<SUBMISSION>
<ACCESSION-NUMBER>0000788738-02-000049
<TYPE>SC 13D
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<CONFORMED-NAME>AXIA GROUP INC/UT
<CIK>0000788738
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<STATE-OF-INCORPORATION>NV
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<STATE>UT
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<FORMER-CONFORMED-NAME>CYBERAMERICA CORP
<DATE-CHANGED>19960620
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CANTON INDUSTRIAL CORP
<DATE-CHANGED>19950412
</FORMER-COMPANY>
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<COMPANY-DATA>
<CONFORMED-NAME>KELLYS COFFEE GROUP INC
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<STATE>UT
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<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>WELCOM CAPITAL INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GREAT EARTH VITAMIN GROUP INC
<DATE-CHANGED>19940107
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LEGACY CAPITAL CORPORATION INC
<DATE-CHANGED>19900904
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<TYPE>SC 13D
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<FILENAME>kelly13d0202.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934


                            Kellys Coffee Group, Inc.
                                (Name of Issuer)


                         Common Stock, par value $0.001
                         (Title of Class of Securities)

                                   488159-10-4
                                 (CUSIP Number)


Richard D. Surber, 268 West 400 South, Salt Lake City, Utah 84101 (801) 575-8073
                  (Name, address and telephone number of person
                authorized to receive notices and communications)


                                February 22, 2002
             (Date of Event which Requires Filing of This Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).



                                       -1-

<PAGE>



                                  SCHEDULE 13D
CUSIP No. 488159 10 4
--------------------------------------------------------------------------------
1)  NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Axia Group, Inc.  ("Axia")

--------------------------------------------------------------------------------
2)  CHECK THE APPROPRIATE BOX IF  A MEMBER OF A GROUP
                                                     (A) ( X )
                                                     (B) (   )
--------------------------------------------------------------------------------
3)  SEC USE ONLY


--------------------------------------------------------------------------------
4)  SOURCE OF FUNDS

WC

--------------------------------------------------------------------------------
5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E).        [   ]

--------------------------------------------------------------------------------
6)  CITIZENSHIP OR PLACE OF ORGANIZATION

Axia does business in the State of Utah and is incorporated in the State of
Nevada.

--------------------------------------------------------------------------------
NUMBER OF                  7)  SOLE VOTING POWER                     255,705,000
SHARES
BENEFICIALLY
OWNED BY                   8)  SHARED VOTING POWER                     7,038,340
EACH
REPORTING
PERSON WITH                9)  SOLE DISPOSITIVE POWER                255,705,000


                           10)  SHARED DISPOSITIVE POWER               7,038,340

--------------------------------------------------------------------------------
11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Axia Group, Inc. 262,743,340

--------------------------------------------------------------------------------
12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (  )

--------------------------------------------------------------------------------
13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

84.7%

--------------------------------------------------------------------------------
14)  TYPE OF REPORTING PERSON

CO


                                       -2-

<PAGE>



                                  SCHEDULE 13D

CUSIP No. 488159 10 4
--------------------------------------------------------------------------------
1)  NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard D. Surber

--------------------------------------------------------------------------------
2)  CHECK THE APPROPRIATE BOX IF  A MEMBER OF A GROUP
                                                       (A) ( X )
                                                       (B) (   )
--------------------------------------------------------------------------------
3)  SEC USE ONLY

--------------------------------------------------------------------------------
4)  SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E).              [   ]
--------------------------------------------------------------------------------
6)  CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Surber is a United States Citizen

--------------------------------------------------------------------------------
NUMBER OF                  7)  SOLE VOTING POWER                       6,549,200
SHARES
BENEFICIALLY
OWNED BY                   8)  SHARED VOTING POWER                   262,743,340
EACH
REPORTING
PERSON WITH                9)  SOLE DISPOSITIVE POWER                  6,549,200


                           10)  SHARED DISPOSITIVE POWER             262,743,340

--------------------------------------------------------------------------------
11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         269,292,540

--------------------------------------------------------------------------------
12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (  )

--------------------------------------------------------------------------------
13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         86.9%

--------------------------------------------------------------------------------
14)  TYPE OF REPORTING PERSON

IN



                                       -3-

<PAGE>




Item 1.  Security and Issuer

This schedule relates to common stock, par value $0.001 per share, of Kellys
Coffee Group, Inc. ("Common Stock"). Kellys Coffee Group, Inc. ("Kellys") is a
Nevada corporation with principal offices at 268 West 400 South, Salt Lake City,
Utah 84101.

Item 2.  Identity and Background

(a)  This schedule is filed by Richard Surber, an individual ("Surber"); and
     Axia Group, Inc., a Nevada corporation ("Axia").

(b)  The business address for Surber and Axia is 268 West 400 South, Salt Lake
     City, Utah 84101.

(c)  (i) The principal business of Axia is that of a holding company, with
     subsidiaries which are involved in real estate investment and financial
     consulting. (ii) Mr. Surber is an attorney and a business consultant. He is
     also the president of Axia.

(d)  Neither Surber nor Axia have been convicted in a criminal proceeding
     (excluding traffic violations and similar misdemeanors) during the last
     five years.

(a)  During the last five years neither Surber nor Axia has been a party to a
     civil proceeding that resulted in a judgment, decree or final order
     enjoining future violations of, or prohibiting or mandating activities
     subject to, federal or state securities laws, or a finding of any violation
     with respect to such laws.

(b)  Axia is a Nevada corporation. Surber is a United States Citizen.

Item 3.  Source and Amount of Funds or Other Consideration

Axia

Axia received a total of 255,100,000 shares of Kellys common stock pursuant to
an Agreement dated February 15, 2002 wherein Kellys purchased all of the assets
of Axia in exchange for 255,100,000 shares of its common stock. Prior to this
transaction Axia owned 605,000 Kellys shares. A total of 7,038,340 shares are
attributed beneficially to Axia and are owned as follows: as an indirect owner
of Hudson Consulting Group, Inc., a Nevada Corporation ("Hudson"), Axia has
beneficial ownership of 3,904,720 shares which are currently owned by Hudson,
which shares remain from shares which were originally acquired by Hudson in
three transactions. Two million (2,000,000) shares were acquired on August, 12,
1998 for consulting services, 3,842,570 additional shares were acquired pursuant
to a stock purchase agreement between Hudson and Terrence Butler for $40,000
cash on June 23, 1999, and thirty thousand (30,000) shares were purchased on the
open market on August 7, 1999 at a price of $0.04 per share. As an indirect
owner of Oasis International Hotel & Casino, Inc., a Nevada Corporation
("Oasis"), Axia has beneficial ownership of 3,133,620 shares which are currently
owned by Oasis, which shares remain from 6,500,000 shares which were acquired by
Oasis in full satisfaction for mortgage payments totaling $170,000 owed to it by
Oasis Resorts International, Inc. (fka Flexweight Corporation). Oasis Resorts
International, Inc. acquired the Kellys shares in exchange for shares of Oasis
Resorts International, Inc. shares of common stock. Axia has no legal ownership
interest in the aforesaid shares, the beneficial ownership of which is

                                       -4-

<PAGE>




attributed to it because of its control of Kellys, which owns Hudson and Oasis.

Surber

Richard Surber acquired 8,000,000 Kellys shares for investment purposes on
November 1, 1999 for services rendered to Kellys as its president. He received
an additional 250,000 shares on February 28, 2000 for services as president of
Kellys pursuant to an employee benefit plan. Richard Surber presently owns
6,549,200 shares. A total of 262,743,340 shares are attributed beneficially to
Surber and are owned as follows: as president of Hudson, Surber has beneficial
ownership of the 3,904,720 shares which are currently owned by Hudson. As
president of Oasis, Surber has beneficial ownership of 3,133,620 shares which
are currently owned by Oasis. As president of Axia, Surber has beneficial
ownership of 255,705,000 shares which are currently owned by Axia. Surber has no
legal ownership interest in the shares of Axia, Hudson and Oasis. The beneficial
ownership of the Axia, Hudson and Oasis shares is attributed to him because of
his position as president of Axia, Hudson and Oasis.

Item 4.  Purpose of Transaction

The following discussion states the purpose or purposes of the acquisition of
securities of the issuer and describes any plans or proposals resulting in
material transactions with Kellys.

