SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2001.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: I-9418
------
AXIA GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0509512
-------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
268 West 400 South, Salt Lake City, Utah 84101
---------------------------------------------------------
(Address of principal executive office) (Zip Code)
(801) 575-8073
------------------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes XX No
------ ----
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of May 15, 2001 was 4,760,810.
1
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS..................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4
PART II
ITEM 1. LEGAL PROCEEDINGS.....................................................8
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES...............................8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................9
SIGNATURES....................................................................10
INDEX TO EXHIBITS.............................................................11
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2
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Axia Group, Inc., a Nevada
corporation, and its subsidiaries and predecessors unless otherwise indicated.
Consolidated, unaudited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended March 31, 2001 and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as Pages F-1 through F-6 and are incorporated herein by
this reference.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
3
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
PAGE
Consolidated Unaudited Condensed Balance Sheet March 31, 2001 ...............F-2
Consolidated Unaudited Condensed Statements of Operations for the Three Months
Ended March 31, 2001 and 2000................................................F-4
Consolidated Unaudited Condensed Statements of Cash Flows for the Three Months
Ended March 31, 2001 and 2000................................................F-5
Notes to Consolidated Unaudited Condensed Financial Statements
March 31, 2001...............................................................F-6
F-1
AXIA GROUP, INC.
(Formerly known as CYBERAMERICA CORPORATION)
Unaudited Consolidates Condensed Balance Sheet
March 31, 2001
March 31, 2001
-----------------
ASSETS
Current Assets
Cash $ 208,082
Accounts receivable - trade, net of allowance 313,139
Notes receivable - current 70,410
Securities available for sale 3,548,897
Total Current Assets 4,140,528
Fixed Assets
Property and equipment, net 5,812,183
Land 1,985,402
-----------------
Total Fixed Assets 7,797,585
Other Assets
Real property held for sale 333,397
Investment securities at cost 120,000
Notes receivable 255,000
Total Other Assets 708,397
TOTAL ASSETS $ 12,646,510
=================
See accompanying notes to financial statements
F-2
AXIA GROUP, INC.
(Formerly known as CYBERAMERICA CORPORATION)
Unaudited Consolidated Condensed Balance Sheet
(continued)
March 31, 2001
March 31, 2001
--------------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts payable $ 100,823
Accrued liabilities 82,996
Notes payable 57,798
Current portion long-term debt 1,015,399
Total Current Liabilities 1,257,016
--------------
Long-Term Liabilities
Notes and mortgages payable 5,674,617
IEPA liability 216,630
WVDEP liability 63,000
Less current portion (1,015,399)
Total Long-Term Liabilities 4,938,848
TOTAL LIABILITIES 6,195,864
MINORITY INTEREST 609,506
STOCKHOLDERS' EQUITY
Preferred stock - 20,000,000 shares authorized at $0.001 par, no shares
issued 0 Common stock - 200,000,000 shares authorized at $0.001 par;
4,715,350 shares issued and outstanding 4,715
Paid in capital 15,882,396
Treasury stock - 441,730 shares @ $1.50/share (662,595)
Accumulated deficit (8,938,251)
Unrealized loss on securities available for sale (445,125)
TOTAL STOCKHOLDERS' EQUITY 5,841,140
--------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 12,646,510
==============
See accompanying notes to financial statements
F-3
AXIA GROUP, INC.
