<SUBMISSION>
<ACCESSION-NUMBER>0000788738-02-000252
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20021028
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>AXIA GROUP INC/UT
<CIK>0000788738
<ASSIGNED-SIC>8742
<IRS-NUMBER>870509512
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-39864
<FILM-NUMBER>02799728
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>268 W 400 S STE 300
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84101
<PHONE>8015758073
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>268 WEST 400 SOUTH
<STREET2>STE 300
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84101
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CANTON INDUSTRIAL CORP
<DATE-CHANGED>19950412
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CYBERAMERICA CORP
<DATE-CHANGED>19960620
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SURBER RICHARD D
<CIK>0001017925
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>268 WEST 400 SOUTH SUTIE 306
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84101
<PHONE>8015758073
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>268 WEST 400 SOUTH SUITE 306
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84101
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>surber13d.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934


                                AXIA GROUP, INC.

                                (Name of Issuer)


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


                                   05459Q 10 7
-------------------------------------------------------------------------------
                                 (CUSIP Number)


                                 Richard Surber
                          268 West 400 South, Suite 300
                            Salt Lake City, UT 84101
                                 (801) 575-8073
-------------------------------------------------------------------------------
 (Name, address and telephone number of person authorized to receive
notices and communications)


                                October 16, 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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).





                                        1

<PAGE>

<TABLE>
<CAPTION>
<S><C>


                                                   SCHEDULE 13D
CUSIP No.   05459Q 10 7                                                                          Page 1 of 2 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Richard Surber

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP        (A)  (    )
                                                                                                            (B)  ( X )

3)       SEC USE ONLY


4)       SOURCE OF FUNDS
         PF

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

6)       CITIZENSHIP OR PLACE OF ORGANIZATION
         Individual resident of the State of Utah

                           7)       SOLE VOTING POWER                           3,031,371
NUMBER OF
SHARES
                           -----------------------------------------------------------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER                         2,116,421
OWNED BY
EACH
                           -----------------------------------------------------------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER                      3,031,371
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER                    2,116,421


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         Wichita Development Corporation             2,116,421;  Richard Surber ;       5,147,792

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

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         37.3%

14)      TYPE OF REPORTING PERSON
         IN



                                                         1

<PAGE>




                                                   SCHEDULE 13D
CUSIP No.   05459Q 10 7                                                                          Page 2 of 2 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Wichita Development Corporation

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP        (A)  (    )
                                                                                                            (B)  ( X )

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

         Organized under the laws of the State of Nevada.

                           7)       SOLE VOTING POWER                           2,116,421
NUMBER OF
SHARES
                           -----------------------------------------------------------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER                         - 0 -
OWNED BY
EACH
                           -----------------------------------------------------------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER                      2,116,421
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER                    - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         Wichita Development Corporation             2,116,421

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

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         15.3%

14)      TYPE OF REPORTING PERSON
         CO

                                                         2

<PAGE>



                                                   SCHEDULE 13D
CUSIP No.   05459Q 10 7                                                                          Page 2 of 2 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Nexia Holdings, Inc

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP        (A)  (    )
                                                                                                            (B)  ( X )

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

         Organized under the laws of the State of Nevada.

                           7)       SOLE VOTING POWER                           0
NUMBER OF
SHARES
                           -----------------------------------------------------------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER                         - 0 -
OWNED BY
EACH
                           -----------------------------------------------------------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER                      0
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER                    - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         Nexia Holdings, Inc        0

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

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0%

14)      TYPE OF REPORTING PERSON
         CO

</TABLE>

                                                         3

<PAGE>



Item 1.  Security and Issuer

 This schedule  relates to the common stock, par value $0.001 per share, of Axia
Group, Inc. (the "Common Stock").  Axia Group, Inc. is a Nevada corporation with
principal  executive offices located at 268 West 400 South, Suite 300, Salt Lake
City, UT 84101 (the "Issuer").  This schedule  reports holdings and transactions
as of October 16, 2002.

Item 2.  Identity and Background

 (a)  This  statement  is  filed  by  Richard  Surber  ("Surber");  and  Wichita
Development Corporation ("Wichita") and Nexia Holdings, Inc. ("Nexia")

 (b) The principal address for Richard Surber is 268 West 400 South,  Suite 300,
Salt Lake City,  Utah 84101.  The principal  address for Wichita is 268 West 400
South,  Suite 300, Salt Lake City,  Utah 84101 The  principal  address for Nexia
Holdings, Inc. is 268 West 400 South, Suite 300, Salt Lake City, Utah 84101

(c)      Richard Surber is an individual resident of the State of Utah, he is
         president of the Issuer and of Nexia. Nexia is a holding company with
         subsidiaries that own or hold interests in real estate or that provide
         financial consulting services. Nexia is a subsidiary of the Issuer
         which holds 83.5% of Nexia's issued and outstanding shares. Wichita
         owns an office building in downtown Wichita, Kansas. Wichita is a
         subsidiary of Nexia which holds more than 80% of Wichita's issued and
         outstanding shares.