Axia

Axia acquired its shares in Kellys pursuant to an Agreement dated February 15,
2002 (Exhibit "A"), whereby Axia transferred nearly all of its assets to Kellys
in exchange for 255,100,000 shares of Kellys' common voting stock (the
"Transaction"). Axia's purpose in carrying out the Transaction was to obtain in
excess of 80% of the issued and outstanding shares of Kellys, thereby making
Kellys a subsidiary of Axia. Axia has no present plans to acquire additional
shares of Kellys. The effect of the transaction is to reorganize Axia's
corporate structure and allow Axia to maintain control of its transferred
assets.

The result of the Transaction was that Kellys acquired business operations and
became a majority owned subsidiary of Axia. The Transaction allowed Axia to
transfer its assets to Kellys in exchange for an majority ownership position in
excess of 80% of the outstanding shares of Kellys. As a part of the Transaction,
Axia agreed that none of the 255,100,000 shares issued in the transaction would
be sold into the public market for at least two (2) years from the date of the
Transaction. However, Axia does retain the right to otherwise sell or distribute
the 255,100,000 shares in private transactions or distributions to its
shareholders. The 255,100,000 shares will carry a legend that prohibits their
sale into the public market for a period of two years from the date of the
Transaction. In the event of transfer of any of the 255,100,000 shares by Axia,
the transferee(s) will be bound by the restrictive legend on the shares. The
Transaction allows Kellys to own and control substantially all the former assets
of Axia and gives business operations to Kellys. Axia is a holding company which
now owns the controlling interest in Kellys. All of the former subsidiaries of
Axia, including Hudson and Oasis are now owned by Kellys. These subsidiaries are
in the business of real estate investment and financial consulting.

Axia has no immediate plans which would involve any sale or transfer of a
material amount of Kellys' assets. Axia does contemplate adding additional
directors to the Kellys Board of Directors, however, no decision has been made
as to the actual number of directors which will be added, nor as to the identity
of any candidates for such positions. It is contemplated that once the Kellys
Board of Directors is reorganized, that there will be additional officers

                                       -5-

<PAGE>




appointed to help in the management of Kellys.

Axia does not have any current plans which would involve a change in the
capitalization of Kellys or a change in its dividend policies. Axia does intend
to cause Kellys to amend its Articles of Incorporation for the purpose of
changing the name of the corporation to "Nexia Group, Inc." Axia does not
contemplate any change in Kellys' by-laws or the status of its common stock. The
business of Kellys will change in that Kellys will now oversee the operations of
its subsidiaries and their businesses.

Except as set forth above, Axia does not have any future plans which are
intended to carry out any other material changes in the business or corporate
structure of Kellys; make any changes in its corporate charter or by-laws; take
any action to delist Kellys' securities from trading; or to terminate the
registration of any shares of Kellys pursuant to Section 12(g)(4) of the
Securities Act of 1934.

Surber

Surber obtained his personal Kellys shares in November 1999 and February 2000,
for investment purposes, and has no current plans to purchase additional shares
of Kellys. Surber has acquired no additional securities which are being reported
herein. Surber concurred in the action of Axia wherein it acquired shares in
Kellys pursuant to an Agreement dated February 15, 2002 (Exhibit "A"), whereby
Axia transferred all of its assets to Kellys in exchange for 255,100,000 shares
of Kellys' common voting stock. Axia's purpose in carrying out the Transaction
was to obtain in excess of 80% of the issued and outstanding shares of Kellys,
thereby making Kellys a subsidiary of Axia.

Surber is not aware of any immediate plans which would involve any sale or
transfer of a material amount of Kellys' assets. Axia, with the concurrence of
Surber does contemplate adding additional directors to the Kellys Board of
Directors, however, no decision has been made as to the actual number of
directors which will be added, nor as to the identity of any candidates for such
positions. It is contemplated that once the Kellys Board of Directors is
reorganized that there will be additional officers appointed to help in the
management of Kellys.

Surber does not have any current plans which would involve a change in the
capitalization of Kellys or a change in its dividend policies. Surber does
intend to concur with the action of Axia to cause Kellys to amend its Articles
of Incorporation for the purpose of changing the name of the corporation to
"Nexia Group, Inc." Surber does not contemplate any change in Kellys' by-laws or
the status of its common stock. The business of Kellys will change in that
Kellys will now oversee the operations of its subsidiaries and their businesses.

Except as set forth above, Surber does not have any future plans which are
intended to carry out any other material changes in the business or corporate
structure of Kellys; make any changes in its corporate charter or by-laws; take
any action to delist Kellys' securities from trading; or to terminate the
registration of any shares of Kellys pursuant to Section 12(g)(4) of the
Securities Act of 1934.

Item 5.  Interest in Securities of the Issuer

(a)  (i) The aggregate number of the class of securities, identified pursuant to
     Item 1, beneficially owned by Axia is 262,743,340. The percentage of the
     class of securities, identified pursuant to Item 1, beneficially owned by
     Axia is 84.8%.

                                       -6-

<PAGE>





     (ii) The aggregate number of the class of securities, identified pursuant
     to Item 1, beneficially owned by Surber is 269,292,540. The percentage of
     the class of securities, identified pursuant to Item 1, beneficially owned
     by Surber is 86.9%.

(b)  (i) For Axia the number of shares as to which there is sole power to vote
     or to direct the vote is 255,705,000, the number of shares with the shared
     power to vote or to direct the vote is 7,038,340, the number of shares with
     the sole power to dispose or to direct the disposition is 255,705,000, the
     number of shares with shared power to dispose or to direct the disposition
     is 7,038,340. Axia is a holding company with subsidiaries which are in the
     business of real estate investment and financial consulting.

     (ii) For Surber the number of shares as to which there is sole power to
     vote or to direct the vote is 6,549,200, the number of shares with the
     shared power to vote or to direct the vote is 262,743,340, the number of
     shares with the sole power to dispose or to direct the disposition is
     6,549,200, the number of shares with shared power to dispose or to direct
     the disposition is 262,743,340. Surber is a licensed attorney. He is the
     president of Kellys, Hudson, Axia, and Oasis.

(c)  With the exception of the transactions by Richard D. Surber, which are
     listed below, there were no transactions in the class of securities
     reported on that were effected during the last sixty (60) days aside from
     those discussed in Item 4.

     Within the past 60 days, Richard D. Surber has sold shares of Kellys as set
out below:


Transaction Date         Amount Sold             Price
December 21, 2001        10,000                  $0.075
December 21, 2001        10,000                  $0.07
December 24, 2001        20,000                  $0.08


(d)  No person aside from the reporting persons listed herein has the right to
     receive or power to direct the receipt of dividends from, or the proceeds
     from the sale of, such securities.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

There are currently no contracts, arrangements, or understandings with respect
to securities of Kellys. However, Axia is the majority owner of Kellys. Richard
Surber serves as an officer and director of Axia. Richard Surber also serves as
president and director of Kellys. Richard Surber's intentions are to attempt to
improve the financial position of Kellys through overseeing its operations, the
operations of its subsidiaries and by attempting to find additional operations
for Kellys through a merger or acquisition.

Surber and Axia intend to help Kellys identify and acquire additional favorable
business opportunities. Kellys will continue to review and evaluate business
ventures for possible acquisition or participation by Kellys. Kellys has not

                                       -7-

<PAGE>



entered into any agreement, nor does it have any commitment or understanding to
enter into or become engaged in a transaction as of the date of this filing.
However, Kellys continues to investigate, review, and evaluate business
opportunities as they become available and will seek to acquire or become
engaged in business opportunities at such time as specific opportunities
warrant. Consequently, all shares owned by Surber, Axia, Hudson and Oasis may be
voted in favor of any proposal submitted to the shareholders of Kellys to effect
such a transaction.

Item 7.  Material to Be Filed as Exhibits.

     A.   Attached hereto as Exhibit 1 is the Stock Purchase Agreement dated
          February 15, 2002 between Kellys Coffee Group, Inc. and Axia Group,
          Inc.

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                Axia Group, Inc.


Date:  Feb. 27, 2002      /s/ Richard D. Surber
      --------------     --------------------------------------
                         Richard D. Surber, President


Date:  Feb. 27, 2002      /s/ Richard D. Surber
      --------------     --------------------------------------
                         Richard D. Surber, an individual





Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).












                                       -8-

<PAGE>



                                    Exhibit 1





                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of February 15, 2002,
by and among Axia Group, Inc., a Nevada corporation ("Axia"), and Kelly's Coffee
Group, Inc., a Nevada corporation ("Kelly's").

