                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

         [X] Annual report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the fiscal year ended December 31, 2001

         [ ]  Transition  report  under  Section  13 or 15(d) of the  Securities
Exchange Act of 1934 (No fee required) for the transition period from ------- to
- ----------

         Commission file number:  I-9418
                                  ------


                                Axia Group, Inc.
                                ----------------
                 (Name of Small Business Issuer in Its Charter)


              Nevada                                 87-0509512
              ------                                 ----------
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of Principal Executive Offices)     (Zip Code)

                                 (801) 575-8073
                                  -------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

    Title of Each Class                Name of each Exchange on Which Registered
    -------------------               -----------------------------------------
Common Stock ($0.001 Par Value)                           None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes   X         No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [X ].

The issuer's total  consolidated  revenues for the year ended December 31, 2001,
were $1,594,182.

The aggregate  market value of the registrant's  Common Stock,  $0.001 par value
(the only  class of voting  stock),  held by  non-affiliates  was  approximately
$932,533 based on the average  closing bid and asked prices for the Common Stock
on April 12, 2002.

At April 16, 2002, the number of shares  outstanding of the registrant's  Common
Stock, $0.001 par value (the only class of voting stock), was 6,882,535.


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                                Table of Contents


                                     Part I

<S>           <C>                                                                                        <C>
Item 1.       Description of Business..................................................................  1

Item 2.       Description of Property..................................................................  5

Item 3.       Legal Proceedings........................................................................  10

Item 4.       Submission of Matters to a Vote of Security-Holders......................................  11

                                     Part II

Item 5.       Market for Common Equity and Related Stockholder Matters................................   12

Item 6.       Management's Discussion and Analysis of Financial Condition and Results of                 13
                       Operation.......................................................................

Item 7.       Financial Statements.....................................................................  19

Item 8.       Changes in and Disagreements With Accountants on Accounting and Financial                  22
                       Disclosure......................................................................

                                    Part III

Item 9.       Directors and Executive Officers.........................................................  22

Item 10.      Executive Compensation...................................................................  23

Item 11.      Security Ownership of Certain Beneficial Owners and Management...........................  24

Item 12.      Certain Relationships and Related Transactions...........................................  25

Item 13.      Exhibits, List, and Reports on Form 8-K..................................................  26

                       Signatures......................................................................  28

</TABLE>
<PAGE>


ITEM 1.           DESCRIPTION OF BUSINESS

Business Development
- --------------------

As used herein, the term "Axia" refers to Axia Group, Inc., a Nevada
corporation, and its subsidiaries and predecessors, unless the context indicates
otherwise. Axia was originally incorporated on July 10, 1984, and changed its
state of incorporation to Nevada on March 9, 1993. On December 6, 2000 Axia
changed its name from CyberAmerica Corporation to Axia Group, Inc.

Axia was originally involved in the manufacturing business. Since 1992, Axia has
been a holding company whose subsidiaries' operations consist primarily of
financial consulting services, the acquisition, management, sale and lease of
real estate holdings and public vehicles.

Organization
- ------------

The following chart shows Axia's organizational structure in effect as of the
date of this filing, April 16, 2002.






                    [THIS SPACE IS LEFT BLANK INTENTIONALLY]



                                       1
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<TABLE>
<CAPTION>


                                          Axia Group, Inc.
                          ------------------------------------------------


                                        Nexia Holdings, Inc.
                                    (fka. Kelly's Coffee Group)
                          ------------------------------------------------


           Downtown
          Development                                                      Diversified Holdings I,
          Corporation                                                                Inc.
- ------------------------------- -------- --------  -----------------  ----------------------------------

<S>                                                <C>                                          <C>
                                                        Canton Industrial
     Canton Tire Recycling                             Corporation of Salt                           Canton Wild Horse
     of West Virginia, Inc                                  Lake City                                  Ranch II, Inc
- ------------------------------- --------           ---------------------------- ------- ------- ---------------------------


      Golden Opportunity
          Development                                   Hudson Consulting                                Salt Lake
          Corporation                                      Group, Inc.                               Development, Inc.
- ------------------------------- --------           ---------------------------- ------- ------- ---------------------------


        Wasatch Capital                                  West Jordan Real                               Diversified
          Corporation                                 Estate Holdings, Inc.                         Holdings XIX, Inc.
- ------------------------------- --------           ---------------------------- ------- ------- ---------------------------


                                                       Oasis International
           Torchmail                                    Hotel and Casino,
      Communication, Inc                                       Inc.
- -------------------------------                    ---------------------------- -------


                      Wichita Development
                          Corporation
               ----------------------------------


      Kearns Development                           Wichita Properties
          Corporation                                 Corporation
- -------------------------------          --------------------------------------
</TABLE>

                                       2
<PAGE>

Axia, through its subsidiaries has an indirect interest in approximately 20
shell companies. Axia, through Hudson Consulting Group, intends to provide
assistance in finding operations for these companies through reverse mergers
with operating companies. The value of these companies cannot be determined at
this time in light of the fact that: 1) no substantial assets are currently in
the companies; 2) Axia has identified no business opportunities for these
companies; and 3) Axia's shareholding in these entities are illiquid. Axia and
Axia's president have assisted in filing Form 10-SB's to enable some of these
companies to become fully reporting under the Securities Exchange Act of 1934.
Axia's president now also holds a substantial interest in these entities.