(d)      Surber has not been convicted in a criminal proceeding during the last
         five years. Neither Wichita or Nexia has been convicted in a criminal
         proceeding during the last five years.

(e)      During the last five years, none of the 3 entities filing this
         statement (namely Surber, Wichita and Nexia) 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 finding any violation
         with respect to such laws.

 (f) Surber is an individual  and a resident of the State of Utah.  Wichita is a
corporation  organized  under  the  laws of the  State  of  Nevada.  Nexia  is a
corporation organized under the laws of the State of Nevada.

Item 3.  Source and Amount of Funds or Other Consideration

         The 3 entities named in this Schedule 13D are reported as a group as a
result of Surber's interest in each of the other reporting entities. Surber is
the president and a director of Nexia. Nexia holds a controlling interest (in
excess of 80%) of the shares of Wichita. Surber holds shares in his individual
capacity.

         Wichita acquired 1,365,070 shares of the Issuer's common stock in
exchange for the settlement of debt owed to Wichita by the Issuer. The
settlement of debts in the amount of $68,852 was agreed upon by the respective
boards of each corporation. The two corporations did not at the time `have any
officers in common though Richard Surber does serve as the President of the
Issuer and is a director of both corporations.



                                        4

<PAGE>



Item 4.  Purpose of Transaction

Wichita

On June 22, 2002, Axia settled debts owed to Wichita in the sum of $68,852
through the issuance of 1,365,070 shares of Axia's common stock. The shares were
issued pursuant to section 4(2) of the Securities Act of 1933 in an isolated
private transaction which did not involve a public offering. The board of
directors of Wichita approved the settlement. The shares were issued to Wichita
with a restrictive legend.

Surber

Surber has received a total of 2,403,846 shares of the common stock of the
Issuer to serve as collateral for Surber acting as a personal guarantor for
loans made to subsidiary corporations of the Issuer. Mr. Surber holds the voting
rights to those shares during the period of time that the guaranty remains in
place. As of October 16, 2002 the Board of Axia transferred complete ownership
of the 2,403,846 shares to Mr. Surber. The balance of his shares, 627,525, have
been acquired either as open market purchases or in the form of compensation
paid to him by the Issuer for services rendered to the Issuer.

Nexia

Has acquired 656,015 shares of the common stock of the Issuer on the open market
as agent for the Issuer in a program to repurchase shares of the common stock in
the marketplace. These shares are treated as treasury shares as a result of
Nexia being a consolidated subsidiary of the Issuer. The intent of the Issuer is
to have these shares returned to the treasury of the corporation and canceled as
issued and outstanding shares of the Issuer. The buyback program of the Issuer
began in October of 2001, shares have been consolidated into Nexia's name during
that period of time up until September 1, 2002. As of September 26, 2002 the
shares have been canceled and returned to the treasury of the corporation..

None of the reporting entities has any intentions to make material changes in
the nature of operations of the Issuer, its management or in the securities of
the Issuer except as disclosed hereinabove.

Item 5.  Interest in Securities of the Issuer

(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may be
found in rows 11 and 13 of the cover page.

(b) The powers which the reporting person(s) identified in the preceding
paragraph have relative to the shares discussed herein may be found in rows 7
through 10 of the cover page.

 (c) Since the most recent filing on Schedule  13D, the  following  transactions
have been effected: purchases or sales during the month of September, 2002.

By Nexia:   None

By Wichita:   None

By Surber:  None



                                        5

<PAGE>



(d) As set forth hereinabove, Surber has the potential right to direct the
receipt of dividends from, or the proceeds from the sale of, the securities
described herein. Surber is the president of Axia Group, Inc. the issuer, he is
the president of Nexia which owns in excess of 80% of the issued and outstanding
shares of Wichita. By virtue of either his office or of potential control as a
shareholder he holds the potential right to control the votes and direct the
receipt of dividends from all shares of the issuer reported herein.

(e)  Not Applicable.

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

         December 13, 2000, Stock Pledge Agreement between Richard Surber and
Axia Group, Inc. Agreement provides for Axia to provide 833,333 shares of its
common stock as collateral for the personal guaranty of Mr. Surber to the bank
loan secured by the real property held by Kearns Development Corporation, a
subsidiary corporation of Axia. (1,570,513 shares were issued in January 2002 to
further secure the personal guaranty.) A copy of the agreement is attached
hereto at page 8 as Exhibit A..

         April 27, 2001, Stock Purchase Agreement between Wichita Development
Corporation and Axia Group, Inc. Agreement whereby Wichita purchased, in a
private, non-registered transaction, from Axia $25,000 of Axia's common stock at
a 25% discount from the closing price for the shares on the date of the
agreement. A copy of the agreement is attached hereto at page 13 as Exhibit B.