                              W I T N E S S E T H:

         WHEREAS, Axia owns a majority, controlling or beneficial interest in
shares of the common stock of certain corporations detailed in Exhibit "A" of
the Disclosure Schedule to this Agreement ("Axia Companies"); and

         WHEREAS, the Axia Companies own certain real and personal property
detailed in Exhibit "B" of the Disclosure Schedule to this Agreement; and

         WHEREAS, Axia owns certain securities detailed in Exhibit "C" of the
Disclosure Schedule to this Agreement ("Axia Shares"); and

         WHEREAS, Kelly's desires to acquire, through the issue of its
restricted common stock, the Axia Companies and the Axia Shares; and

         WHEREAS, Axia desires to sell the Axia Companies and the Axia Shares on
the terms and conditions set forth herein;

         WHEREAS, the parties enter into this Agreement with the understanding
and intention that the transaction described herein will qualify as a tax-free
reorganization under the provisions of the Internal Revenue Code of 1986, as
amended.

         NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:

                                    ARTICLE I

                               EXCHANGE OF SHARES

     1.1 Exchange of Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date (as hereinafter defined):

     (a) Kelly's shall issue and deliver to Axia two hundred and fifty five
million one hundred thousand (255,100,000) shares of the authorized but unissued
shares of Kelly's common stock, subject to a two (2) year restriction on any
sale as defined in the Restriction on Sale of Securities Agreement attached as
Exhibit "D" of the Disclosure Schedule to this Agreement, and



                                         1

<PAGE>




     (b) Axia agrees to deliver to Kelly's, its interest in each of the Axia
Companies as detailed in Exhibit "A" of the Disclosure Schedule hereto and the
Axia Shares as set forth in Exhibit "C" of the Disclosure Schedule hereto.

     1.2 Time and Place of Closing. The closing of the transactions contemplated
hereby ("Closing") shall take place at the offices of Hudson Consulting Group,
Inc. on or before February 22, 2002 ("Closing Date") at 10:00 A.M., M.S.T., or
at such other place or time as the parties may agree.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Axia represents and warrants to Kelly's that now and/or as of the Closing:

     2.1 Due Organization and Qualification; Subsidiaries; Due Authorization.

     (a) Axia and the Axia Companies are corporations duly incorporated, validly
existing and in good standing under the laws of their respective state
jurisdictions, with full corporate power and authority to own, lease and operate
their respective business and properties and to carry on their respective
business' in the places and in the manner as presently conducted or proposed to
be conducted. Axia and the Axia Companies are in good standing as foreign
corporations in each jurisdiction in which properties are owned, leased or
operated, or business conducted.

     (b) Axia does not own, directly or indirectly, a material interest in any
corporation, firm, partnership, joint venture or other entity, other than those
set forth in Exhibit "A" of the Disclosure Schedule which accompanies this
Agreement and is incorporated herein by reference. All the outstanding shares of
capital stock of the Axia Companies are owned free and clear of all liens, there
are no contracts, agreements, arrangements, options, warrants, calls,
commitments or other rights of any character obligating or entitling the Axia
Companies to issue, sell, redeem or repurchase any of their securities, and
there are no outstanding securities of any kind convertible into or exchangeable
for securities of any of the Axia Companies.

     (c) Axia has all requisite corporate power and authority to execute and
deliver this Agreement, and to consummate the transactions contemplated hereby.
Axia has taken all corporate action necessary for the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby, and
this Agreement constitutes the valid and binding obligation of Axia, enforceable
against Axia in accordance with its respective terms, except as may be affected
by bankruptcy, insolvency, moratoria or other similar laws affecting the
enforcement of creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding there for may be brought.

     2.2 No Conflicts or Defaults. The execution and delivery of this Agreement
by Axia and the consummation of the transactions contemplated hereby do not and
shall not (a) contravene the Certificate of Incorporation or By-laws of Axia or
(b) with or without the giving of notice or the passage of time and subject to
obtaining such consents prior to the Closing, violate, conflict with, or result
in a breach of, or a default or loss of rights under, any material covenant,
agreement, mortgage, indenture, lease, instrument, permit or license to which



                                        2

<PAGE>



Axia or any of the Axia Companies are party or by which Axia or any of the Axia
Companies are bound, or any judgment, order or decree, or any law, rule or
regulation to which Axia or any of the Axia Companies or any of their respective
assets are subject.

     2.3 Capitalization. All shares of the Axia Companies are duly authorized,
validly issued, fully paid and non-assessable, and were not issued in violation
of any preemptive right of the stockholders. The Axia Companies shares are not
subject to any preemptive or subscription right, any voting trust agreement or
other contract, agreement, arrangement, option, warrant, call, commitment or
other right of any character obligating or entitling Axia to issue, sell, redeem
or repurchase any of the Axia Companies shares, and there are no outstanding
securities of any kind convertible into or exchangeable into shares of the Axia
Companies.

     2.4 Financial Statements. The Axia September 30, 2001 Form 10-QSB, and the
related statements of operations, stockholders' equity and cash flows for the
fiscal quarter and year then ended, including the notes thereto, as reviewed by
Tanner + Co., certified public accountants are incorporated by reference into
this Agreement ("Axia Financial Statements"). The Axia Financial Statements,
have been prepared in accordance with U.S. generally accepted accounting
principles applied on a basis consistent throughout all periods presented,
subject to audit adjustments, which are not expected to be material. Such
statements present fairly the financial position of Axia as of the dates and for
the periods indicated. The books of account and other financial records of Axia
have been maintained in accordance with good business practices.

     2.5 Further Financial Matters. Neither Axia nor any of the Axia Companies
have any material liabilities or obligations, whether secured or unsecured,
accrued, determined, absolute or contingent, asserted or unasserted or
otherwise, which are required to be reflected or reserved in a balance sheet or
the notes thereto, under generally accepted accounting principles, that are not
reflected in the Axia Financial Statements.

     2.6 Taxes. Axia and the Axia Companies have filed all United States
federal, state, county, local and foreign national, provincial and local returns
and reports which were required to be filed on or prior to the date hereof in
respect of all income, withholding, franchise, payroll, excise, property, sales,
use, value-added or other taxes or levies, imposts, duties, license and
registration fees, charges, assessments or withholdings of any nature whatsoever
(together, "Taxes"). All such returns and reports filed on or prior to the date
hereof have been properly prepared and are true, correct (and to the extent such
returns reflect judgments made by Axia or the Axia Companies, as the case may
be, such judgments were reasonable under the circumstances) and complete in all
material respects. No tax return or tax return liability of Axia or any of the
Axia Companies have been audited or, are presently under audit to the best of
Axia's knowledge. Neither Axia nor any of the Axia Companies have been given or
have requested waivers of any statute of limitations relating to the payment of
any Taxes (or any related penalties, fines and interest). All payments for
withholding taxes, unemployment insurance and other amounts required to be paid
for periods prior to the date hereof to any governmental authority in respect of
employment obligations of Axia and the Axia Companies, including, without
limitation, amounts payable pursuant to the Federal Insurance Contributions Act,






                                         3

<PAGE>

have been paid or shall be paid prior to the Closing and have been duly provided
for on the books and records of Axia and in the Axia Financial Statements.

     2.7 Indebtedness; Contracts; No Defaults.

     (a) Copies of all material instruments, agreements, indentures, mortgages,
guarantees, notes, commitments, accommodations, letters of credit or other
arrangements or understandings, whether written or oral, to which Axia or any of
the Axia Companies are party have previously been delivered to, or otherwise
made available to Kelly's. An instrument is considered material for the purposes
of this Section 2.7(a) if it provides for expenditures or receipts of more than
$100,000.

     (b) Neither Axia, nor any of the Axia Companies are in breach in any
material respect of, or in default in any material respect under, any material
contract, agreement, arrangement, commitment or plan to which Axia or any of the
Axia Companies are party, and no event or action has occurred, is pending or is
threatened, which, after the giving of notice, passage of time or otherwise,
would constitute or result in such a material breach or material default by Axia
or any of the Axia Companies. Neither Axia nor any of the Axia Companies have
received any notice of default under any contract, agreement, arrangement,
commitment or plan to which it is a party, which default has not been cured to
the satisfaction of, or duly waived by, the party claiming such default on or
before the date hereof.

     2.8 Personal Property. Axia and the Axia Companies have good and marketable
title to all of their tangible personal property and assets, including, without
limitation, all of the assets reflected in the Axia Financial Statements, that
have not been disposed of in the ordinary course of business as of September 30,
2001, free and clear of all liens or mortgages, except for any lien for current
taxes not yet due and payable and such restrictions, if any, on the disposition
of securities as may be imposed by federal or applicable state securities laws.

     2.9 Real Property. Exhibit "B" of the Disclosure Schedule sets forth a true
and complete list of all material real property owned by Axia and Axia
Companies.