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2001 and 2000
Three Months Ended
March 31,
2001 2000
----------------- -----------------
Revenue
Consulting revenue $ 171,053 $ 809,474
Additional gain recognition - 16,793
Rental revenue 231,128 246,399
----------------- -----------------
Total Revenue 402,181 1,072,666
Costs of Revenue
Costs associated with consulting revenue 172,067 510,175
Costs associated with rental revenue 172,759 174,108
Interest cost associated with rental revenue 6,773 14,528
----------------- -----------------
Total Costs of Revenue 351,599 698,811
Gross Profit 50,582 373,855
Selling, General & Administrative Expense 100,890 303,637
----------------- -----------------
Operating Profit (Loss) (50,308) 70,218
Other Income (Expense)
Interest/Dividend Income 49,776 81,784
Interest Expense (128,310) (128,634)
Gain (Loss) from investment securities (300,944) 1,908,554
Other income (expense) (1,728) 48,514
----------------- -----------------
Total Other Income (Expense) (381,206) 1,910,218
Income (Loss) Before Minority Interest (431,514) 1,980,436
Minority Interest in (Gain) Loss - (177,780)
----------------- -----------------
Net Profit (Loss) $ (431,514) 1,802,656
Income (Loss) Per Common Share
Income (loss) before minority interest $ (0.10) 0.61
Minority interest in gain - (0.05)
----------------- -----------------
Net income (loss) per weighted average common share
outstanding
$ (0.10) 0.56
================ =================
Weighted Average common shares outstanding
4,487,029 3,227,238
================= =================
See accompanying notes to financial statements
F-4
AXIA GROUP, INC.
CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31 30, 2001 and 2000
Three Months Ended
March 31
2001 2000
------------------- ----------------
Cash Flows From Operating Activities
Net Income (Loss) $ (431,514) $ 1,802,656
Adjustments to reconcile net income (loss) to net cash provided
(used):
(Gain) loss from sale of investments 300,944 (1,908,554)
Minority interest in gain (loss) - 177,780
Depreciation & amortization 46,276 79,571
Decrease (increase) in assets:
Accounts & notes receivable 21,335 910,054
Prepaid expenses 3,550 (13,890)
Securities - (830,081)
Increase (decrease) in liabilities
Accounts & notes payable 121,646 45,620
Accrued liabilities (98,223) (114,103)
------------------- ----------------
Net Cash Provided (Used) by Operating Activities $ (35,986) $ 149,053
Activites
Cash Flows From Investing Activities
Capital expenditures (3,221) -
Decrease (increase) in EPA liabilities 16,779 -
Elimination of unrealized (gain) loss - (430,314)
Purchase of investments (383,579) (85,407)
Proceeds from sale of investments 191,950 2,179,595
------------------- ----------------
Net Cash Provided (Used) by Investing Activities $ (194,580) $ 1,663,874
Cash Flows from Financing Activities
Sale of common stock for cash 226,614 -
Increase (reduction) in long-term debt (non-current) 33,884 (62,920)
------------------- ----------------
Net Cash Provided (Used) by Financing Activities $ 260,498 $ (62,920)
Increase (Decrease) in Cash 29,662 1,750,007
Cash at Beginning of Period 178,420 18,314
------------------- ----------------
Cash at End of Period $ 208,082 $ 1,768,321
=================== ================
See accompanying notes to financial statements
F-5
CYBERAMERICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2001
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's Annual Report to Shareholders on Form 10-KSB for the fiscal
year ended December 31, 2000. These statements do include all normal recurring
adjustments which the Company believes necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 2001.
2. Sales of Securities
During the quarter, the Company sold restricted common shares to Wichita
Development Corporation in two separate transactions. They are as follows:
On January 4, 2001, the Company sold 50,000 shares of restricted common stock at
a price of $.758 per share for a total of $37,875.00 in cash. This was a private
placement of securities.
On March 1, 2001, the Company sold 406,349 shares of restricted common stock to
Wichita Development Corporation in return the Company received $200,000 in cash
and 1,760,702 shares of common stock of Wichita Development Corporation. The
shares sold by the Company were valued at $.75 per share for a total value of
$304,761.75. The Wichita Development Corporation shares received were valued at
$.0595 per share or a value of $104,761.75.
3. Additional Footnotes Included by Reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.
Therefore, those footnotes are included herein by reference.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The Company's operations consist primarily of two different areas of focus. The
Company's primary operations involve the acquisition, lease and sale of real
estate holdings. The Company also provides financial consulting services.