         June 5, 2001, Stock Purchase Agreement between Wichita Development
Corporation and Axia Group, Inc. Agreement whereby Wichita purchased, in a
private, non-registered transaction, from Axia $50,000 of Axia's common stock
with a discount of 25% from the closing price for the shares on the date of the
agreement. A copy of the agreement is attached hereto at page 16 as Exhibit C.

         June 14, 2002, a Settlement Agreement and Release whereby Axia settled
a debt in the sum of $50,000 owed to Wichita in exchange for 1,000,000 shares of
its common stock and settled a debt in the amount of $18,253.54 owed to Wichita
by an Axia subsidiary (West Jordan Real Estate Holdings, Inc.) in exchange for
365,070 shares of Axia's common stock. A copy of the agreement is attached
hereto at page 19 as Exhibit D.

         October 16, 2002 a resolution declaring a bonus for Mr. Surber for his
services as a personal guarantor of various loans. For these services the Board
has transferred complete ownership of 2,403,846 to Mr. Surber. A copy of the
resolution is attached hereto at page 21 as Exhibit E.















                                        6

<PAGE>



         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.




<TABLE>
<CAPTION>
<S><C>

                                                     Wichita Development Corporation
                                                     a Nevada corporation

Date:                                                By:
      -----------------------------------------------     -------------------------------------------------------------
                                                              Richard Surber, Vice-President
                                                              Nexia Holdings, Inc.
                                                     a Nevada corporation


Date:                                                By:
      -----------------------------------------------     -------------------------------------------------------------
                                                            Richard Surber, President

                                                     Richard Surber
                                                     A resident of Utah


Date:                                                By:
      -----------------------------------------------     -------------------------------------------------------------
                                                            Richard Surber, in his individual capacity


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


</TABLE>


<PAGE>



                                    Exhibit A
                             STOCK PLEDGE AGREEMENT

         This Stock Pledge Agreement ("Agreement") is entered into this13th day
of December, 2000 by and between Axia Group, Inc. ("Axia") a Nevada corporation
with its principal office located at 268 West 400 South, Suite 300, Salt Lake
City, Utah 84101, and Richard D. Surber, an individual and President of Axia
("Surber") with an office located at 268 West 400 South, Salt Lake City, Utah
84101.

         WHEREAS, Axia has requested and Surber has agreed to act as a personal
guarantor of a loan by Brighton Bank to CyberStudio, Inc., a wholly owned
subsidiary of Axia, in the amount of $650,000;

         WHEREAS, Axia as an incentive and to provide financial protection to
Surber in exchange for his guaranty of such a loan, Axia has agreed to issue
833,333 shares of its common stock and to issue additional shares should the
market value of those shares not be sufficient to make him whole in the event
that he is required to pay any sum under the terms of his personal guaranty

         WHEREAS, Surber has agreed to return to Axia all such shares still in
his possession at such time as he is released from personal liability for the
loan and that he will not sell any of the said shares, except in the event of a
demand for payment upon him under the terms of his personal guaranty. Surber
shall hold all voting rights with regard to such shares but they shall otherwise
be held only as security for the indemnification of Surber for the potential
costs of his serving as a guarantor


         NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 1. Exchange. Axia will transfer to Surber upon the exercise of this Agreement:


 (g)  833,333  shares  of the  common  stock  of  Axia  Group,  Inc.  to hold as
collateral  against the  liabilities  created by  Surber's  guaranty to Brighton
Bank.

 (h) Surber shall hold all voting rights to the shares transferred into his name
but shall have no other rights  regarding the shares.  Surber shall not have any
right to sell or  transfer  the  shares,  except  in the  event of a demand  for
payment under the personal guaranty given to Brighton Bank.

          and Surber :

 a. Deliver to Brighton  Bank his  personal  guaranty of a loan in the amount of
$650,000 to  CyberStudio,  Inc., a wholly owned  subsidiary  of Axia.  This loan
shall be used to fund the  purchase  of a  building  located  at 4115  West Sams
Boulevard, Kearns, Utah and for no other purpose.



                                        8

<PAGE>



         b.       By signing this agreement agrees that he has no right to sell
                  or transfer such shares except in the event that a demand for
                  payment is made upon him personally pursuant to the terms of
                  the guaranty given to Brighton Bank.

         c.       Surber will upon being release from his personal obligations
                  under the guaranty given to Brighton Bank return to Axia all
                  of the 833,333 shares of Axia common stock still in his name
                  as a result of this Agreement.
<TABLE>
<CAPTION>
<S><C>

3.       Representations and Warranties of Surber.  Surber hereby represents and warrants that effective this
         ----------------------------------------
date, the following representations are true and correct:

         A.       Authority.  Surber has the full power and authority to enter this Agreement and to carry out
                  ---------
                  the transactions contemplated by this Agreement.

