the Plan
Administrators shall be approved as specified by the Board at the time of
delegation.

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

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.


                                    Page -9-

<PAGE>



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 sservice are not rendered in connection with the offer or sale
of securities in a capital-raising transaction.
 In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

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

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

        b. The term of the Option, once it is granted, may be reduced only as
        provided fthi 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 aBenefi 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 Oand will


                                    Page -10-

<PAGE>



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 texercis 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 Oissue 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 cin law, tax policy, and custom. Such grants shall be made
in an attempt to give such individuals essentially the same benefits as
contemplated by a grant to United States residents under the terms of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or flaw, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or iconnectio 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 one 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/ Richard Surber
Richard D. Surber, President



                                    Page -11-

<PAGE>



                     MICHAEL GOLIGHTLY

                     268 West 400 South
                         Third Floor           Telephone: (801) 575-8073 ext 152
Attorney at Law   Salt Lake City, Utah 84101   Facsimile: (801) 575-8092



February 23, 2004


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

Gentlemen:

    I have acted as special counsel for Axia Group, Inc., a Nevada corporation
(the "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 "200 Benefit Plan of Axia Group, Inc." (the "Benefit Plan") pursuant to
which the Company has authorized the issuance of One Million (1,000,000) shares
of the Company's common stock, par value $.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 February 13, 2004, authorizing
       and approving the Company's 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, 2002;
    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.


                                    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 One Million (1,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the amount of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
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 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 pto the Registration Statement and issued under the Benefit Plan
    will be validly issued, fand 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 were 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 San 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 State of Utah. I am not admitted to
    practice lth State of Nevada or in any other jurisdiction where the Company
    may own property or transact


                                    Page -13-

<PAGE>




    business. This opinion is with respect to federal law only and I have not
    consulted lcounse 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.

    (G) This opinion is strictly limited to the parameters contained and
    referenced herein avali 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


                          INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors and Shareholders of
Axia Group, Inc.
Salt Lake City, Utah


We hereby consent to the incorporation by reference in this Registration
Statement of Axia Group, Inc. on Form S-8, of our report dated June 27, 2003,
(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, 2002 and to all references to our firm included in this
Registration Statement.





/s/ HJ & Associates LLC
HJ & Associates, LLC
Salt Lake City, Utah
February 21, 2004




                                    Page -15-

<PAGE>



Letterhead of Tanner + Co.

                                  TANNER + CO.
                        215 South State Street, Suite 800
                           Salt Lake City, Utah 84111

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this Registration Statement on Form S-8 of our
report dated March 26, 2002, relating to the financial statements of Axia Group,
Inc.

/s/ Tanner + Co.

Salt Lake City, Utah
February 24, 2004






                                    Page -16-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "axias80204.txt", "description": "AXIA S-8 02/2004", "secsgml_size_bytes": 38575}]
{"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": "333-113079", "film-number": "04627309"}, "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 IdentificationNo.)
incorporation or organization)

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

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

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

                  Telephone number for Issuer: (801) 575-8073

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be     Amounts to    Proposed Maximum      Proposed Maximum       Amount of
Registered                    be            Offering Price Per    Aggregate Offering     Registration
                              Registered    Share(1)              Price                  Fee
Common Stock, 0.001 par       1,000,000     $0.11                 $110,000               $27.50
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 February 19, 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 Pdescribe herein.

                                    Page -1-
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 "C 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, 2002.

        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 yende December 31, 2002.

        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 adescribe in the Form 10-KSB for the year
ended December 31, 1994, and is incorporated herein by r (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 bor
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 oagen 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 mmad 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.

                                    Page -3-
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

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

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances.
The determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors wwer 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
taction suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to rthe amount if it is ultimately determined by a court
of competent jurisdiction that he is not entitled to bindemnifie 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

                                    Page -4-
of criminal law, (b) the payment of distributions in violation of Section 78.300
of the NRevise Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

Item 7.   Exemption from Registration Claimed

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-effe 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) oSectio 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee bplan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by rin 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.

                                    Page -5-
(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 oth registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of ajurisdictio 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 February 24, 2004.
                                            Axia Group, Inc.

