UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report: June 15, 2004
Axia Group, Inc.
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(Exact Name of Registrant as Specified on its Charter)
I-9418 87-0509512
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(Commission File Number) (IRS Employer Identification Number)
NEVADA
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(State or Other Jurisdiction of Incorporation or Organization)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
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(Address of Principal Executive Offices)
(801) 575-8073
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(Registrant's Telephone Number, Including Area Code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 15, 2004 Axia Group, Inc. closed on an agreement previously entered into
with Jody R. Regan that provided for the acquisition of a controlling interest
in the registrant in exchange for a cash payment in the sum of $50,000. At the
conclusion of the transaction Mr. Regan held 10,000,000 shares of the common
stock of Axia or 79.65% of all issued and outstanding shares of common stock.
The funds were paid in cash from the personal resources of Mr. Regan.
Mr. Regan is currently serving as the Vice-President and General Manager of D &
R Crane, Inc. He has over 30 years experience as a field technician, estimator,
sales and in management. Mr. Regan has a record of success in sales of new
systems and in directing operation for D & R Crane, Inc. D & R Crane, Inc. was
established in 1991 as an overhead crane and hoist service company. D & R has
moved into manufacturing of material handling systems, it currently serves
customers throughout southern California.
Mr. Regan has also entered into a private agreement to purchase from Richard
Surber, president of Axia Group, Inc. 1,000 shares of preferred stock for a
purchase price of $50,000.
ITEM 7. Financial Statements and Exhibits
Financial Statements: Pro forma financial statements or consolidated quarterly
statements will be filed by amendment within the time allowed by rule, if
required.
The following exhibits are included as part of this report:
EXHIBIT PAGE
NO. NO. DESCRIPTION
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1 4 Stock Purchase Agreement dated May 25, 2004, between Axia
Group, Inc. and Jody R. Regan
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 15, 2004
Axia Group, Inc.
By: /s/ Richard Surber
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Richard Surber, President and Director
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Exhibit 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 25th day
of May, 2004 by and between Axia Group, Inc., a Nevada corporation ("Axia"), and
Jody R. Regan, a resident of the State of California ("Purchaser").
Recitals
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Axia desires to sell and transfer Ten Million (10,000,000) restricted
shares of the common stock of Axia to Purchaser at a per share price of $0.005
and Purchaser desires to purchase and acquire Ten Million (10,000,000)
restricted shares of the common stock of Axia, par value $0.001 per share at a
price of $0.005 per share (the "Shares"), in a private non-registered
transaction in exchange for a cash payment of Fifty Thousand dollars ($50,000).
Agreement
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In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:
1. Purchase and Sale of Shares. Axia agrees to transfer the Shares to
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Purchaser and Purchaser agrees to acquire the Shares from Axia.
Immediately after Axia receives the purchase price from Purchaser, it
will direct its transfer agent to issue the Shares to Purchaser.
2. Purchase Price. As consideration for the Shares, Purchaser shall pay to
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Axia the sum of Fifty Thousand dollars ($50,000), representing a
purchase price equal to $0.005 per share for a total number of shares
of 10,000,000.
3. Representation and Warranties of Purchaser. Purchaser represents and
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warrants that:
a. Purchaser is an individual resident of the State of
California.
b. Purchaser has such knowledge and expertise in financial and
business matters that he is capable of evaluating the merits
and substantial risks of the purchase of the Shares and is
able to bear the economic risks relevant to the purchase of
the Shares hereunder and has received all information
regarding Axia that he has requested and believes relevant to
making an informed decision to acquire the Shares, including
but not limited to the 10-KSB for December 31, 2003 and other
filings by Axia with the Securities and Exchange Commission.
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c. Purchaser had individual gross income (exclusive of any income
attributable to his spouse) of more than $200,000 in each of
the most recent two tax years and he reasonably expects to
have an individual gross income of excess of $200,000 for the
current tax year. Purchaser is a sophisticated investor with
experience in business and investment matters. Purchaser's
investment in the common stock does not exceed 10% of his net
worth.
d. Purchaser is relying solely upon independent consultation with
his professional, legal, tax, accounting and such other
advisors as Purchaser deems to be appropriate in purchasing
the Shares; Purchaser has been advised to and is hereby again
advised to, and has consulted with, his professional tax and
legal advisors with respect to any tax consequences of
purchasing the Shares.
e. Purchaser understands that DHX is relying upon Purchaser's
representations and warranties as contained in this Agreement
in consummating the sale and transfer of the Shares.