         B.       No Conflict With Other Instruments.  The execution of this Agreement will not violate or
                  ----------------------------------
                  breach any document, instrument, agreement, contract, or commitment material to the
                  business of Surber to which Surber is a party and has been duly authorized by all appropriate
                  and necessary action.

4.       Representations and Warranties of Axia.
         --------------------------------------

         Axia hereby represents and warrants that, effective this date and the
Closing Date, the representations and warranties listed below are true and
correct.

         A.       Corporate Authority.  Axia has the full corporate power and authority to enter this Agreement
                  -------------------
                  and to carry out the transactions contemplated by this Agreement.  The Board of Directors of
                  Axia has duly authorized the execution, delivery, and performance of this Agreement.

         B.       Deliverance of Shares.  As of the Closing Date, the Shares to be delivered to Surber will be
                  ---------------------
                  and constitute valid and legally issued shares of Axia, fully paid and non-assessable and
                  equivalent in all respects to all other issued and outstanding shares of Axia common stock.

         C.       No Conflict With Other Instruments.  The execution of this Agreement will not violate or
                  ----------------------------------
                  breach any document, instrument, agreement, contract, or commitment material to the
                  business of Axia to which Axia is a party and has been duly authorized by all appropriate and
                  necessary action.

5.       Closing.   The Closing as herein referred to shall occur upon such date as the parties hereto may
         -------
mutually agree upon, but is expected to be on or before 5:00 p.m. Mountain Stand Time on December 15,
2005.

6.       Conditions Precedent of David to Effect Closing.  All obligations of Surber under this Agreement are
         -----------------------------------------------
subject to fulfillment prior to or as of the Closing Date, as follows:

         A.       The representations and warranties by or on behalf of Axia contained in this Agreement or in
                  any certificate or documents delivered to Axia pursuant to the provisions hereof shall be true


                                        9

<PAGE>



                  in all material respects as of the time of Closing as though
                  such representations and warranties were made at and as of
                  such time.

         B.       Axia shall have performed and complied with all covenants, agreements and conditions
                  required by this Agreement to be performed or complied with by it prior to or at the Closing.

         (c)      All instruments and documents delivered to Axia pursuant to
                  the provisions hereof shall be reasonably satisfactory to
                  Axia's legal counsel.

7.       Conditions Precedent of Axia to Effect Closing.  All obligations of Axia under this Agreement are
         ----------------------------------------------
subject to fulfillment prior to or as of the date of Closing, as follows:

         A.       The representations and warranties by or on behalf of Surber
                  contained in this Agreement or in any certificate or documents
                  delivered to Surber pursuant to the provisions hereof shall be
                  true in all material respects at and as of the time of Closing
                  as though such representations and warranties were made at and
                  as of such time.

         B.       Surber shall have performed and complied with all covenants, agreements and conditions
                  required by this Agreement to be performed or complied with by it prior to or at the Closing.

         C.       All instruments and documents delivered to Surber pursuant to the provisions hereof shall be
                  reasonably satisfactory to Surber's legal counsel.
</TABLE>

8. Damages and Limit of Liability. Each party shall be liable, for any material
breach of the representations, warranties, and covenants contained herein which
results in a failure to perform any obligation under this Agreement, only to the
extent of the expenses incurred in connection with such breach or failure to
perform Agreement.

9. Nature and Survival of Representations and Warranties. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on 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.

10. Indemnification Procedures. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is sought (Indemnifying Party).
The Indemnified Party will permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting from the claims. Counsel for the
Indemnifying Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonable withheld), and the
Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not in the defense of any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgement


                                       10

<PAGE>



or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. If the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgement.

11. Default at Closing. Notwithstanding the provisions hereof, if Axia shall
fail or refuse to deliver any of the Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by Axia and Surber at
his option and without prejudice to his rights against such defaulting party,
may either (a) invoke any equitable remedies to enforce performance hereunder
including, without limitation, an action or suit for specific performance, or
(b) terminate all of its obligations hereunder with respect to Axia.

12. Costs and Expenses. Axia and Surber shall bear their own costs and expenses
in the proposed exchange and transfer described in this Agreement. Axia and
Surber have been represented by their own attorneys in this transaction, and
shall pay the fees of their attorneys, except as may be expressly set forth
herein to the contrary.
<TABLE>
<CAPTION>
<S><C>

13.      Notices.  Any notice under this Agreement shall be deemed to have been sufficiently given if sent by
         -------
registered or certified mail, postage prepaid, addressed as follows:

         To Surber:                                           To Axia:
         268 West 400 South                                   Axia Corporation
         Salt Lake City, Utah 84101                           268 West 400 South, Suite 300
                                                              Salt Lake City, Utah 84101

14.      Miscellaneous.
         -------------

         A.       Further Assurances.  At any time and from time to time, after the effective date, each party
                  ------------------
will execute such additional instruments and take such additional steps as may be reasonably requested by the
other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.