     2.10 Compliance with Law.

     (a) Neither Axia nor any of the Axia Companies are conducting their
respective business or affairs in material violation of any applicable federal,
state or local law, ordinance, rule, regulation, court or administrative order,
decree or process, or any requirement of insurance carriers. Neither Axia nor
any of the Axia Companies have received any notice of violation or claimed
violation of any such law, ordinance, rule, regulation, order, decree, process
or requirement.

     (b) Axia and the Axia Companies are in compliance in all material respects
with all applicable federal, state, local and foreign laws and regulations
relating to the protection of the environment and human health. There are no
claims, notices, actions, suits, hearings, investigations, inquiries or
proceedings pending or, to the knowledge of Axia, threatened against Axia or any
of the Axia Companies that are based on or related to any environmental matters
or the failure to have any required environmental permits, and there are no past





                                        4

<PAGE>


or present conditions that Axia has reason to believe are likely to give rise to
any material liability or other obligations of Axia or any of the Axia Companies
under any environmental laws, except as has been otherwise disclosed to Kelly's.

     2.11 Permits and Licenses. Axia and the Axia Companies have all
certificates of occupancy, rights, permits, certificates, licenses, franchises,
approvals and other authorizations as are reasonably necessary to conduct their
respective business' and to own, lease, use, operate and occupy their assets, at
the places and in the manner now conducted and operated, except those the
absence of which would not materially adversely affect their respective
business. Neither Axia nor any of the Axia Companies have re ceived any written
or oral notice or claim pertaining to a failure to obtain any material permit,
certificate, license, approval or other authorization required by any federal,
state or local agency or other regulatory body, the failure of which to obtain
would materially and adversely affect their business'.

     2.12 Ordinary Course. Axia and the Axia Companies have conducted their
business', maintained real property and equipment and kept books of account,
records and files, substantially in the same manner as previously conducted,
maintained or kept and solely in the ordinary course.

     2.13 No Adverse Changes. There have been no (a) material adverse changes in
the business, prospects, the financial or other condition, or the respective
assets or liabilities of Axia and the Axia Companies as reflected in the Axia
Financial Statements, (b) material losses sustained by Axia or the Axia
Companies, including, but not limited to any loss on account of theft, fire,
flood, explosion, accident or other calamity, whether or not insured, which has
materially and adversely interfered, or may materially and adversely interfere,
with the operation of Axia's or the Axia's Companies business', or (c) events,
conditions or state of facts, including, without limitation, the enactment,
adoption or promulgation of any law, rule or regulation, the occurrence of which
materially and adversely does or would affect the results of operations or the
business or financial condition of Axia or the Axia Companies.

     2.14 Litigation. There are been no (a) claims, disputes, actions, suits,
proceedings or investigations pending or, to the knowledge of Axia, threatened,
against or affecting the business of any of the Axia Companies, or challenging
the validity or propriety of the transactions contemplated by this Agreement, at
law or in equity before any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, nor to the knowledge of
Axia, has any claim, dispute, action, suit, proceeding or investigation been
pending or threatened, during the 12-month period preceding the date hereof; (b)
outstanding judgments, orders, writs, rulings, injunctions, stipulations or
decrees of any court, arbitrator or federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, against or
materially affecting the business' of any of the Axia Companies; and (c) neither
Axia nor any of the Axia Companies have received any written or verbal inquiry
from any federal, state, local, foreign or other governmental authority, board,
agency, commission or instrumentality concerning the possible violation of any
law, rule or regulation or any matter disclosed in respect of its business.

     2.15 Insurance. Axia and the Axia Companies do currently maintain certain
forms of insurance.




                                        5

<PAGE>


     2.16 Certificate of Incorporation and By-laws; Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
Axia and the Axia Companies, and all amendments to each are true, correct and
complete. The minute books of the Axia Companies contain true and complete
records of all meetings and consents in lieu of meetings of their respective
Board of Directors (and any committees thereof), or similar governing bodies,
since the time of their respective organization. The stock books of the Axia
Companies are true, correct and complete.

     2.17 Employee Benefit Plans. The Axia Companies do not maintain, nor has
any Axia Company ever maintained, any employee benefit plans ("as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or any plans, programs, policies, practices, arrangements or

contracts (whether group or individual) providing for payments, benefits or
reimbursements to employees of the Axia Companies, former employees, their
beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
Axia, or any entity required to be aggregated in a controlled group or
affiliated service group with Axia for purposes of ERISA or the Internal Revenue
Code of 1986 (the "Code") (including, without limitation, under Section 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA, at any relevant time
("Benefit Plans"), except for the Canton Financial Services 401(k) Plan 001 and
Canton Financial Services Cafeteria Plan 002, as previously disclosed to
Kelly's.

     2.18 Patents; Trademarks and Intellectual Property Rights. Axia and the
Axia Companies own or possess sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, Internet web site(s), proprietary rights and processes necessary
for their business' as now conducted without any conflict with or infringement
of the rights of others. There are no outstanding options, licenses or
agreements of any kind relating to the foregoing, and neither Axia nor the Axia
Companies are bound by, or a party to, any options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, proprietary rights and
processes of any other person or entity.

     2.19 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by Axia directly with
Kelly's without the intervention of any person on behalf of Axia in such a
manner as to give rise to any valid claim by any person against Kelly's for a
finder's fee, brokerage commission or similar payment.

     2.20 Affiliate Transactions. Neither Axia nor any officer, director or
employee of Axia (or any of the relatives or affiliates of any of the
aforementioned persons) is a party to any agreement, contract, commitment or
transaction with Axia or affecting the business of Axia, or has any interest in
any property, whether real, personal or mixed, or tangible or intangible, used
by or necessary to Axia which will subject Kelly's to any liability or
obligation from and after the Closing Date.






                                        6

<PAGE>


                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF KELLY'S

     Kelly's represents and warrants to Axia that now and/or as of the Closing:

     3.1 Due Organization and Qualification; Due Authorization.

     (a) Kelly's is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Nevada, with full corporate power
and authority to own, lease and operate its respective business and properties
and to carry on its respective business in the places and in the manner as
presently conducted or proposed to be conducted. Kelly's is in good standing as
a foreign corporation in each jurisdiction in which its business requires such
qualification, except for any such failure, which when taken together with all
other failures, is not likely to have a material adverse effect on the business
of Kelly's taken as a whole.

     (b) Kelly's does not own, directly or indirectly, any controlling interest
in any corporation, firm, partnership, joint venture or other entity.

     (c) Kelly's has all requisite power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby and
thereby. Kelly's has taken all corporate action necessary for the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby, and this Agreement constitutes the valid and binding obligation of
Kelly's, enforceable against Kelly's in accordance with its respective terms,
except as may be affected by bankruptcy, insolvency, moratoria or other similar
laws affecting the enforcement of creditors' rights generally and subject to the
qualification that the availability of equitable remedies is subject to the
discretion of the court before which any proceeding therefor may be brought.

     3.2 No Conflicts or Defaults. The execution and delivery of this Agreement
by Kelly's and the consummation of the transactions contemplated hereby do not
and shall not (a) contravene the Certificate of Incorporation or By-laws of
Kelly's, or (b) with or without the giving of notice or the passage of time, (i)
violate, conflict with, or result in a breach of, or a default or loss of rights
under, any material covenant, agreement, mortgage, indenture, lease, instrument,
permit or license to which Kelly's is a party or by which Kelly's or any of its
respective assets are bound, or any judgment, order or decree, or any law, rule
or regulation to which Kelly's or any of its respective assets are subject, (ii)
result in the creation of, or give any party the right to create, any lien upon
any of the assets of Kelly's, (iii) terminate or give any party the right to
terminate, amend, abandon or refuse to perform, any material agreement,
arrangement or commitment to which Kelly's is a party or by which Kelly's or any
of its respective assets are bound, or (iv) accelerate or modify, or give any
party the right to accelerate or modify, the time within which, or the terms
under which, Kelly's is to perform any duties or obligations or receive any
rights or benefits under any material agreement, arrangement or commitment to
which it is a party.





                                       7
<PAGE>


     3.3 Capitalization. The authorized capital stock of Kelly's immediately
prior to giving effect to the transactions contemplated hereby consists of
1,000,000,000 authorized shares of common stock, par value $0.001 per share, of
which as of the date hereof 54,869,427 shares of common stock are issued and
outstanding. All of the outstanding shares of Kelly's common stock, when issued
in accordance with the terms hereof, will be, duly authorized, validly issued,
fully paid and non-assessable, and not in violation of any rights of third
parties. The Kelly's common stock is not subject to any preemptive or
subscription right, any voting trust agreement or other contract, agreement,
arrangement, option, warrant, call, commitment or other right of any character
obligating or entitling Kelly's to issue, sell, redeem or repurchase any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for Kelly's common stock.