Real Estate Operations
The Company's objective with respect to its real estate operations is to
acquire, through its subsidiaries, properties throughout the country which the
Company's management believes to be undervalued and which the Company is able to
acquire through the expenditure of limited amounts of cash. The Company attempts
to acquire such properties by assuming existing favorable financing and paying
the balance of the price with nominal cash payments or through the issuance of
shares of the Company's Common Stock. Once such properties are acquired, the
Company leases them to primarily commercial tenants. The Company also makes
limited investments in improvements to the properties with the objective of
increasing occupancy and improving cash flows. The Company believes that with
minor improvements and effective management, properties can be liquidated at a
profit within a relatively short period of time.
The Company recorded rental revenues of $231,128 for the quarter ended March 31,
2001 as compared to $246,399 for the quarter ended March 31, 2000. This decrease
in revenues was largely attributable to a decrease in occupancy rates at our
motel property located in Baton Rouge, Louisiana.
Currently, the Company has positive cash flows from real estate operations of
$51,596 for the quarter ended March 31, 2001 compared to a positive cash flow of
$57,763 for the quarter ended March 31, 2000. This is attributable to a drop in
rental associated costs as well as a reduction in real estate revenues.
The Company will continue its attempts to improve profitability and cash flow by
working to increase occupancy and rental income from those properties of the
Company which have a high vacancy rate as well as focusing on properties with
the highest per square foot rental rates. The Company also intends to continue
to primarily purchase real estate for appreciation purposes. Accordingly, the
Company hopes to not only minimize any real estate cash flow deficit, but also
generate sufficient cash to record a substantial profit upon property
disposition.
Consulting Operations
The Company, through its wholly owned subsidiaries Canton Financial Services
Corporation and Hudson Consulting Group, Inc., provides a variety of financial
consulting services to a wide range of clients. The primary service performed by
the Company involves assisting clients in structuring mergers and acquisitions.
This includes locating entities suitable to be merged with or acquired by the
Company's clients, as well as providing general advice related to the
structuring of mergers or acquisitions. The Company also assists clients in
restructuring their capital formation, advises with respect to general corporate
problem solving and provides shareholder relations services designed to expose
its clients to the broker dealer community.
The Company's consulting subsidiaries generate revenues through consulting fees
4
payable in the client's equity securities, cash, other assets or some
combination of the three. The primary form of compensation received is the
equity securities of clients. When payment is made in the form of equity, the
number of shares to be paid is usually dependent upon the price of the client's
common stock (if such price is available) and the extent of consulting services
to be provided. The typical value used to determine the number of shares to be
paid is one- half or less of the stock's bid price, which accounts for the fact
that most of the equity received as payment by the Company is restricted as to
resale. The Company accepts equity with the expectation that its services will
assist in the stock's appreciation, thus allowing the Company to be compensated
and to make a return on the payments for its services.
The Company generates cash flow, in part, by liquidating non-cash assets (equity
securities) received as fees for consulting services. As most fees are paid in
the form of equity, the revenues and cash flows realized by the Company are
somewhat tied to the price of its clients' securities and the Company's ability
to sell such securities. A decline in the market price of a client's stock can
affect the total asset value of the Company's balance sheet and can result in
the Company incurring substantial losses on its income statement. The Company
generally books securities that it accepts as payment at a 25% to 75% discount
of the current market value at the time the Company accepts the securities due
to illiquidity of the securities because of restrictions on resale.
The Company's portfolio consists primarily of restricted and unrestricted shares
of common stock in micro to small cap publicly traded companies. This portfolio
currently consists of shares of common stock in over 60 different companies
whose operations range from that of high-tech Internet operations to oil and gas
companies. The Company believes that the diversity of its current holdings is
such that the overall volatility of its portfolio is significantly less than in
prior years of operation. Nonetheless, the Company's portfolio is considered
extremely volatile.