Business of Issuer
- ------------------

Financial Consulting

Axia, through its subsidiary, Hudson Consulting Group, Inc., provides a variety
of financial consulting services to a wide range of clients.

Our business model is to provide an expanded scope of financial, business, and
investment oriented consulting services to select start-up companies and
existing public companies. Specifically, Axia helps client companies by creating
a series of infrastructure-based partnerships that take advantage of Axia's
expertise in: uncovering private placement funding sources; strategic business
planning; SEC registration documentation; transactional document preparation;
restructuring capital information; identifying merger and acquisition
opportunities; and investor relations.

Axia's clients may choose to be acquired by Axia's reporting companies and
create their own public shareholder base with a self underwritten offering or
may choose to perform a registered spin-off or dividend with the help of Axia's
consulting. The self-underwritten option requires a company to raise capital
before obtaining a quote, whereas an SEC registered spin-off or dividend enables
clients to obtain a quote prior to raising any new capital.

Axia employs several methods to locate prospective clients. We advertise
directly through print media to attract both private and public corporations to
engage our services, obtain referrals from previous clients and do our own
research of various databases that profile public companies.

Axia charges clients monthly or predetermined fees which vary in both amount and
form. Acceptable payments include cash, securities of the client corporation,
other assets, or some combination of the three. This payment arrangement allows
many organizations, especially start-up ventures and those experiencing
financial difficulties, to obtain Axia's services without draining necessary
cash funds. However, accepting stock as compensation occasionally impairs Axia's
cash flow, and for this reason acceptable payments and the size of payments Axia
charges for its services vary with the volatility of the clients' securities,
the amount and nature of work involved, and the expenses related to the services
being rendered.

Entities from many different industries employ Axia's consulting services. The
decision to accept a prospective client depends on the client's financial
stability, the type of services needed, and the compensation format. A key to
Axia's success is management's ability to improve and maintain its client base
and successfully liquidate securities received as compensation for its services.



                                       3
<PAGE>


Real Estate Investment

Axia's real estate operations primarily involve the acquisition, management,
lease and sale of real estate holdings. Over the past seven years, Axia has
acquired a wide variety of commercial and residential properties. Axia owns
several properties in Utah and other parts of the United States. Axia seeks to
locate and acquire undervalued real estate (which is primarily commercial) with
little or no cash down. Once acquired, Axia's real estate holdings are leased.
Though Axia seeks to generate and maximize rental income through the management
and lease of the property, Axia's primary goal is to acquire real estate which
will substantially appreciate in value and for which Axia can realize a
substantial gain upon disposition. There is a risk that the properties acquired
may decline in value rather than appreciate. In 2001, the Company recognized
impairment losses of $562,859 due to the decline in value of property. For
further information on Axia's real estate holdings, see "Item 2. Description of
Property" and "Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations."

Employees

Axia is a holding company. As of December 31, 2001, Axia's subsidiaries had a
total of 9 full time employees.

Reports to Security Holders

Axia is not required to deliver an annual report to security holders and will
not voluntarily deliver a copy of the annual report to the security holders. If
Axia should choose to create an annual report, it will contain audited financial
statements. Axia intends to file all of its required information with the SEC.
Axia plans to file its 10-KSB, 10-QSB and all other forms that are or may become
applicable with the SEC.

The public may read and copy any materials that are filed by Axia with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The Public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The statements and forms
filed by Axia with the SEC have been filed electronically and are available for
viewing or copy on the SEC maintained Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. The Internet address for this site can be found at
http://www.sec.gov. Additional information may be found at Axia's web sites:
www.axiagroupinc.com and www.hudsonconsult.com and www.nexiaholdings.com.

ITEM 2.           DESCRIPTION OF PROPERTY

Location and Description

Axia owns or leases industrial, commercial, warehouse, office, and undeveloped
commercial and residential real estate. The acquisition of properties has not
been limited to any specific geographic area, but has been dictated by the
perceived appreciation potential and terms of financing. Regardless of the type
of property, future acquisitions will not be limited to any specific geographic
area. At the end of 2001, Axia owned, leased, or had interests in properties in
Utah, Louisiana, Kansas, and West Virginia.

Investment Policies

Axia's policy is to actively pursue the acquisition of real estate for
investment income and appreciation in property value. During the past year, Axia
has continued to place an emphasis on acquiring property which management feels
is undervalued. Rather than limiting itself to specific types of real estate,
Axia's policy has been to focus primarily on terms of financing and potential

                                       4
<PAGE>

return on capital. Axia generally looks for properties that can be purchased by
assuming the existing financing or by paying the balance of the purchase price
with a nominal cash expenditure and/or the issuance of shares of Axia's common
stock. Axia has been successful in acquiring several properties in this manner.