         B.       Waiver.  Any failure on the part of any party hereto to comply with any of its obligations,
                  ------
agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

         C.       Brokers.  Neither party has employed any brokers or finders with regard to this Agreement
                  -------
not disclosed herein.

         D.       Headings.  The section and subsection headings in this Agreement are inserted for convenience
                  --------
only and shall not affect in any way the meaning or interpretation of this Agreement.

         E.       Counterparts.  This Agreement may be executed simultaneously in two or more counterparts,
                  ------------
each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



                                       11

<PAGE>



         F. Governing Law. This Agreement was negotiated and is being contracted
for in the State of Utah, and shall be governed by the laws of the State of
Utah, notwithstanding any conflict-of-law provision to the contrary. Any suit,
action or legal proceeding arising from or related to this Agreement shall be
submitted for binding arbitration resolution to the American Arbitration
Association, in Salt Lake City, Utah, pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator. The parties agree to abide by
decisions rendered as final and binding, and each party irrevocably and
unconditionally consents to the jurisdiction of such Courts in such suit, action
or legal proceeding and waives any objection to the laying of venue in, or the
jurisdiction of, said Courts.

         G.       Binding Effect.  This Agreement shall be binding upon the parties hereto and inure to the
                  --------------
benefit of the parties, their respective heirs, administrators, executors, successors, and assigns.

         H. Entire Agreement. The Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings between the parties relating to the subject
matter hereof. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. No representations, warranties,
covenants, or conditions express or implied, other than as set forth herein,
have been made by any party.

         I.       Severability.  If any part of this Agreement is deemed to be unenforceable the balance of the
                  ------------
Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

         Richard D. Surber                                    Axia, Inc.,
         an Individual                                        a Nevada corporation



         __/s/ Richard D. Surber_______              By:___/s/ Gerald Einhorn__
           ---------------------                           ------------------
             Richard D. Surber                                Name: Gerald Einhorn
                                                              Its: Vice President

</TABLE>

                                       12

<PAGE>



                                    Exhibit B
                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 27th day
of April, 2001 by and between Axia Group, Inc., a Nevada corporation ("Axia"),
and Wichita Development Corporation, a Nevada corporation ("WDC").

                                                     Recitals

         Axia desires to sell and transfer restricted shares of the common stock
of Axia to WDC at a 25% discount from the stock's final price on the day of
closing and WDC desires to purchase and acquire restricted shares of the common
stock of Axia, par value $0.001 per share at a 25% from the stock's final price
on the day of closing (the "Shares"), in a private non-registered transaction in
exchange for a cash payment of Twenty Five Thousand dollars ($25,000).

                                                     Agreement

         In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:
<TABLE>
<CAPTION>
<S><C>

1.       Purchase and Sale of Shares.  Axia agrees to transfer the Shares to WDC, and WDC agrees
         ---------------------------
         to acquire the Shares from Axia.  Immediately after Axia receives the purchase price from
         Wichita, it will direct its transfer agent to issue the Shares to WDC.

2.       Purchase Price.  As consideration for the Shares, WDC  shall pay to Axia the sum of Twenty
         --------------
         Five Thousand dollars ($25,000), representing a purchase price equal to a 25% discount from
         the stock's final price on the date of closing hereof.

3.       Representation and Warranties of WDC.  WDC represents and warrants that:
         ------------------------------------

         a.       WDC is an entity incorporated under the laws of the State of Nevada.

         b.       WDC has such knowledge and expertise in financial and business
                  matters that it is capable of evaluating the merits and
                  substantial risks of the purchase of the Shares and is able to
                  bear the economic risks relevant to the purchase of the Shares
                  hereunder.

         c.       WDC is relying solely upon independent consultation with its
                  professional, legal, tax, accounting and such other advisors
                  as WDC deems to be appropriate in purchasing the Shares; WDC
                  has been advised to, and has consulted with, its professional
                  tax and legal advisors with respect to any tax consequences of
                  purchasing the Shares.



                                       13

<PAGE>



         d.       WDC understands that Axia is relying upon WDC's
                  representations and warranties as contained in this Agreement
                  in consummating the sale and transfer of the Shares.
                  Therefore, WDC agrees to indemnify Axia against, and hold it
                  harmless from, all losses, liabilities, costs, penalties and
                  expenses (including attorney's fees) which arise as a result
                  of a sale, exchange or other transfer of the Shares other than
                  as permitted under this Agreement.

4.       Representations and Warranties of Axia.  Axia represents and warrants that:
         --------------------------------------

         a.       Axia is a corporation duly organized and validly existing under the laws of the State
                  of Nevada.

         b.       Axia has valid title to the Shares which it is transferring to WDC pursuant to this
                  Agreement.  There are no claims, liens, security interests, or other encumbrances upon
                  the Shares.