Revenues from the Company's financial consulting operations increased for the
quarter ended March 31, 2001 as compared to the same quarter in 2000. The
Company recorded $171,053 in revenues for the quarter ended March 31, 2001, from
its financial consulting operations as compared to $809,474 for the same period
of 2000. This decrease was primarily due to a slow down in consulting activities
during the last quarter of 2000 due mostly in part to adverse conditions in the
marketplace. The company anticipates that revenues in this area will rebound as
current projects in the pipeline come to fruition.
During the quarter ended March 31, 2001 the Company sold investment securities
owned by the Company and its subsidiaries. The bulk of the securities sold were
securities that the Company and its majority owned subsidiaries acquired in past
years for services rendered to clients by the Company's consulting subsidiaries.
During the quarter ended March 31, 2001, the Company and its subsidiaries sold
$191,950 in investment securities. The Company's basis in the securities was
approximately $492,894. The company continued to liquidate securities it felt
would not rebound to prevent future losses and to provide needed working
capital.
Company Operations as a Whole
Revenues
Gross revenues for the three month periods ended March 31, 2001 were $402,181,
as compared to $1,072,666 for the same period in 2000. Gross revenues for the
quarter ended March 31, 2001 decreased 63 % over March 31, 2000. The decrease in
revenues in the quarter ended March 31, 2001, when compared to the same period
in 2000, is due to a $638,421 decrease in financial consulting, a $15,271
5
decrease in rental revenues, and a $16,793 decrease increase in gain recognition
in the quarter ended March 31, 2001 as compared to the quarter ended March 31,
2000.
Profits
The Company recorded an operating loss of $50,308 for the three period ended
March 31, 2001 as compared to an operating profit of $70,218 for the comparable
period in the year 2000. The Company recorded a net loss of $431,514 for the
three months ended March 31, 2001 compared to a net profit of $1,802,656 for the
comparable period in 2000. The Company's decrease in net profitability for the
three month period ended March 31, 2001, as compared to the same period in 2000,
was mainly the result of the lack of gains from the sale of investment
securities.
The Company expects to operate at a profit through fiscal 2001. However, there
can be no assurance that the Company will achieve profitability or that its
revenue growth can be sustained in the future.
Expenses
General and administrative expenses for the three months ended March 31, 2001
were $100,890, as compared to $303,637 for the same period in 2000. The reason
for the decrease is due to the Company's continued efforts to streamline
operations and to eliminate non-performing assets and their associated
administrative expenses.
Depreciation and amortization expenses for the three months ended March 31, 2001
and March 31, 2000 were $46,276 and $79,571, respectively. The decrease was due
to a disposition of assets during 2000.
Capital Resources and Liquidity
At the quarter ended March 31, 2001, the Company had current assets of
$4,140,528 and $12,646,510 in total assets compared to $2,918,238 of current
assets and $11,467,275 in total assets at the year ended December 31, 2000. The
Company had net working capital of $2,883,512 at the quarter ended March 31,
2001 compared to net working capital of $1,684,645 at the year ended December
31, 2000. The increase in total assets is attributable to unrealized gains on
securities available for sale for the quarter. The major contributing factor to
the change in working capital is the receipt of securities for consulting
services which have appreciated substantially in value since their receipt.
Net stockholders' equity in the Company was $5,841,140 as of March 31, 2001,
compared to $4,719,212 as of December 31, 2000. This large increase is also
attributable to the receipt of securities and their respective increase in value
mentioned above.
Net Cash flow used in operating activities was $35,986 for the quarter ended
March 31, 2001, compared to cash flow provided by operating activities of
$149,053 for the quarter ended March 31, 2000. Cash flows used in operating
activities for the three months ended March 31, 2001 are primarily attributable
to loss on the sale of investments and changes in net current liabilities.
Cash flow used by investing activities was $194,850 for the three months ended
March 31, 2001, compared to cash flow provided by investing activities of
$1,663,874 for the same period in 2000. The decrease is largely due to the
purchase of investment securities coupled with a large reduction in the proceeds
from the sale of investment securities.