Axia has no present intention to invest in first or second mortgages, interests
in Real Estate Investment Trusts (REITs), or Real Estate Limited Partnerships.
However, Axia's board of directors is not precluded in the future from
considering or participating in such investments.

Axia currently has no limitations on the percentage of assets which may be
invested in any one investment or the type of securities and investments in
which it may invest. However, the board of directors in its discretion may set
policies without a vote of Axia's securities holders regarding the percentage of
assets which may be invested in any one investment or type of investment. Axia's
current policy is to evaluate each investment based upon its potential capital
return to Axia on a relatively short term basis. Furthermore, Axia does not plan
to enter into the business of originating, servicing, or warehousing mortgages
or deeds of trust except as may be incidental to its primary purpose of
acquiring real estate.

There is a risk that Axia may lose control of its properties through foreclosure
if enough funds are not derived from the rental income for both the financing
and operation of its properties. Currently, due to expanded acquisition activity
and deficiencies in rental income from the properties acquired, Axia does not
have sufficient rental revenues to cover the debt service and operating costs of
all properties. Axia currently has to use capital from other sources to fund
this deficit. Although management hopes to increase the occupancy rates, and
thus increase the rental income so that such income will cover both operations
and debt service, no such assurances can be made.  There is also a risk that the
properties acquired may decline in value.

Description of Real Estate and Operating Data

Below is a list of the properties owned by Axia and/or its consolidated
subsidiaries as of December 31, 2001. Also included are any changes in the
ownership status of such properties which have occurred between the end of 2001
and the filing of this Form 10-KSB. All reference to current principal balances
of encumbrances against the properties are as of December 31, 2001, only.

Commercial Properties
- ---------------------

Axia's subsidiaries own interests in the six commercial properties described
below.

Golden Opportunity Development Corporation ("GODC")

Axia, through its majority owned subsidiary, Golden Opportunity Development
Corporation ("GODC"), a Nevada corporation, has historically been engaged in the
business of operating and acquiring hospitality property. Prior to January 4,
2002, GODC owned the General Lafayette Inn, a 134 unit motel and restaurant, and
four adjacent office/retail buildings, located at 427 Lafayette Street, Baton
Rouge, Louisiana. On January 4, 2002, GODC sold the motel and adjacent
buildings, its sole assets. These were sold for cash, in the amount of
$2,332,000, to Lafayette Development Holdings, LLC., a Louisiana Limited
Liability Company. After payment of taxes, real estate commissions, and the
mortgage on the property, GODC realized net cash of $337,000.

                                       5
<PAGE>

In anticipation of this sale Axia recognized an impairment loss of
$562,859. There is no material relationship between Lafayette Development
Holdings, LLC., and GODC, or any of their affiliates, or any of their officers
or directors, or any associate of such officers or directors. This transaction
was brokered by Brooks Hearn, a real estate broker in Baton Rouge, Louisiana.
The property had negative cash flows of $196,462 for the year ended 2001, and
net losses of $348,299 through the year ended December 31, 2001.

Salt Lake Development, Inc. ("SLD")

SLD, a 78.67% owned subsidiary of Axia, owns a building located at 268 West 400
South in Salt Lake City, Utah which is currently used as Axia's headquarters and
principal offices. The building is two stories with 14,347 net rentable square
feet of office space. SLD purchased the property on March 6, 1998, by exercising
its option to purchase the property through the payment of $418,762. SLD
financed the purchase price and borrowed an additional sum of $222,489, which is
secured by the property. At December 31, 2001, the outstanding debt on the
property was $626,314 with monthly payments of $6,413. SLD is of the opinion
that this property is adequately covered by insurance.

Axia currently occupies approximately 36% of the building. A telemarketing
company subleases 24% of the building and has a lease to rent an additional 9%
of the building as of April 1, 2002. Total annual rents, as of March 31, 2002,
from the unrelated tenants equal $56,545, or $12.45 per square foot. There is
approximately 2000 square feet of office space currently available for lease as
executive office space. Improvements have been made to the property including
carpeting, painting and remodeling the second floor. The office space in the
building competes with other available office space in the downtown area of Salt
Lake City.

Wasatch Capital Corporation ("Wasatch")

Wasatch, a 80.23% owned subsidiary of Axia, owns the Wallace-Bennett Building,
located at 55-65 West 100 South, Salt Lake City, Utah. The building is a 36,797
square foot, turn-of-the-century multi-story office building. Currently, only
the ground level is suitable for rent as retail space. The ground level
comprises 7,816 square feet or 21% of the building. In December of 2001, 1,640
square feet of ground floor space having the address of 61-63 West 100 South was
renovated for use as an art gallery. Total cost of the renovation was
$45,194. In January 2002, 3,545 square feet of ground floor space having the
address 65 West 100 South was renovated for use as an 2002 Winter Olympic
demonstration space for the Greek Ministry of Culture. Total cost of renovation
was $94,474.