         (c)      Axia is relying solely upon its independent consultation with
                  its professional, legal, tax, accounting and such other
                  advisors as Axia deems to be appropriate in transferring the
                  Shares; Axia has been advised to, and has consulted with, its
                  professional tax and legal advisors with respect to any tax
                  consequences of transferring the Shares.

         d.       All corporate action on the part of Axia required for the
                  lawful execution and delivery of this Agreement and the
                  issuance, execution and delivery of the Shares has been duly
                  and effectively taken. Upon execution and delivery, this
                  Agreement will constitute a valid and binding obligation of
                  Axia, enforceable in accordance with its terms, except as the
                  enforceability may be limited by applicable bankruptcy,
                  insolvency or similar laws and judicial decisions affecting
                  creditors' rights generally.

5.       Survival of Representations, Warranties and Covenants.

         The representations, warranties and covenants made by Axia and WDC in
         this Agreement shall survive the purchase and sale of the Shares.

6.       Miscellaneous.

         a.       In the event any one or more of the provisions contained in
                  this Agreement are for any reason held to be invalid, illegal
                  or unenforceable in any respect, such invalidity, illegality
                  or unenforceability shall not affect any other provisions of
                  this Agreement. This Agreement shall be construed as if such
                  invalid, illegal or unenforceable provision had never been
                  contained herein.

         b.       This Agreement shall be binding upon and inure to the benefit of the parties and their
                  respective heirs, legal representatives, successors, and permitted assigns.  The parties


                                       14

<PAGE>



                  hereto may not transfer or assign any part of their rights or
                  obligations except to the extent expressly permitted by this
                  Agreement.

         c.       This Agreement constitutes the entire agreement and
                  understanding between the parties with respect to the sale of
                  the Shares and may not be modified or amended except in
                  writing signed by both parties.

         d.       No term or condition of this Agreement shall be deemed to have
                  been waived nor shall there be any estoppel to enforce any
                  provision of this Agreement except by written instrument of
                  the party charged with such waiver or estoppel.

         e.       The validity, interpretation, and performance of this
                  Agreement shall be governed by the laws of the State of Utah,
                  without regard to its law on the conflict of laws. Any dispute
                  arising out of this Agreement shall be brought in a court of
                  competent jurisdiction in Salt Lake County, State of Utah. The
                  parties exclude any and all statutes, laws and treaties which
                  would allow or require any dispute to be decided in another
                  forum or by other rules of decision than provided in this
                  Agreement.


         IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.



Axia Group, Inc.                                           Wichita Development Corporation


__/s/__Gerald Einhorn                                      __/s/__Richard Surber
 Gerald Einhorn, Vice-President                             Richard Surber, President




                                       15

<PAGE>



                                                     Exhibit C
                                             STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 5th day of
June, 2001 by and between Axia Group, Inc., a Nevada corporation ("Axia"), and
Wichita Development Corporation, a Nevada corporation ("WDC").

                                                     Recitals

         Axia desires to sell and transfer restricted shares of the common stock
of Axia to WDC at a 25% discount from the stock's final price on the day of
closing and WDC desires to purchase and acquire restricted shares of the common
stock of Axia, par value $0.001 per share at a 25% discount from the stock's
final price on the day of closing (the "Shares"), in a private non-registered
transaction in exchange for a cash payment of Fifty Thousand dollars ($50,000).

                                                     Agreement

         In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:

1.       Purchase and Sale of Shares.  Axia agrees to transfer the Shares to WDC, and WDC agrees
         ---------------------------
         to acquire the Shares from Axia.  Immediately after Axia receives the purchase price from
         Wichita, it will direct its transfer agent to issue the Shares to WDC.

2.       Purchase Price.  As consideration for the Shares, WDC  shall pay to Axia the sum of Fifty
         --------------
         Thousand dollars ($50,000), representing a purchase price equal to a 25% discount from the
         stock's final price on the date of closing hereof.

3.       Representation and Warranties of WDC.  WDC represents and warrants that:
         ------------------------------------

         a.       WDC is an entity incorporated under the laws of the State of Nevada.

         b.       WDC has such knowledge and expertise in financial and business
                  matters that it is capable of evaluating the merits and
                  substantial risks of the purchase of the Shares and is able to
                  bear the economic risks relevant to the purchase of the Shares
                  hereunder.

         c.       WDC is relying solely upon independent consultation with its
                  professional, legal, tax, accounting and such other advisors
                  as WDC deems to be appropriate in purchasing the Shares; WDC
                  has been advised to, and has consulted with, its professional
                  tax and legal advisors with respect to any tax consequences of
                  purchasing the Shares.