6
Cash flow provided by financing activities was $260,498 for the three months
ended March 31, 2001, compared to cash flows used in financing activities of
$62,920 for the three months ended March 31, 2000. The increase was largely due
to the sale of common stock and increases in long term debt.
Due to the Company's debt service on real estate holdings, willingness to
acquire properties with negative cash flow shortages and acceptance of non-cash
assets for consulting services, the Company may experience occasional cash flow
shortages.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations
over the past three years. The Company believes that it can offset inflationary
increases in the cost of materials and labor by increasing sales and improving
operating efficiencies.
Known Trends, Events, or Uncertainties
General Real Estate Investment Risks
The Company's investments are subject to varying degrees of risk generally
incident to the ownership of real property. Real estate values and income from
the Company's current properties may be adversely affected by changes in
national or local economic conditions and neighborhood characteristics, changes
in interest rates and in the availability, cost and terms of mortgage funds, the
impact of present or future environmental legislation and compliance with
environmental laws, the ongoing need for capital improvements, changes in
governmental rules and fiscal policies, civil unrest, acts of God, including
earthquakes and other natural disasters which may result in uninsured losses,
acts of war, adverse changes in zoning laws and other factors which are beyond
the control of the Company.
Value and Illiquidity of Real Estate
Real estate investments are relatively illiquid. The ability of the Company to
vary its ownership of real estate property in response to changes in economic
and other conditions is limited. If the Company must sell an investment, there
can be no assurance that the Company will be able to dispose of it in the time
period it desires or that the sales price of any investment will recoup the
amount of the Company's investment.
Property Taxes
The Company's real property is subject to real property taxes. The real property
taxes on this property may increase or decrease as property tax rates change and
as the property is assessed or reassessed by taxing authorities. If property
taxes increase, the Company's operations could be adversely affected.
Forward Looking Statements
The information herein contains certain forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that all
forward looking statements involve risks and uncertainty, including, without
limitation, the ability of the Company to continue its expansion strategy,
changes in the real estate markets, labor and employee benefits, as well as
general market conditions, competition, and pricing. Although the Company
7
believes that the assumptions underlying the forward looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward looking statements
included in the Form 10QSB will prove to be accurate. In view of the significant
uncertainties inherent in the forward looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved
PART II
ITEM 1. LEGAL PROCEEDINGS
During the first quarter of 2001, with the exception of information provided
below no material developments occurred regarding the Company's legal
proceedings. For more information please see the Company's Form 10-KSB for the
year ended December 31, 2000
American Registrar & Transfer Company v. YP.Net, Inc. f/k/a Rigl
Corporation, Bruce M. Pritchett, Hudson Consulting Group, Inc., Montana Capital
International, Ltd. and Moore & Elrod, Inc.. American Registrar & Transfer
Company on or about March 20, 2000, filed an interpleader action in the Third
Judicial District Court, Salt Lake County, State of Utah, Civil No. 000902312.
It filed suit claiming that there was a dispute as to 732,667 shares of the
common stock of YP.Net held in the name of Hudson. Hudson accepted service of
the complaint and filed an answer, a counter claim and a cross claim. In the
counter claim Hudson asserted that American Registrar had no right to deny the
transfer of the subject shares. In the cross claim Hudson seeks damages against
YP.Net for its failure to deliver 542,667 shares of common stock due to Hudson
under the terms of a written agreement between the parties. Yp.Net has refused
to make an appearance in the case and Hudson has served its cross claim on
YP.Net, answer to that claim is due on or about the 2nd of April 2001.
Management intends to pursue its right to the transfer of the interplead shares
and the recovery of the additional shares of common stock set forth in its cross
claim. Shares of YP.Net trade on the "pink sheets" and have not traded for more
than $0.50 since September of 2000.
ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES
On January 4, 2001, the Company issued 50,000 shares of its common stock at
$0.758 per share to Wichita Development Corporation for cash pursuant to section
4(2) of the Securities Act of 1933 in an isolated private transaction by the
Company which did not involve a public offering. The Company made this offering
based on the following factors: (1) The issuance was an isolated private
transaction by the Company which did not involve a public offering, being made
to one corporation for cash; (2) there was only one offeree who was issued stock
for cash; (3) the offeree has not resold the stock but has continued to hold it
since the date of issue; (4) there were no subsequent or contemporaneous public
offerings of the stock; (5) the stock was not broken down into smaller
denominations; and (6) the negotiations for the sale of the stock took place
directly between the offeree and the Company.
On March 1, 2001, the Company sold 406,349 shares of restricted common stock to
Wichita Development Corporation in return the Company received $200,000 in cash
and 1,760,702 shares of common stock of Wichita Development Corporation. The
shares sold by the Company were valued at $.75 per share for a total value of
$304,761.75. The Wichita Development Corporation shares received were valued at
$.0595 per share or a value of $104,761.75. The Company issued the shares
pursuant to section 4(2) of the Securities Act of 1933 in an isolated private
transaction by the Company which did not involve a public offering. The Company
made this offering based on the following factors: (1) The issuance was an
8
isolated private transaction by the Company which did not involve a public
offering, being made to a single corporation for cash and shares of the
corporation; (2) there was only one offeree who was issued stock for a
combination of cash and stock; (3) the offeree has not resold the stock but has
continued to hold it since the date of issue; (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6) the negotiations for the sale of the stock
took place directly between the offeree and the Company.
Axia Group, Inc., its subsidiaries, and its officers and directors own in excess
of 50% of the outstanding shares of Witchita Development Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 13 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. The Company filed one report on Form 8-K during
the quarter for which this report is filed.
i. On March 1, 2001, the Company filed a Form 8K
disclosing the sale of 406,349 restricted shares of
its common stock to Wichita Development Corporation
in exchange for a cash payment of $200,000 and
1,706,702 restricted shares of the common stock of
Wichita.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized, this 18th day of May, 2001.
AXIA GROUP, INC.
/s/ Richard D. Surber
-------------------------------
Richard D. Surber May 18, 2001
President, Chief Executive Officer and Director
/s/ Ed Haidenthaller May 18, 2001
---------------------------------
Ed Haidenthaller
Chief Financial Officer
10
INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
3(i) * Articles of Incorporation of the Company (note that
these were amended by the Articles of Merger
constituting Exhibit 2 to this Form 10-KSB)
(incorporated herein by reference from Exhibit No.
3(i) to the Company's Form 10-KSB for the year ended
December 31, 1993).
3(ii) * Bylaws of the Company, as amended (incorporated
herein by reference from Exhibit 3(ii) of the
Company's Form 10 KSB for the year ended December 31,
1995).
10(i)(d) * Stock Purchase Agreement dated July 18, 2000 between the
Company and World Alliance Consulting, Inc. for the purchase
of 2,850,000 shares of the common stock of Chattown.com
Network Inc., in exchange for the transfer of 100 percent
of the Company's stock in holdings in the following
corporations: Oasis International Corporation, Adobe Hills
Ranch II, LLC, Diversified Holdings II, Inc., Diversified
Holdings III, Inc., Diversified Holdings V, Inc.,
Diversified Land & Cattle Co., Great Basin Water
Corporation, Lexington 3 Mile East Terrace Mountain
Estates, Inc., and East Little Pigeon Mountain Estates.
Inc., (incorporated herein by reference from the
Company's Form 8-K filed on July 25, 2000).
* Stock Purchase Agreement dated February 27, 2001,
between the Company and Wichita Development
Corporation for the sale of 406,349 shares of the
common stock in exchange for $200,000 and the
transfer of 1,706,702 shares of common stock of
Wichita Development Corporation, (incorporated herein
by reference from the Company's Form 8-K filed on
March 1, 2001).
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.
11