The property was refinanced in June of 1999, the amount of the new loan was
$600,000, with interest at 12% per annum. Total monthly payments of principal
and interest are $6,172 with a final payment of $6,157 due on July 1, 2029. The
balance due on the note on December 31, 2001 was $594,762. A subsequent lien was
placed against the property in favor of Paul Rubey, in exchange for financing
used by the property owner in the amount of $107,899, bearing interest at the
rate of 12% per annum, with monthly payments of principal and interest in the
amount of $5,000 and amortizing on February 1, 2001. This lien was paid off on
February 1, 2001. Wasatch is of the opinion that this property is adequately
insured.

Wasatch has tentative plans to remodel the second level of the east half of the
building for use as office space. The cost for the project is estimated to be
around $75,000 and no financing for this project has been obtained.

                                       6
<PAGE>

Currently, the ground level is 55% occupied. There is 3,545 square feet
available for lease. The additional stories above the ground floor cannot be
used until they have been remodeled and rehabilitated. The rented ground level
space is leased to a restaurant (1,719 square feet ground floor, 864 square feet
of basement space), a retail store (912 square feet) and an art gallery (1,640
square feet). The tenants are responsible for all of their own utilities except
water and sewer. Tenants also pay their pro-rata share of all other operating
expenses as well as maintenance, janitorial services, insurance, and property
taxes. The average annual effective rental for the rentable ground level space
is $13.55 per square foot.

Downtown Development Corp. ("DDC")

DDC, a wholly owned subsidiary of Axia owns a one story retail building located
at 1374 South State Street, Salt Lake City, Utah which it purchased on December
1, 1999 for $535,000. An all-inclusive trust deed in the amount of $400,000 was
placed on the property requiring monthly payments of $4,231 with interest at
9.725% per annum. The balance owing at December 31, 2001 was $374,997. A balloon
payment of $356,937 comes due on December 1, 2002. There is no prepayment
penalty on this note. The building is 7,000 square feet, one story tall,
constructed in the late 1960's. A furniture store currently occupies 4,500
square feet leased at $4,125 per month (cam charges included) until 2004. There
is currently 2,500 square feet of retail space available for lease. DDC has
immediate plans to improve the non-leased space. Total improvements are
estimated at $11,000. Once the property is improved, the space will be available
for rent. DDC believes the property is adequately insured. The retail space in
the building competes for tenants with other retail space on State Street which
is a commercial zone for over one mile in each direction from the property.

Wichita Development Corporation ("Wichita")

Wichita, an 81.56% owned subsidiary of Axia, owns an office building in Wichita,
Kansas known as the Trade Center Building. The building was purchased for
$540,554 on August 30, 2000. The Trade Center Building, which opened in 1921, is
located in the downtown business district of Wichita, Kansas, at 120 South
Market Street, Wichita, Kansas. The building is a 48,500 square foot, seven
story office building. Occupancy rates are currently 83%. One of the prior
owners of the Trade Center Building has been retained to continue operation of
the building. The building's rent averages approximately $8.00 per square foot
by current tenants, which includes the prior owners. The Company holds title to
the property subject to a mortgage of $273,360 at December 31, 2001.

Kearns Development Corporation ("Kearns")

Kearns, a 90.5% owned subsidiary of Wichita, owns one office building and holds
a lease, with option to purchase, on another office building located on West
Sams Boulevard in Kearns, Utah (a suburb of the Greater Salt Lake area). The two
buildings each contain approximately 11,709 total floor space in a single story.
The first building was purchased on November 29, 2000, for a total price of
$750,000. The purchase was financed with a $625,000 first mortgage from Brighton
Bank with an initial variable rate of 10.97% amortized over 25 years and monthly
payments of $5,737. The loan is personally guaranteed by Richard D. Surber,
Axia's president and CEO.

The second building was leased for a three year period on November 1, 1999, with
an option to purchase through October 31, 2002. The terms of the option to
purchase allow Axia to purchase the building for $650,000 if closed before
October 1, 2002. Rent paid by Kearns on the second building is tied to the

                                       7
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percentage of the building that is rented. Rent is currently $2,000 per month
and increases from that figure by the percentage of the building that is
occupied (i.e. 20% increase in rent for 20% occupancy rate). Management believes
that the buildings are adequately insured.

The first building is leased to three major tenants occupying 100% of the office
space, and generating monthly rentals of $9,904.00 at an average rate of $10.15
per square foot. The second building is presently unoccupied. Efforts to find
tenants for the second building are ongoing. Kearns has no present plans to
renovate or improve the buildings. The buildings compete for tenants with other
office space in the Kearns area.

West Jordan Real Estate Holdings, Inc. ("West Jordan")

West Jordan, a 88.28% owned subsidiary of Axia, operates the Glendale Plaza, a
retail shopping plaza located at 1199 South Glendale Drive, Salt Lake City,
Utah. West Jordan exercised its option to purchase the shopping plaza on June
22, 2001, in the amount of $799,000. The purchase was financed with a $650,000
first mortgage from U.S. Bank bearing nine percent interest. An amount of
$125,000 was set aside for capital improvements. The improvements have been
completed and the outstanding balance at December 31, 2001 was $640,935 with a
monthly payment of $6,661.