                                            By: /s/ Richard Surber
                                               --------------------------------
                                               Richard D.Surber, 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/ Richard Surber                 Director                February 24, 2004
----------------------------
Richard D. Surber

 /s/ Gerald Einhorn                 Director                February 24, 2004
-------------------------------
Gerald Einhorn

                                    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          2004 Stock Benefit Plan of the Company           9
B              5, 23(b)      Opinion and consent of Counsel with respect      13
                             to the legality of the issuance of securities
                             being issued

C                23(a)       Consents of Accountants                          16

                                    Page -8-
Exhibit "A"

                    THE 2004 BENEFIT PLAN OF AXIA GROUP, INC.

        Axia Group, Inc., a Nevada corporation (the "Company"), hereby adopts
The 2004 BPlan of Axia Group, Inc. (the "Plan") this 13th day of February, 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 oth Company or its subsidiaries, but
are not employees of the Company or its subsidiaries, provided that bservice
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 eand 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 iin the
Company.
It is also designed to permit the Company to reward those individuals who are
not employees oth 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 glaw, tBoar 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 cof the terms of this Plan by the Plan Administrators thereof
shall be final and binding on all participants ithi Plan absent a showing of
demonstrable error. No member of the Plan Administrators shall be liable for
aactio taken or determination made in good faith with respect to this Plan. Any
Benefit approved by a majority vote of those Plan Administrators attending a
duly and properly held meeting shall be valid. Any Benefit approved by the Plan
Administrators shall be approved as specified by the Board at the time of
delegation.

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

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.

                                    Page -9-
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 sservice are not rendered in connection with the offer or sale
of securities in a capital-raising transaction.
 In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

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

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

        b. The term of the Option, once it is granted, may be reduced only as
        provided fthi 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 aBenefi 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 Oand will

                                    Page -10-
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 texercis 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 Oissue 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 cin law, tax policy, and custom. Such grants shall be made
in an attempt to give such individuals essentially the same benefits as
contemplated by a grant to United States residents under the terms of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or flaw, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or iconnectio 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 one 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/ Richard Surber
Richard D. Surber, President

                                    Page -11-
MICHAEL GOLIGHTLY

                     268 West 400 South
                         Third Floor           Telephone: (801) 575-8073 ext 152
Attorney at Law   Salt Lake City, Utah 84101   Facsimile: (801) 575-8092

February 23, 2004

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

Gentlemen:

    I have acted as special counsel for Axia Group, Inc., a Nevada corporation
(the "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 "200 Benefit Plan of Axia Group, Inc." (the "Benefit Plan") pursuant to
which the Company has authorized the issuance of One Million (1,000,000) shares
of the Company's common stock, par value $.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 February 13, 2004, authorizing
       and approving the Company's 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, 2002;
    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.

                                    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 One Million (1,000,000)
shares to be included in the Registration Statement are available for issuance
based upon corporate documentation and on the amount of shares actually issued
and outstanding. As such, I am of the opinion that the Shares herein referenced
have been duly and validly authorized and that subject to compliance with all
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 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 pto the Registration Statement and issued under the Benefit Plan
    will be validly issued, fand 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 were 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 San 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 State of Utah. I am not admitted to
    practice lth State of Nevada or in any other jurisdiction where the Company
    may own property or transact

                                    Page -13-
business. This opinion is with respect to federal law only and I have not
    consulted lcounse 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.

    (G) This opinion is strictly limited to the parameters contained and
    referenced herein avali 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

                          INDEPENDENT AUDITOR'S CONSENT

To the Board of Directors and Shareholders of
Axia Group, Inc.
Salt Lake City, Utah

We hereby consent to the incorporation by reference in this Registration
Statement of Axia Group, Inc. on Form S-8, of our report dated June 27, 2003,
(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, 2002 and to all references to our firm included in this
Registration Statement.

/s/ HJ & Associates LLC
HJ & Associates, LLC
Salt Lake City, Utah
February 21, 2004

                                    Page -15-
Letterhead of Tanner + Co.

                                  TANNER + CO.
                        215 South State Street, Suite 800
                           Salt Lake City, Utah 84111

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this Registration Statement on Form S-8 of our
report dated March 26, 2002, relating to the financial statements of Axia Group,
Inc.

/s/ Tanner + Co.

Salt Lake City, Utah
February 24, 2004

                                    Page -16-