     3.4 Financial Statements. The Kelly's September 30, 2001 Form 10-QSB, and
the related statements of operations, stockholders' equity and cash flows for
the fiscal quarter and year then ended, including the notes thereto, as reviewed
by Tanner + Co., certified public accountants are incorporated by reference into
this Agreement ("Kelly's Financial Statements"). The Kelly's Financial
Statements, have been prepared in accordance with U.S. generally accepted
accounting principles applied on a basis consistent throughout all periods
presented, subject to audit adjustments, which are not expected to be material.
Such statements present fairly the financial position of Kelly's as of the dates
and for the periods indicated. The books of account and other financial records
of Kelly's have been maintained in accordance with good business practices.

     3.5 Further Financial Matters.

     (a) Kelly's has no material liabilities or obligations, whether secured or
unsecured, accrued, determined, absolute or contingent, asserted or unasserted
or otherwise, which are required to be reflected or reserved in a balance sheet
or the notes thereto under generally accepted accounting principles, but which
are not reflected in the Kelly's Financial Statements.

     (b) The forecasted operations statements and cash flow statements of
Kelly's, true and complete copies of which have been delivered to Axia, were
prepared in good faith on the assumptions stated therein, which assumptions were
believed to be reasonable in light of conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, Kelly's
best estimate of its future financial performance, it being recognized that such
forecasts do not constitute a warranty as to the future performance of Kelly's
and that actual results may vary from forecasted results.

     3.6 Indebtedness; Contracts; No Defaults.

     (a) Copies of all material instruments, agreements, indentures, mortgages,
guarantees, notes, commitments, accommodations, letters of credit or other
arrangements or understandings, whether written or oral, to which Kelly's is
party have previously been delivered to, or otherwise made available to Axia. An
instrument is considered material for the purposes of this Section 3.7(a) if it
provides for expenditures or receipts of more than $100,000.


                                       8
<PAGE>

     (b) Kelly's is not in breach, in any material respect of, or in default in
any material respect under, any material contract, agreement, arrangement,
commitment or plan to which Kelly's is a party, and no event or action has
occurred, is pending or is threatened, which, after the giving of notice,
passage of time or otherwise, would constitute or result in such a material
breach or material default by Kelly's or, to the knowledge of Kelly's, any other
person or entity. Kelly's has not received any notice of default under any
contract, agreement, arrangement, commitment or plan to which it is a party,
which default has not been cured to the satisfaction of, or duly waived by, the
party claiming such default on or before the date hereof.

     3.7 Personal Property. Kelly's has good and marketable title to all of its
tangible personal property and assets, including, without limitation, all of the
assets reflected in the Kelly's Financial Statements that have not been disposed
of in the ordinary course of business since September 30, 2001, free and clear
of all liens or mortgages, except for any lien for current taxes not yet due and
payable and such restrictions, if any, on the disposition of securities as may
be imposed by federal or applicable state securities laws.

     3.8 Real Property. Kelly's owns no real property.

     3.9 Compliance with Law.

     (a) Kelly's is conducting its respective business or affairs in compliance
with applicable federal, state or local law, ordinance, rule, regulation, court
or administrative order, decree or process, or any requirement of insurance
carriers. Kelly's has received no notice of any violation or claimed violation
of any such law, ordinance, rule, regulation, order, decree, process or
requirement.

     (b) Kelly's is in compliance in all material respects with all applicable
federal, state, local and foreign laws and regulations relating to the
protection of the environment and human health. There are no claims, notices,
actions, suits, hearings, investigations, inquiries or proceedings pending or,
to the knowledge of Kelly's, threatened against Kelly's that are based on or
related to any environmental matters or the failure to have any required
environmental permits, and there are no past or present conditions that Kelly's
has reason to believe are likely to give rise to any material liability or other
obligations of Kelly's under any environmental laws.

     3.10 Permits and Licenses. Kelly's has all certificates of occupancy,
rights, permits, certificates, licenses, franchises, approvals and other
authorizations as are reasonably necessary to conduct its respective business
and to own, lease, use, operate and occupy its assets, at the places and in the
manner now conducted and operated, except those the absence of which would not
materially adversely affect its respective business. Kelly's has not received
any written or oral notice or claim pertaining to the failure to obtain any
material permit, certificate, license, approval or other authorization required
by any federal, state or local agency or other regulatory body, the failure of
which to obtain would materially and adversely affect its business.



                                      9



<PAGE>

     3.11 Ordinary Course. Kelly's has conducted its business, maintained
equipment and kept its books of account, records and files, substantially in the
same manner as previously conducted, maintained or kept and solely in the
ordinary course.

     3.12 No Adverse Changes. Since September 30, 2001, there has not been (a)
any material adverse change in the business, prospects, the financial or other
condition, or the respective assets or liabilities of Kelly's as reflected in
the Kelly's Financial Statements,(b) any material loss sustained by Kelly's,
including, but not limited to any loss on account of theft, fire, flood,
explosion, accident or other calamity, whether or not insured, which has
materially and adversely interfered, or may materially and adversely interfere,
with the operation of Kelly's business, or (c) any event, condition or state of
facts, including, without limitation, the enactment, adoption or promulgation of
any law, rule or regulation, the occurrence of which materially and adversely
does or would affect the results of operations or the business or financial
condition of Kelly's.

         3.13 Litigation. There are been no (a) claims, disputes, actions,
suits, proceedings or investigations pending or, to the knowledge of Kelly's,
threatened, against or affecting the business of Kelly's, or challenging the
validity or propriety of the transactions contemplated by this Agreement, at law
or in equity before any federal, state, local, foreign or other governmental
authority, board, agency, commis sion or instrumentality, nor to the knowledge
of Kelly's, has any such claim, dispute, action, suit, proceeding or
investigation been pending or threatened, during the 12-month period preceding
the date hereof; (b) outstanding judgments, orders, writs, rulings, injunctions,
stipulations or decrees of any court, arbitrator or federal, state, local,
foreign or other governmental authority, board, agency, commission or
instrumentality, against or materially affecting the business of Kelly's; or (c)
written or verbal inquiry from any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality concerning
the possible violation of any law, rule or regulation or any matter disclosed in
respect of its business.

     3.14 Insurance. Kelly's maintains no insurance policies.

     3.15 Certificate of Incorporation and By-laws; Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
Kelly's, and all amendments to each are true, correct and complete. The minute
books of Kelly's contain true and complete records of all meetings and consents
in lieu of meetings of their respective Board of Directors (and any committees
thereof), or similar governing bodies, since the time of their respective
organization. The stock books of Kelly's are true, correct and complete.

     3.16 Employee Benefit Plans. Kelly's does not maintain, nor has Kelly's
ever maintained, any employee benefit plans ("as defined in Section 3(3) of the
"ERISA"), or any plans, programs, policies, practices, arrangements or contracts
(whether group or individual) providing for payments, benefits or reimbursements
to employees of Kelly's or, former employees, their beneficiaries and
dependents.

     3.17 Patents; Trademarks and Intellectual Property Rights. Kelly's owns no
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, Internet web site(s) proprietary rights or processes

                                       10


<PAGE>

     3.18 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by Kelly's directly with
Axia without the intervention of any person on behalf of Kelly's in such a
manner as to give rise to any valid claim by any person against Axia for a
finder's fee, brokerage commission or similar payment.

     3.19 Purchase for Investment.

     (a) Kelly's is acquiring the shares of the Axia Companies for investment
for its own account and not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and Kelly's has no present intention
of selling, granting any participation in, or otherwise distributing the same.
Kelly's further represents that it does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant a
participation to such person or to any third person, with respect to any of the
Axia Companies shares.

     (b) Kelly's understands that the shares of the Axia Companies are not
registered under the Securities Act of 1933 as amended ("Securities Act") on the
ground that the sale and the issuance of securities hereunder is exempt from
registration under the Securities Act pursuant to Section 4(2) thereof, and that
Kelly's reliance on such exemption is predicated on Axia's representations set
forth herein. Axia is an "accredited investor" as that term is defined in Rule
501(a) of Regulation D of the Securities Act.

     3.20 Investment Experience. Kelly's acknowledges that it can bear the
economic risk of its investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of acquiring the shares of the Axia Companies.