The property contains 72,256 square feet of rentable retail space and
approximately 98% is subleased to tenants. A grocery store occupies 27,225
square feet or 37.7% of the building. This is the only tenant of the Glendale
Plaza which occupies more than ten percent of the premises. West Jordan has
recently signed two new leases which divide the grocery store space into two
sections, one with 10,080 square feet to be leased to a national discount chain
store, and the other 17,145 square feet to be retained by the grocery store. The
Glendale Plaza generates approximately $315,587 in annual rental income, or
approximately $4.37 per square foot. Present plans are to continue to operate
the building as a retail shopping plaza and to increase the rental rate.
Property taxes and assessments have been paid in full on the property. West
Jordan is of the opinion that this property is adequately insured.

Residential Properties
- ----------------------

Two of Axia's subsidiaries own interests in the residential properties described
below.

Salt Lake Development, Inc. ("SLD")

SLD, formerly Canton's Commercial Carpet Corporation, a 79.4% owned subsidiary
of Axia, purchased a two-story 18 unit apartment building, located at 2402 Wall
Avenue in Ogden, Utah, on July 23, 1998. The property includes 7,500 square feet
of commercial space. The total purchase price was $850,000. A $670,000 note is
being financed by the seller on a promissory note dated July 23, 1998, with
payments that are based upon a 20-year amortization with an interest rate of 9%
with the balance of $577,361 due on August 1, 2003. There is no prepayment
penalty. The balance owed at December 31, 2001 was $608,844. The $670,000 loan
is secured by the entire apartment complex excepting four units for which
financing has been paid off.

SLD is actively searching for a commercial tenant to occupy the 7,500 square
feet of commercial space. SLD is of the opinion that this property is adequately
covered by insurance. This facility competes with other rental units in the
downtown Ogden area. The building is currently in need of the renovation of it's
commercial space; estimated cost for these repairs and renovations are $50,000.
SLD has no current plans for additional renovation of the building. Ongoing
maintenance and repairs are carried out as needed.

                                       8
<PAGE>

Hudson Consulting Group, Inc. (Hudson)

Hudson, a wholly owned subsidiary of Axia, owns three condominium units located
in close proximity to Brian Head Ski Resort and the surrounding resort town in
southern Utah. Hudson has acquired the condominium units for investment purposes
and has contracted with a management firm who rents the units on a short-term
basis. The first unit is subject to a note with a current principal balance on
December 31, 2001, of $27,888 and bearing an interest rate of 9.5% per annum.
Monthly payments on the first unit are $309 with the principal and interest
amortized over a period of 17 years. The second unit is subject to a note with a
current principal balance at December 31, 2001 of $30,840 and bearing an
interest rate of 8.25% per annum. Monthly payments on the second unit are $301.
The third unit is subject to a note with a current principal balance at December
31, 2001 of $36,873 and bearing an interest rate of 8.75% per annum. Monthly
payments on the third unit are $362 until July, 2002, when the remaining $36,570
comes due in full.

Hudson also has an option to purchase a fourth condominium in the Brian Head
area pursuant to a lease option agreement it executed with Richard Surber,
Hudson's president, director and chief executive officer, in August, 1997. Mr.
Surber owns the condominium subject to a note on the property secured by a deed
of trust. Hudson leases the condominium for $900 per month, $671 of which is
applied to the monthly obligations on the first note. Hudson has an option to
purchase the condominium through a payment of $82,100, which is reduced monthly
by the extent to which Hudson monthly rental payments decrease the principal
balance due on the note. The lease option also contains an alternative option
price in the event the unit appreciates dramatically during the term of the
lease. Hudson is also required to pay all taxes, condominium fees, maintenance
and repair expenses and other charges on the property. Hudson has the right to
manage, control and sell the condominium unit during the term of lease. For more
information on this lease, see "Item 12. Certain Relationships and Related
Transactions."

Hudson is of the opinion that these properties are adequately covered by
insurance. Hudson spent $28,000 to renovate these units in summer of 2001 in
effort to increase rental income

Industrial Property
- -------------------

One of Axia's subsidiaries owns an interest in the industrial property described
below.

Canton Tire Recycling West Virginia, Inc. ("CTR")

CTR, a wholly owned subsidiary of Axia, owns the Parkersburg Terminal, located
at 516 Camden Street, Parkersburg, West Virginia. The terminal is a former fuel
transfer station. The property consists of 4.5 acres on a tributary of the Ohio
River and includes a former oil storage facility and a warehouse with office
space. There are no encumbrances on the property. The property has been vacant
and unused since its acquisition. CTR is subject to competition in finding
tenants or buyers for the property, and there is a substantial likelihood that
the property will remain vacant for some time. CTR is of the opinion that this
property is adequately covered by insurance. CTR has no present plans to
renovate or improve the property.