                                       16

<PAGE>



         d.       WDC understands that Axia is relying upon WDC's
                  representations and warranties as contained in this Agreement
                  in consummating the sale and transfer of the Shares.
                  Therefore, WDC agrees to indemnify Axia against, and hold it
                  harmless from, all losses, liabilities, costs, penalties and
                  expenses (including attorney's fees) which arise as a result
                  of a sale, exchange or other transfer of the Shares other than
                  as permitted under this Agreement.

4.       Representations and Warranties of Axia.  Axia represents and warrants that:
         --------------------------------------

         a.       Axia is a corporation duly organized and validly existing under the laws of the State
                  of Nevada.

         b.       Axia has valid title to the Shares which it is transferring to WDC pursuant to this
                  Agreement.  There are no claims, liens, security interests, or other encumbrances upon
                  the Shares.

         (c)      Axia is relying solely upon its independent consultation with
                  its professional, legal, tax, accounting and such other
                  advisors as Axia deems to be appropriate in transferring the
                  Shares; Axia has been advised to, and has consulted with, its
                  professional tax and legal advisors with respect to any tax
                  consequences of transferring the Shares.

         d.       All corporate action on the part of Axia required for the
                  lawful execution and delivery of this Agreement and the
                  issuance, execution and delivery of the Shares has been duly
                  and effectively taken. Upon execution and delivery, this
                  Agreement will constitute a valid and binding obligation of
                  Axia, enforceable in accordance with its terms, except as the
                  enforceability may be limited by applicable bankruptcy,
                  insolvency or similar laws and judicial decisions affecting
                  creditors' rights generally.

5.       Survival of Representations, Warranties and Covenants.

         The representations, warranties and covenants made by Axia and WDC in
         this Agreement shall survive the purchase and sale of the Shares.

6.       Miscellaneous.

         a.       In the event any one or more of the provisions contained in
                  this Agreement are for any reason held to be invalid, illegal
                  or unenforceable in any respect, such invalidity, illegality
                  or unenforceability shall not affect any other provisions of
                  this Agreement. This Agreement shall be construed as if such
                  invalid, illegal or unenforceable provision had never been
                  contained herein.

         b.       This Agreement shall be binding upon and inure to the benefit of the parties and their
                  respective heirs, legal representatives, successors, and permitted assigns.  The parties


                                       17

<PAGE>



                  hereto may not transfer or assign any part of their rights or
                  obligations except to the extent expressly permitted by this
                  Agreement.

         c.       This Agreement constitutes the entire agreement and
                  understanding between the parties with respect to the sale of
                  the Shares and may not be modified or amended except in
                  writing signed by both parties.

         d.       No term or condition of this Agreement shall be deemed to have
                  been waived nor shall there be any estoppel to enforce any
                  provision of this Agreement except by written instrument of
                  the party charged with such waiver or estoppel.

         e.       The validity, interpretation, and performance of this
                  Agreement shall be governed by the laws of the State of Utah,
                  without regard to its law on the conflict of laws. Any dispute
                  arising out of this Agreement shall be brought in a court of
                  competent jurisdiction in Salt Lake County, State of Utah. The
                  parties exclude any and all statutes, laws and treaties which
                  would allow or require any dispute to be decided in another
                  forum or by other rules of decision than provided in this
                  Agreement.


         IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.



Axia Group, Inc.                                           Wichita Development Corporation


__/s/_____Gerald Einhorn                                   ___/s/__Richard Surber
 Gerald Einhorn, Vice-President                             Richard Surber, President




                                       18

<PAGE>



                                                     Exhibit D
                                               SETTLEMENT AGREEMENT
                                                        AND
                                                      RELEASE

         This Settlement Agreement and Release (the "Agreement") is entered into
as of the 14th day of June 2002, by and between Wichita Development Corporation,
a Nevada corporation ("Wichita"), and Axia Group, Inc., a Nevada corporation
("Axia").

                                                     RECITALS

         A. WHEREAS, Wichita holds a note from Axia for $50,000 with 10% per
annum interest rate with an original due date of September 5, 2001, (which was
extended until September 5, 2002) and desires to accept stock in Axia Group as
payment in full for the note; and

         B. WHEREAS, Wichita also holds a note from West Jordan Real Estate
Holdings, Inc. (WJREH) (a subsidiary of Axia Group) in the amount of $16,849.43
with 10% per annum interest rate with an original due date of March 6, 2002,
(which was extended until March 30, 2003) and desires to exchange that note for
stock in Axia; and

         C.  WHEREAS, Axia is willing to issue stock to Wichita in exchange for satisfaction of the
debt between its subsidiary WJREH and Wichita; and

         D.  WHEREAS, Axia is willing to exchange restricted stock, sold at a discount to the current
market price, for the notes payable to Wichita; and

         E.  WHEREAS, the parties desire in exchange for the releases and promised payments
designated herein to release and discharge any and claims that exist between the parties regarding said
notes;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein which are acknowledged to be good and valuable consideration the parties
agree as follows:

         3.       Wichita shall forgive the $50,000 note from Axia with accrued
                  interest totaling a value of $55,000 within two days of the
                  execution of this agreement.