     3.21 Information. Kelly's has carefully reviewed such information as it
deemed necessary to evaluate an investment in the shares of the Axia Companies.
To the full satisfaction of Kelly's, it has been furnished all materials that it
has requested relating to Axia and the Axia Companies, it has been afforded
the opportunity to ask questions of representatives of Axia, to obtain any
information necessary to verify the accuracy of any representations or
information made or given to Kelly's. Notwithstanding the foregoing, nothing
herein shall derogate from or otherwise modify the representations and
warranties of Axia set forth in this Agreement, on which Kelly's has relied in
exchanging its shares for shares in the Axia Companies and the Axia Shares.

                                   ARTICLE IV

                                 INDEMNIFICATION

     4.1 Indemnity of Kelly's. Axia agrees to defend, indemnify and hold
harmless Kelly's from and against, and to reimburse Kelly's with respect to, all
liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
Kelly's by reason of, arising out of, or in connection with any material breach
of any representation or warranty contained in this Agreement made by Axia or in
any document or certificate delivered by Axia pursuant to the provisions of this
Agreement or in connection with the transactions contemplated thereby.


                                       11

<PAGE>

     4.2 Indemnity of Axia. Kelly's agrees to defend, indemnify and hold
harmless Axia from and against, and to reimburse Axia with respect to, all
liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
Axia by reason of, arising out of, or in connection with any material breach of
any representation or warranty contained in this Agreement and made by Kelly's
or in any document or certificate delivered by Kelly's pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
thereby.

     4.3 Indemnification Procedure.

     A party (the "Indemnified Party") seeking indemnification shall give prompt
notice to the other party (the "Indemnifying Party") of any claim for
indemnification arising under this Article 4. The Indemnifying Party shall have
the right to assume and to control the defense of any such claim with counsel
reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own
cost and expense, including the cost and expense of reasonable attorneys' fees
and disbursements in connection with such defense, in which event the
Indemnifying Party shall not be obligated to pay the fees and disbursements of
separate counsel for such in such action. In the event, however, that such
Indemnified Party's legal counsel shall determine that defenses may be available
to such Indemnified Party that are different from or in addition to those
available to the Indemnifying Party, in that there could reasonably be expected
to be a conflict of interest if such Indemnifying Party and the Indemnified
Party have common counsel in any such proceeding, or if the Indemnified Party
has not assumed the defense of the action or proceedings, then such Indemnifying
Party may employ separate counsel to represent or defend such Indemnified Party,
and the Indemnifying Party shall pay the reasonable fees and disbursements of
counsel for such Indemnified Party. No settlement of any such claim or payment
in connection with any such settlement shall be made without the prior consent
of the Indemnifying Party which consent shall not be unreasonably withheld.

                                    ARTICLE V

                                   DELIVERIES

     5.1 Items to be delivered to Kelly's prior to or at Closing by Axia.

     (a) articles of incorporation and amendments thereto, bylaws and amendments
thereto, certificate of good standing in Axia's state of incorporation;

     (b) all applicable exhibits hereto;

     (c) all minutes and resolutions of board of director and shareholder
meetings with regard to this Agreement;

     (d) shareholder lists of all the Axia Companies;

         (e) all financial statements and tax returns in the possession of Axia
         for the Axia Companies;

     (f) copies of all SEC filings;

     (g) resolution from Axia's current directors appointing designees of
Kelly's to the board of directors of the Axia Companies where applicable;


                                       12


<PAGE>


     (h) copies of board of directors, and if applicable, shareholder
resolutions approving this transaction; and

     (i) any other document reasonably requested by Kelly's that it deems
necessary for the consummation of this transaction

     5.2 Items to be delivered to Axia prior to or at Closing by Kelly's.

     (a) articles of incorporation and amendments thereto, bylaws and amendments
thereto, certificate of good standing in Kelly's state of incorporation;

     (b) all applicable exhibits hereto;

     (c) all minutes and resolutions of board of director and shareholder
meetings in possession of Kelly's;

     (d) shareholder list;

     (e) all financial statements and tax returns in possession of Kelly's;

     (f) certificates representing Kelly's common stock duly authorized, validly
issued, fully paid for and non-assessable;

     (g) copies of board, and if applicable, shareholder resolutions approving
this transaction and authorizing the issuances of the shares hereto; and

     (h) any other document reasonably requested by Axia that it deems necessary
for the consummation of this transaction


                                   ARTICLE VI

                              CONDITIONS PRECEDENT

     6.1 Conditions Precedent to Closing. The obligations of the parties under
this Agreement shall be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:

     (a) That each of the representations and warranties of the parties
contained herein shall be true and correct at the time of the Closing date as if
such representations and warranties were made at such time;

     (b) That the parties shall have performed or complied with all agreements,
terms and conditions required by this Agreement to be performed or complied with
by them prior to or at the time of the Closing;

     (c) That the parties shall be satisfied with the results of their due
diligence and review of the other books and records.




                                       13

<PAGE>



                                   ARTICLE VII

                                   TERMINATION

     7.1 Termination. This Agreement may be terminated at any time before or, at
Closing, by:

     (a) The mutual agreement of the parties;

     (b) Any party if:

     (i) Any provision of this Agreement applicable to a party shall be
materially untrue or fail to be accomplished;

     (ii) Any legal proceeding shall have been instituted or shall be imminently
threatening to delay, restrain or prevent the consummation of this Agreement; or

     (iii) The conditions precedent to Closing are not satisfied.

     (c) Upon termination of this Agreement for any reason, in accordance with
the terms and conditions set forth in this paragraph, each said party shall bear
all costs and expenses as each party has incurred and no party shall be liable
to the other.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1 Survival of Representations, Warranties and Agreements. All
representations and warranties and statements made by a party to this Agreement
or in any document or certificate delivered pursuant hereto shall survive the
Closing Date for so long as the applicable statute of limitations shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this agreement in reliance upon the representations, warranties and covenants
and agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any investigation which it might have made or
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.

     8.2 Access to Books and Records. During the course of this transaction
through Closing, each party agrees to make available for inspection all
corporate books, records and assets, and otherwise afford to each other and
their respective representatives, reasonable access to all documentation and
other information concerning the business, financial and legal conditions of
each other for the purpose of conducting a due diligence investigation thereof.
Such due diligence investigation shall be for the purpose of satisfying each
party as to the business, financial and legal condition of each other for the
purpose of determining the desirability of consummating the proposed
transaction. The parties further agree to keep confidential and not use for





                                       14

<PAGE>

their own benefit, except in accordance with this Agreement any information or
documentation obtained in connection with any such investigation.

     8.3 Further Assurances. If, at any time after the Closing, the parties
shall consider or be advised that any further deeds, assignments or assurances
in law or that any other things are necessary, desirable or proper to complete
the merger in accordance with the terms of this agreement or to vest, perfect or
confirm, of record or otherwise, the title to any property or rights of the
parties hereto, the parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary, desirable or proper to vest, perfect or confirm title
to such property or rights and otherwise to carry out the purpose of this
Agreement, and that the proper officers and directors the parties are fully
authorized to take any and all such action.

     8.4 Notice. All communications, notices, requests, consents or demands
given or required under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid registered or
certified mail or recognized overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended, as follows, or to such other
address or facsimile number as may be furnished by such party by notice in the
manner provided herein:

                  If to Axia:       Axia Group, Inc.
                                    268 West 400 South
                                    Salt Lake City, Utah 84101
                                    Tel: (801) 575-8073
                                    Fax: (801) 575-8092

                  If to Kelly's:    Kelly's Coffee Group, Inc.
                                    268 West 400 South, Suite 300
                                    Salt Lake City, Utah 84101
                                    Tel: (801) 575-8073
                                    Fax: (801) 575-8092

     8.5 Entire Agreement. This Agreement, the Disclosure Schedule and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire understanding of the parties hereto with respect to its subject
matter, merges and supersedes all prior and contemporaneous understandings with
respect to its subject matter and may not be waived or modified, in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this Agreement in any instance shall be deemed to be a waiver of
the same or any other provision in any other instance. Failure of any party to
enforce any provision of this Agreement shall not be construed as a waiver of
its rights under such provision.

     8.6 Successors and Assigns. This Agreement shall be binding upon,
enforceable against and inure to the benefit of, the parties hereto and their
respective heirs, administrators, executors, personal representatives,
successors and assigns, and nothing herein is intended to confer any right,
remedy or benefit upon any other person. This Agreement may not be assigned by




                                       15

<PAGE>


any party hereto except with the prior written consent of the other party,
which consent shall not be unreasonably withheld.

     8.7 Governing Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of Utah as are applicable to
agreements made and fully to be performed in such state, without giving effect
to conflicts of law principles.