The West Virginia Division of Environmental Protection has filed suit against
CTR and Axia seeking the completion of environmental clean up procedures at the
site. Axia believes it has completed all cleanup measures which will be required
by the State of West Virginia, however there can be no assurance that the State
of West Virginia will not require additional cleanup on the property. For more

                                       9
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information on the suit filed against CTR and Axia and for more information on
Parkersburg properties, see "Item 3, Legal Proceedings."

Axia has invested approximately $150,000 in environmental cleanup of the site
over the course of its ownership of the property. All appropriate reports
regarding the cleanup have been filed with regulatory agencies. Axia has not
received any additional requests or responses for over a year.

Undeveloped Land
- ----------------

Axia, through its subsidiaries, owns approximately six (6) small parcels of
undeveloped raw land in Utah and Kansas. There are currently no plans to develop
these properties. If valid offers are received on these parcels, they may be
sold.

ITEM 3. LEGAL PROCEEDINGS

The following cases may have a material impact on Axia. Axia is involved in
other legal matters that are not deemed material at this time.

CyberAmerica Corporation vs. MJMC, Inc., Lanco International, Inc. and Mi-Jack
Products, Inc. - Suit was filed on January 10, 1997, in the Circuit Court of
Cook County, Law Division as file no. 97L 000369 seeking recovery of damages
suffered by Canton Tire Recycling Corporation based upon the company's belief
that tire shredding equipment did not perform according to warranties and
representations made by defendants. The Company has filed a Third Amended
Complaint in the case. The Defendant has filed a counterclaim for damages,
seeking recovery of lease payments for the tire shredding equipment. Axia has
stated that the total damages for which it seeks recovery is in an amount of not
less than $1 million. The parties have reached an agreement for the dismissal of
their respective causes of action and mutual general releases of all causes of
action. The court on February 13, 2002, entered an order of dismissal as to all
causes of action. Final release documents have been signed by all parties.

State of Illinois vs. CyberAmerica Corporation - The State of Illinois filed an
action before the Illinois Pollution Control Board, Case Number 97-8,
Enforcement, in July 1996. This action sought recovery of $325,398 in costs that
were allegedly incurred by the State to remove waste tires from property located
in Canton, Illinois. In a decision adopted on March 5, 1998, the Board denied
all punitive damages and ordered Axia to pay $326,154 into the State's Used Tire
Management Fund. On or about December 23, 1998 the state filed a civil action in
the Fulton County Circuit Court, Case No. 98-CH-57, seeking payment of the
$326,154 award made by the Pollution Control Board and the imposition of fines
or sanctions for the failure to pay this award. On August 31, 1999, an agreed
Summary Judgment Order was entered in this matter, the order provides that Axia
shall pay the sum of $326,153.74 for tire removal costs from the prior Board
order, with interest, through quarterly payments of $20,000 and denied all fines
and penalties. The State subsequently filed a Motion for Voluntary Dismissal
Order, to dismiss all causes of action except as set forth in the August 31,
1999, the Court signed an order granting this dismissal on February 7, 2000.

State of West Virginia vs. Canton Tire Recycling West Virginia, Inc., Canton
Industrial Corporation and CyberAmerica Corporation - Suit was filed on August
14, 1998 in the Circuit Court of Wood County, Parkersburg, West Virginia as file
no. 98 C 354 seeking the completion of clean up procedures for property owned by
Canton Tire Recycling West Virginia, located in the city of Parkersburg. The
state requested that certain waste material present on the site and any
remaining material in the on site storage tanks be removed and that an oil/water

                                       10
<PAGE>

separator located on the property be cleaned out. The Company and the State of
West Virginia enter into a Consent Decree by which the Company agreed to submit
and complete a Remediation and Sampling Work Plan and the payment of $88,000 in
fines and penalties ($48,000 has been paid, $20,000 per year is being paid with
2 more similar payments due each May 31 through 2003.) The work required by the
Remediation and Sampling Work Plan has been completed and submitted to the
State. No further correspondence has been received regarding the cleanup.

Hudson Consulting Group, Inc. v. Technical Ventures, Inc.. Suit was filed by
Hudson Consulting Group, Inc. on October 10, 2001, against Technical Ventures,
Inc., in the Third Judicial District Court of Salt Lake County, State of Utah,
and assigned civil cause No. 010908909. Hudson has filed suit seeking recovery
of fees owed to it arising from an Advisory Agreement entered into in July of
1999. The suit alleges that 575,000 shares of Technical Ventures, Inc., common
stock has not been delivered to Hudson as required by the agreement. The trial
court has entered a default after authorized service on Technical Ventures,
Inc., by certified mail. Hudson's request to enter a default judgment is pending
as of the present.

Hudson Consulting Group, Inc. v. Chequemate International, Inc., dba C-3D
Digital, Inc.. Suit was filed on November 16, 2000, in the Third Judicial
District Court, for Salt Lake County, State of Utah, Civil No. 000909325. Axia
seeks recovery of its damages as a result of the failure of Chequemate to
deliver 75,000 shares of its common stock as provided for in an Advisory
Agreement between the parties dated July 29, 1999. Damages are sought for the
highest value of these shares during the period that delivery was not made. In
late July of 2000, the shares traded at approximately $2.68 per share.
Settlement has been reached whereby Hudson has received 514,000 shares of the
common stock of Chequemate which are included in a S-3 registration statement.
Hudson is to be allowed to sell 20% of these every thirty days after the
effective date of the registration statement. In the event that proceeds from
these sales are not equal to or in excess of $90,000 then Hudson is to receive
additional compensation. A notice of dismissal of Hudson's suit has been filed
with the court.