         (b)      Wichita shall assign to Axia the $16,849.43 note from WJREH
                  with accrued interest totaling a value of $18,253.54 within
                  two days of the execution of this agreement.

         (c)      Axia shall issue Wichita restricted shares equal to the amount
                  of the above notes, with accrued interest, those shares to be
                  valued at a 50% discount to the market closing price on the
                  date of this agreement.


                                       19

<PAGE>




         (d)      Except as expressly set forth in this agreement, the parties
                  hereby release, acquit and forever discharge each other, their
                  present and former officers, directors, members, employees,
                  affiliates, owners, partners, attorneys, agents, successors
                  and assigns, of and from any and all claims, demands,
                  promises, costs, damages, expenses and/or causes of action of
                  any nature whatsoever, which exist or may exist with regard to
                  said notes, as of the date of this agreement.

         (e)      The parties acknowledge and agree that this agreement is
                  entered into in settlement and compromise and shall not
                  constitute an admission of any evidence of wrongdoing by
                  either party to this agreement.

         (f)      Should legal action be necessary to enforce, construe,
                  rescind, terminate or recover for the breach of the provisions
                  of this agreement, the prevailing party or parties shall be
                  entitled to recover all costs of suit, including reasonable
                  attorney's fees.

         (g)      This Agreement shall be governed by and construed in accordance with the Laws of
                  the State of Utah.

         (h)      The individuals signing this Agreement warrant that they have
                  full authority to bind their principals as parties to this
                  Agreement.

         IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first above written.

Wichita Development Corporation                               Axia Group, Inc.


 By:     /s/                                                  By:     /s/
      ----------------------------------------------------         -------------------------------------------------------
Title: ____________________                                   Title:
                                                                      -------------------------------------------















                                       20

                                     <PAGE>


                                    Exhibit E
                                BOARD RESOLUTION

                     RESOLUTION OF THE BOARD OF DIRECTORS OF
                                AXIA GROUP, INC.
                             (a Nevada corporation)

         On this 16th day of October, 2002, the Board of Directors (the "Board")
of Axia Group, Inc., a Nevada corporation (the "Corporation"), hereby adopts the
following resolution, to be effective immediately;

         WHEREAS, the Board has previously granted to Richard Surber the right
to hold two million four hundred three thousand eight hundred forty six
(2,403,846) shares of the common stock of the Corporation as collateral for his
personal guaranty of certain loans made to Kearns Development Corporation
("Kearns"), a subsidiary of the Corporation, the documentation for which loans
gives the lender the option of proceeding first against the guarantor; and

         WHEREAS, the tenant leases at the property held by Kearns expire in
approximately one year, thereby creating further exposure for Mr. Surber as
guarantor of the loans because of the uncertainty of lease renewal; and

         WHEREAS, two other related companies, Oasis International Hotel &
Casino, Inc. and Hudson Consulting Group, Inc., have between them incurred the
approximate total sum of $47,500.00 in charges against their credit lines with
American Express Company, with some substantial risk as to their ability to make
repayment, thus resulting in the need for Mr. Surber to pay these obligations
under his guaranties; and

         WHEREAS, the Board further desires to declare a bonus to Mr. Surber for
his service as president of the corporation, for his acting as a personal
guarantor of various loans made not only to Kearns, but also to other
subsidiaries of the Corporation, which loans would not otherwise be available
without personal guaranties, based on lender requirements, and for his efforts
to have the Corporation removed as a guarantor on behalf of Kearns; that for
these services the Board wishes to transfer complete ownership of the 2,403,846
shares as hereinabove set forth as compensation to Mr. Surber.

         THEREFORE BE IT RESOLVED, that the Board hereby approves and authorizes
the transfer and release from security agreements that pertained to the
2,403,846 shares of the Corporation's common stock presently issued and
outstanding in the name of Richard Surber and that the same are hereby ordered,
delivered and transferred to him free and clear of any lien or claim of security
by the Corporation as of this date forward; and

         FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized, empowered, and directed in the name and on behalf of the
Corporation, to execute and deliver all such documents, instruments, schedules,
forms, and certificates, to make all such payments or perform all such acts and
things, and to execute and deliver all such other documents as may be necessary
from time to time in order to carry out the purpose and intent of this
resolution, that all of the acts and doings of any such officers that are
consistent with the purpose of this resolution, are hereby authorized, approved,
ratified and confirmed in all respects. Accordingly, the above resolution is
hereby unanimously adopted.

____/s/ Gerald Einhorn                                                 /s/ Richard D. Surber
    ------------------                                                  --------------------
Gerald Einhorn, Director                                               Richard D. Surber, Director

</TABLE>


                                       21

<PAGE>



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