Therefore, Purchaser agrees to indemnify DHX against, and hold
it harmless from, all losses, liabilities, costs, penalties
and expenses (including attorney's fees) which arise as a
result of a sale, exchange or other transfer of the Shares
other than as permitted under this Agreement.
4. Representations and Warranties of Axia. Axia represents and warrants
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that:
a. Axia is a corporation duly organized and validly existing
under the laws of the State of Nevada.
b. Axia has valid title to the Shares which it is transferring to
DHX pursuant to this Agreement. There are no claims, liens,
security interests, or other encumbrances upon the Shares.
c. Axia is relying solely upon its independent consultation with
its professional, legal, tax, accounting and such other
advisors as Axia deems to be appropriate in transferring the
Shares; Axia has been advised to, and has consulted with, its
professional tax and legal advisors with respect to any tax
consequences of transferring the Shares.
d. All corporate action on the part of Axia required for the
lawful execution and delivery of this Agreement and the
issuance, execution and delivery of the Shares has been duly
and effectively taken. Upon execution and delivery, this
Agreement will constitute a valid and binding obligation of
Axia, enforceable in accordance with its terms, except as the
enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting
creditors' rights generally.
5. Survival of Representations, Warranties and Covenants.
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The representations, warranties and covenants made by Axia and DHX in
this Agreement shall survive the purchase and sale of the Shares.
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6. Restrictions on Transfer.
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The Shares have not been registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities statutes.
DHX acknowledges that unless a registration statement with respect to
the Shares is filed and declared effective by the Securities and
Exchange Commission and the appropriate state governing agency, the
Shares have or will be issued in reliance on specific exemptions from
such registration requirements for a single transaction by an issuer
not involving a public offering and specific exemptions under the state
statutes. Any disposition of the Shares may, under certain
circumstances, be inconsistent with such exemption therefrom after the
person desiring to sell provides an opinion of counsel or other
evidence satisfactory to the Company to the effect that registration is
not required. In some such states, specific conditions must be met or
approval of the securities regulatory authorities required before any
such offer or sale or other transfer thereof. The following legend
shall appear on the certificate(s) representing the Shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND ARE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE
144 PROMULGATED UNDER THE SECURITIES ACT. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH
RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.
7. Miscellaneous.
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a. In the event any one or more of the provisions contained in
this Agreement are for any reason held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of
this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.
b. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, legal
representatives, successors, and permitted assigns. The
parties hereto may not transfer or assign any part of their
rights or obligations except to the extent expressly permitted
by this Agreement.
c. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the sale of
the Shares and may not be modified or amended except in
writing signed by both parties.
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d. No term or condition of this Agreement shall be deemed to have
been waived nor shall there be any estoppel to enforce any
provision of this Agreement except by written instrument of
the party charged with such waiver or estoppel.
e. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Utah,
without regard to its law on the conflict of laws. Any dispute
arising out of this Agreement shall be brought in a court of
competent jurisdiction in Salt Lake County, State of Utah. The
parties exclude any and all statutes, laws and treaties which
would allow or require any dispute to be decided in another
forum or by other rules of decision than provided in this
Agreement.
f. Any notice or other communication required or permitted by
this Agreement must be in writing and will be deemed to be
properly given when delivered in person to an officer of the
other party, when deposited in the United States mails for
transmittal by certified or registered mail, postage prepaid,
or when deposited with a public telegraph company for
transmittal, or when sent by facsimile transmission charges
prepared, provided that the communication is addressed:
In the case of Axia: Axia Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone: (801) 575-8073
Telefax: (801) 575-8092
Attention: Gerald Einhorn, Vice-President
(ii) In the case of Purchaser: Jody R. Regan
12366 Winter Garden Drive
Lakeside, California 92040
Telephone: (619) 328-1064
Telefax: (619)444-1938
or to such other person or address designated in writing by Axia or
Purchaser to receive notice.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.
Axia Group, Inc. Purchaser: Jody R. Regan
By: /s/ Richard Surber /s/ Jody R. Regan
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Richard Surber, President Jody R. Regan, Individually
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