Possible Actions by Governmental Authorities

Canton, Illinois Property. In January 2000 the United States Environmental
Protection Agency forwarded to Axia and to Thistle Holdings, Inc., a letter
informing each corporation that the EPA has identified them as potentially
responsible parties, as former owners or operators of certain property located
in Canton, Illinois, for reimbursement of all costs incurred by the EPA for
actions taken pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA), including the removal of
storage tanks and their contents and other hazardous materials as located on the
identified property. Both corporations responded that they were not currently
owners nor operators of the property (the City of Canton having taken title to
the property in 1999) and that the materials identified as requiring removal,
friable asbestos and asbestos-containing material, were placed on the site by
owners prior to the acquisition of the property by either of these corporations.
Axia declined to involve itself in the clean-up process, no response nor
additional demands have been made by the EPA as of this date.

Canton, Illinois Property. In February 2001, the United States Environmental
Protection Agency forwarded to Axia a letter informing Axia that the EPA has
identified Axia as a potentially responsible party, as a former owner or
operator of the Canton, Illinois property, for reimbursement of costs for the
removal of contaminated soils from the property, incurred by the EPA. Axia
responded that it did not believe that it had any liability for soil
contamination at the site and declined to involve itself in the proposed
clean-up activities of the EPA. Axia has not owned nor controlled the property
since 1999 when the City of Canton took title.

                                       11
<PAGE>


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to shareholders for vote during the period covered by
this report.

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The table below sets forth the high and low closing prices for Axia's Common
Stock for each quarter of 2000, 2001, and the first quarter of 2002. The
quotations below reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions:

               Quarter ending                High                Low
               --------------                ----                ---

2000           March 31                      $4.00               $1.19
- ---
               June 30                       $4.25               $0.88

               September 30                  $2.06               $0.75

               December 31                   $1.53               $0.41

2001           March 31                      $1.38               $0.41
- ----
               June 30                       $0.78               $0.37

               September 30                  $0.57               $0.26

               December 31                   $0.43               $0.21

2002           March 31                      $0.60               $0.21
- ----

Shareholders
- ------------

As of March 1, 2002, there were approximately 1,121 shareholders of record
holding a total of 6,882,535 shares of Common Stock.

Dividends
- ---------

Since the year ended December 31, 2000, Axia has not declared any dividends.

Stock Buyback Program
- ---------------------

On October 11, 2001, Axia announced plans to buy back $100,000 worth of its
common stock in the open market. As of the date of this filing, Axia has
purchased 128,085 shares for a total cost of $46,824, which equates to $.36
per share.

RECENT SALES OF UNREGISTERED SECURITIES

There are no recent sales of unregistered securities by Axia during the period
covered by this report, which have not been previously disclosed in Form 10-QSB
filings.

                                       12
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

General
- -------

Axia's operations consist primarily of two different areas of focus. Axia's
primary operations involve providing financial consulting to start-up companies
and/or companies wishing to enter the public arena. Axia also maintains real
estate operations which involve the acquisition, lease and sale of real estate
holdings.

Consulting Operations
- ---------------------

Axia, through its wholly owned subsidiary Hudson Consulting Group, Inc.
("Hudson"), provides a variety of financial consulting services to a wide range
of clients. The primary service performed by Hudson involves assisting clients
in structuring mergers and acquisitions. This includes locating entities
suitable to be merged with or acquired by Hudson's clients, as well as providing
general advice related to the structuring of mergers or acquisitions. Hudson
also assists clients in restructuring their capital formation, advises with
respect to general corporate problem solving and provides shareholder relations
services designed to expose its clients to the broker dealer community.

Hudson generates revenues through consulting fees payable in the client's
equity, cash, other assets, or some combination of the three. The primary form
of compensation received is the equity securities of clients. When payment is
made in the form of equity, the number of shares to be paid is usually dependent
upon the price of the client's common stock (if such price is available) and the
extent of consulting services to be provided. The typical value used to
determine the number of shares to be paid is one-half or less of the stock's bid
price, which accounts for the fact that most of the equity received as payment
by Hudson is restricted as to resale. Hudson accepts equity with the expectation
that its services will assist in the stock's appreciation, thus allowing Hudson
to be compensated and to make a return on the payments for its services.

Hudson generates cash flow, in part, by liquidating non-cash assets (equity
securities) received as fees for consulting services. As most fees are paid in
the form of equity, the revenues and cash flows realized by Hudson are somewhat
tied to the price of its clients' securities and Hudson's ability to sell such
securities. A decline in the market price of a client's stock can affect the
total asset value of Hudson's and Axia's balance sheet and can result in Axia
incurring substantial losses on its income statement. Hudson generally books
securities that it accepts as payment at a 50% to 75% discount of the current
market value at the time Hudson accepts the securities due to illiquidity of the
securities because of restrictions on resale.