     8.8 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     8.9 Construction. Headings contained in this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement. References
herein to Articles, Sections and Exhibits are to the articles, sections and
exhibits, respectively, of this Agreement. The Disclosure Schedule is hereby
incorporated herein by reference and made a part of this Agreement. As used
herein, the singular includes the plural, and the masculine, feminine and neuter
gender each includes the others where the context so indicates.

     8.10 Severability. If any provision of this Agreement is held to be invalid
or unenforceable by a court of competent jurisdiction, this Agreement shall be
interpreted and enforceable as if such provision were severed or limited, but
only to the extent necessary to render such provision and this Agreement
enforceable.


     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first set forth above.

Axia Group, Inc.                        Kelly's Coffee Group, Inc.


By: /s/ Gerald Einhorn                  By:  /s/  Richard Surber
   -------------------------               ------------------------------------
Name: Gerald Einhorn                    Name: Richard Surber
Title: Vice President                   Title: President






                                       16

<PAGE>



                                   Exhibit "A"
                  Shares to be transferred to Kelly's by Axia:

<TABLE>
<CAPTION>

<S>                                 <C>                                    <C>
Corporation Name                    Number of shares held by Axia          % of Issued and Outstanding

Axia Group, Inc.                              441,730

Canton Industrial Corporation                 500,000                                10.00
of Salt Lake City

Canton Tire Recycling West                    500,000                               100.00
Virginia, Inc.

CyberBoy, Inc. (now known as                1,000,000                                48.80

C-Cubed Holdings, Inc.)

CyberCosmetics, Inc.                        1,000,000                                46.50

CyberExcellence, Inc.                         100,000

CyberEquestrian, Inc. (now                  1,458,000                                 5.83
known as eLocity Corporation)

CyberEye, Inc.                              2,000,000                                36.00

CyberFishing, Inc.                          2,000,000                                36.00

CyberGate, Inc. (now known as               2,000,000                                 9.97
Mortgage Financial Link.com,
Inc.)

CyberLead, Inc.                             2,000,000                                36.00

CyberLife, Inc.                             2,000,000                                36.00

CyberOil, Inc.                              1,000,000                                49.00

CyberSkiing, Inc.                           2,000,000                                36.00

CyberSoccer, Inc.                           1,000,000                                49.00

CyberTennis, Inc.                           1,000,000                                49.00

CyberTyme, Inc.                             2,000,000                                36.00

CyberWholesale, Inc.                        1,000,000                                49.00

CyberWrestling, Inc.                        1,000,000                                49.00

CyberWrite, Inc                             2,000,000                                36.00

</TABLE>



                                       17

<PAGE>


<TABLE>
<CAPTION>

<S>                                        <C>                                      <C>
Diversified Holdings I, Inc                12,000,000                                99.00

Downtown Development                       10,000,000                               100.00
Corporation (fka A-Z South
State, Inc.)

Golden Opportunity                          5,000,000                                60.27
Development Corporation

Kearns Development                          1,900,000                                 9.35
Corporation

Wasatch Capital Corporation                 2,000,000

Wichita Development                        82,660,702                                79.24
Corporation (fka
CyberBotanical, Inc.)


  Stocks Held by Diversified Holdings I, Inc. (title to remain in Diversified)

Canton Industrial Corporation               4,000,000                                80%
of Salt Lake City

Canton's Wild Horse Ranch II,                  10,000                                90.9%
Inc.

Diversified Holdings XIX, Inc.                  1,000                               100%

Golden Opportunity                          1,635,230                                19.71%
Development Corporation

Hudson Consulting Group, Inc.                 101,000                               100%

Kearns Development                            100,000                                00.49%
Corporation (fka CyberStudio, Inc.)

Oasis International Hotel &                 1,000,000                                90.9%
Casino, Inc.

Salt Lake Development Inc.(fka                794,000                                80%
Canton Commercial Carpet)

West Jordan Real Estate                     1,000,000                                89.1%
Holdings, Inc.

</TABLE>





                                       18

<PAGE>



 Stocks Held by Wichita Development Corporation (title to remain in Wichita)

Wichita Properties, Inc.                               1,000,000
Kearns Development Corporation                        18,100,000


Investment Securities or Holdings

ATC II, Inc.                                              18,560
Earth Broadcasting Corporation                             2,857
eLocity Networks Corporation (fka Vaxcel, Inc.)        2,495,043
EnviroTec, Inc.                                          100,000
Eurotronics Holdings Incorporated                         50,000
Great American Gold Company                              171,177
KMC Foods, Inc.                                            1,000













                                       19

<PAGE>



                                   Exhibit "B"
                     Subsidiaries with Real Estate Holdings
<TABLE>
<CAPTION>

<S>                                     <C>                                <C>
         NAME                           No. of shares & ownership          Description of Real Estate

Canton Tire Recycling West              500,000 shares, 100%               Holds property formerly used as
Virginia                                                                   a crude oil storage facility
                                                                           located in, Parkersburg, West
                                                                           Virginia, there are no liens on
                                                                           this property.

Downtown Development                    10,000,000 shares 100%             7,000 square foot bldg. Located
Corporation                                                                in Salt Lake City, Utah,
                                                                           purchase price $535,000,
                                                                           current loan $373,805, currently
                                                                           65% occupied, 1/31/02 book
                                                                           value $406,019

Hudson Consulting Group, Inc.           101,000-wholly owned by            Three condominiums located in
                                        Diversified Holdings I             Brian Head, Utah, 1/31/02
                                                                           combined depreciated book
                                                                           value of $105,597, current
                                                                           loan balances total $95,334.

Kearns Development                      18,100,000 shares by Wichita       Owns one building and leases a
Corporation                             100,000 shares by Diversified I    second in Kearns, Utah, each
                                        1,900,000 shares by Axia           approx. 11,700 square feet,
                                                                           purchased bldg for $750,000
                                                                           current loan balance $616,301,
                                                                           this bldg is 100% occupied, the
                                                                           leased building has monthly
                                                                           rent due of $1,000 and has a
                                                                           purchase option of $650,000
                                                                           good through Oct. 31, 2002.
                                                                           1/31/02 book value $630,555

</TABLE>



                                       20

<PAGE>



<TABLE>
<CAPTION>

<S>                                     <C>                                <C>
Salt Lake Development                   subsidiary of Div Holdings I       Owns 2 bldgs: one located in
Corporation                                                                Salt Lake City, a two story
                                                                           office bldg where Axia
                                                                           corporate offices are located,
                                                                           40% rented to third parties, two
                                                                           loans with a current balance due of
                                                                           $624,847; second bldg located in
                                                                           Ogden, Utah, three story bldg with
                                                                           18 apartments and a ground floor
                                                                           commercial space, purchase price of
                                                                           $850,000, current loan balance of
                                                                           $607,383. 1/31/02 total book
                                                                           value of both bldgs. $878,076

Wasatch Capital Corporation             2,000,000 shares                   36,797 square foot building,,
                                                                           located in downtown Salt Lake
                                                                           City, Utah, current loan balance
                                                                           $594,538, 12% interest, ground
                                                                           floor 70% occupied, upper
                                                                           floors in need of major
                                                                           renovation.  1/31/02 book value
                                                                           of $522,393

West Jordan Real Estate                 subsidiary of Div. Holdings I      72,256 square foot retail strip
Holdings, Inc                                                              center, located in Glendale area
                                                                           of Salt Lake City, Utah,
                                                                           purchase price of $799,000,
                                                                           with a current loan balance
                                                                           outstanding of $639,081.
                                                                           1/31/02 book value $646,724

Wichita Development                     82,660,702 shares 79.24%           Owns the Trade Center
Corporation                                                                Building located in the central
                                                                           business district of Wichita,
                                                                           Kansas, 48,541 square feet,
                                                                           80% occupied, purchase price
                                                                           of $540,554 in August 2000.
                                                                           1/31/02 book value $471,815



</TABLE>



                                       21

<PAGE>



                           "Axia Companies" with Securities Holdings

Share Certificates held by Hudson:

          Name                             Number of Shares held by Hudson

     ATC II, Inc.                                                   14,335
     Career Worth, Inc. (fka DiSX, Inc.)                           117,648
     Career Worth, Inc. (fka DiSX, Inc.)                           133,332
     Career Worth, Inc. (fka DiSX, Inc.)                           100,000
     Career Worth, Inc. (fka DiSX, Inc.)                           100,000
     Caye Chapel, Inc.                                           2,000,000
     Eurotronics Holdings Incorporated                             125,000
     Eurotronics Holdings Incorporated                              71,507
     Eurotronics Holdings Incorporated                              77,149
     Gateway Distributors, Ltd.                                    860,174
     International Solubles Corporation                            200,000
     International Solubles Corporation                         35,250,000
     Kelly's Coffee Group, Inc.                                  1,925,000
     Kelly's Coffee Group, Inc.                                  1,417,570
     Kelly's Coffee Group, Inc.                                    500,000
     Kelly's Coffee Group, Inc.                                     62,150
     Rollerball International Inc.                                  85,000
     Sedona Worldwide Incorporated                                 126,611
     Senior Care Industries, Inc.                                  100,000
     Torchmail Communications (fka ERLY Industries, Inc.)          923,791
     Torchmail Communications Inc.                                 500,000
     TRSG Corporation                                            2,500,000
     TRSG Corporation                                              200,000
     Wichita Development Corporation                             1,301,573


Share Certificates held by Oasis International Hotel & Casino, Inc.:

     Kelly's Coffee Group, Inc.                                  2,500,000
     Kelly's Coffee Group, Inc.                                    154,271
     Wichita Development Corporation                               884,757







                                       22

<PAGE>



Axia Companies with Brokerage Accounts:


Hudson Consulting Group, Inc.  Account
<TABLE>
<CAPTION>

<S>                                     <C>                                     <C>
Name of Company                         Number of shares                        per share value - extended value
All American Sportpark Inc.             35,500                                  $0.03                   $1,065
Bib.Net Corp.                           250,000                                 $0.02                   $5,000
Career Worth Inc.                       450,000                                 $0.003                  $1,350
Cathayone Inc.                          106,434
Educational Entertainment Inc.          100,000
Gateway Distributors Ltd.               29,440                                  $0.032                  $942.08
Global Datatel                          27,140                                  $0.0011                 $29.85
Health Watch - Restricted               1,800                                   $0.20                   $360
JAB Int'l Inc.                          600,000
Keystone Energy                         50,000                                  $0.001                  $50
Maxx International Inc.                 187,000                                 $0.015                  $2,805
Neogenomics Inc.                        200,000                                 $0.012                  $2,400
NuOasis Resorts Inc.                    214,000                                 $0.003                  $642
Onspan Networking Inc.                  2,292                                   $0.89                   $2,039.88
Power Exploration Inc.                  450                                     $0.15                   $67.50
Sandy Creek Corp.                       79,000                                  $0.015                  $1,185
Sedona Worldwide Inc.                   57,609                                  $0.065                  $3,744.58
TRSG Corporation (restricted)           500,000                                 $0.04                   $20,000
Tianrong Internet Prods & SVC           500,919                                 $0.001                  $500.92
Torchmail Communications Inc.           1,051                                   $2.00                   $2,102
Worldwater Corp.                        18                                      $0.19                   $3.42
Youthline USA Inc.                      157,709                                 $0.001                  $157.71

</TABLE>





                                       23

<PAGE>


<TABLE>
<CAPTION>

<S>                                     <C>                                     <C>
Oasis International Hotel & Casino, Inc. Account

Global Casino New                       54,998                                  $0.15                   $8,249.70
Kelly's Coffee Group                    479,349                                 $0.078                  $37,389.22
Wichita Development Corp                159,783                                 $0.01                   $1,597.83


Wichita Development Corporation Account

Airnet Communications Corp              2,900                                   $0.53                   $1,537
Axia Group, Inc.                        58,700                                  $0.60                   $35,220
Oracle Systems                          1,500
Wichita Development Corp.               7,000                                   $0.01                   $70

</TABLE>




                                       24

<PAGE>



                                   Exhibit "C"

Securities to be transferred to Kelly's ("Axia Shares")

Shell Corporations:

         Name                               Shares  held by Axia &
                                            ownership percentage

CyberCosmetics, Inc.                        1,000,000               46.5%
CyberEye, Inc.                              2,000,000               36%
CyberFishing, Inc.                          2,000,000               36%
CyberLead, Inc.                             2,000,000               36%
CyberLife, Inc.                             2,000,000               36%
CyberOil, Inc.                              1,000,000               49%
CyberSkiing, Inc.                           2,000,000               36%
CyberSoccer, Inc.                           1,000,000               49%
CyberTennis, Inc.                           1,000,000               49%
CyberTyme, Inc.                             2,000,000               36%
CyberWholesale, Inc.                        1,000,000               49%
CyberWrestling, Inc.                        1,000,000               49%
CyberWrite, Inc.                            2,000,000               36%



Share Certificates held by Axia:

         Name                                       Number of Shares
                                                      held by Axia

ATC II, Inc.                                             18,560
Earth Broadcasting Corporation                            2,857
ELocity Networks Corporation (fka Vaxcel, Inc.)       2,495,043
EnviroTec, Inc.                                         100,000
Eurotronics Holdings Incorporated                        50,000
Great American Gold Company                             171,177
KMC Foods, Inc.                                           1,000





                                       25

<PAGE>



Holdings from Brokerage Account:


Axia Group, Inc. Account:


Name of Corporation                 Number of shares    Market Value 2/19/02
                                                        per share     Total
Axia Group, Inc.                    102,085             $0.60         $61,251
Biotel Inc.                         3,925               $0.60         $2,355
Columbus Networks Co.               150,00              $0.07         $10,500
Environmental Const. Products       24,400
Global Casino New                   4,000               $0.15         $600
Kelly's Coffee Group                185,000             $0.078        $14,430
Rollerball International            23,916              $0.015        $358.74
Sandy Creek Corporation             200,000             $0.015        $3,000
Vidmar Acquisition Inc.             17,800              $0.02         $356
Wichita Development Corp.           182,600             $0.01         $1,826

























                                       26

<PAGE>


                                   Exhibit "D"

                          RESTRICTION ON SALE AGREEMENT

This Restriction on Sale Agreement ("Agreement") is made part of and
incorporated by reference as Exhibit "D" of the Disclosure Schedule to the Stock
Purchase Agreement effective as of even date between Axia Group, Inc. and
Kelly's Coffee Group, Inc., wherein 255,100,000 ("Kelly's Shares") shares of the
common stock of Kelly's Coffee Group, Inc. ("Kelly's") are to be issued to Axia
Group, Inc. ("Axia") in exchange for substantially all the assets and
liabilities of Axia.

Axia hereby represents, warrants, covenants and agrees, for the benefit of
Kelly's and the holders of record ("third party beneficiaries") of Kelly's
outstanding securities, as of the date hereof and for a period of twenty-four
(24) months hereafter, that neither Axia nor any transferee of Axia will attempt
to sell any of the Kelly's Shares through a publically brokered transaction into
the public market. Any attempted sale, transfer or other disposition in
violation of this Agreement shall be null and void. Axia further agrees that
Kelly's (i) may provide a copy of this Agreement to the Kelly's transfer agent
for the purpose of instructing the Kelly's transfer agent to place a legend on
the certificate(s) evidencing that any transfer, sale, contract for sale,
devise, gift, assignment, pledge or hypothecation of the Kelly's Shares are
subject to the terms of this Agreement and (ii) may instruct its transfer agent
not to transfer the Kelly's Shares in violation of this Agreement and(iii) may
issue instructions to its transfer agent that the restrictive legend not be
removed from certificates representing the Kelly's Shares for the period
required under this Agreement.

This Agreement shall be binding upon the Axia, its agents, heirs, successors,
assigns and beneficiaries. Any waiver by Kelly's of any of the terms and
conditions of this Agreement in any instance must be in writing and must be duly
executed by Kelly's and Axia and shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any subsequent breach thereof.
Axia agrees that any breach of this Agreement will cause Kelly's and the third
party beneficiaries irreparable damage for which there is no adequate remedy at
law. If there is a breach or threatened breach of this agreement by the Axia,
Axia hereby agrees that Kelly's and the third party beneficiaries shall be
entitled to the issuance of an immediate injunction without notice to restrain
the breach or threatened breach. Axia also agrees that Kelly's and all third
party beneficiaries shall be entitled to pursue any other remedies for such a
breach or threatened breach, including a claim for money damages.

Agreed and accepted this   14th  day of February 2002.
                         -------

AXIA GROUP, INC.                      KELLY'S COFFEE GROUP, INC.

By:    /s/ Gerald Einhorn             By:   /s/ Richard Surber
     --------------------------------      ------------------------------------
Name:   Gerald Einhorn                Name:   Richard Surber

Title:  Vice President                Title:  President


                                       27

</TEXT>
</DOCUMENT>
</SUBMISSION>