Hudson's portfolio consists primarily of restricted and unrestricted shares of
common stock in micro to small cap publicly traded companies. This portfolio
currently consists of shares of common stock in over seventy five (75) different
companies whose operations are in various industries.

Revenues from Hudson's financial  consulting  operations  decreased for the year
ended  December 31,  2001.  Axia  recorded  $654,735 in revenues  ($94,038  from
related  parties)  for the year ended  December  31,  2001,  from its  financial
consulting  operations  as compared to  $1,383,180  for the same period of 2000.
This decrease was due to a general  slowdown in consulting due to adverse market
conditions  experienced  in the latter part of the year coupled with  reductions
due to issues  relating  to company  reorganization  and  restructuring.  As the
market turns around, Axia anticipates an increase in consulting activity.

Real Estate Operations
- ----------------------

Axia's objective with respect to its real estate operations is to acquire,
through its subsidiaries, properties throughout the country which Axia's

                                       13
<PAGE>

management believes to be undervalued and which a subsidiary is able to acquire
through the expenditure of limited amounts of cash. The subsidiaries attempt to
acquire such properties by assuming existing favorable financing and paying the
balance of the price with nominal cash payments or through the issuance of
shares of either Axia's or the subsidiary's common stock, or some combination of
the two. Once such properties are acquired, the subsidiary leases them to
primarily commercial tenants. Axia's real-estate subsidiaries also make limited
investments in improvements to the properties with the objective of increasing
occupancy and improving cash flows. Axia believes that with minor improvements
and effective management by the subsidiaries, properties can be liquidated at a
profit within a relatively short period of time. The Company incurred losses
during 2001 from impairement write downs of property.

Axia's subsidiaries recorded 2001 revenues totaling $0 as a result of the sale
of properties, as compared to revenues of $1,415,406 for 2000. Costs attributed
to the sale of the properties were $0 for 2001 as compared to $1,263,537 for
2000, resulting in respective gross profits from real estate sales of $0 for
2001 and $151,869 for 2000. Axia intends to sell properties on a case by case
basis provided local market conditions make such sales in the best interest of
Axia and its subsidiaries. Axia can provide no assurances that it will be able
to generate significant revenues or gains through the sale of real estate
holdings. The ability to generate revenue in this manner will be largely
dependent on, among other factors, the condition of the real estate markets in
which the properties are located, Axia's continued ability to acquire properties
which can be resold and Axia's ability to improve properties which its
subsidiaries have acquired.

Axia recorded consolidated rental revenues of $939,447 for 2001 as compared to
$801,659 for 2000. This increase was largely attributable to increases in
occupancy rates and rent rates. During 2001, Axia continued to take steps to
decrease the overall vacancy rate of its consolidated real estate holdings
including marketing its holdings to potential tenants through commissioned real
estate agents and making cost-effective improvements to the holdings to increase
occupancy.

Currently, Axia has negative cash flows from consolidated rental operations of
$371,557 for the year ended December 31, 2001 compared to $468,745 for the year
ended December 31, 2000. Axia expects its rental operations outlook to improve
significantly in 2002 as a result of the sale of the unprofitable General
LaFayette Inn owned by GODC and the lease changes previously discussed in the
West Jordan Real Estate paragraphs of the property section. Axia continues its
real estate operations despite the negative cash flow for two reasons. First,
Axia is attempting to eliminate the losses by increasing occupancy and rental
income from those properties of the subsidiaries which have a high current
vacancy rate. Second, Axia's subsidiaries purchase real estate primarily for
appreciation purposes. Thus, while Axia seeks to minimize and reverse its real
estate cash flow deficit, its goal is to offset such deficit with sufficient
cash that will be generated upon property disposition.

Axia, through its subsidiaries, continued to acquire property during 2001,
including property located in Salt Lake City, Utah. For more information on
these transactions see "Item 2. Description of Property."

Company Operations as a Whole
- -----------------------------

Revenues
- --------

Gross revenues for December 31, 2001 and 2000 were $1,594,182 and $3,600,245
respectively. Gross revenues for the year ended December 31, 2001 decreased 56%
over December 31, 2000. This is due to a $728,445 decrease in financial
consulting, a $1,415,406 decrease in sale of property, offset by a $137,788
increase in rental revenue as compared to 2000.

                                       14
<PAGE>

Losses
- ------

Axia recorded an operating loss of $4,424,136 at December 31, 2001, as compared
to an operating loss of $395,561 at December 31, 2000. Axia recorded a net loss
of $4,360,082 for December 31, 2001, compared to a net loss of $76,034 for
December 31, 2000. Axia's decline in profitability is attributable to losses on
the sale of securities, substantial permanent markdowns of securities received
in payment of services, as well as permanent impairment of assets in
anticipation of the sale of the General LaFayette Inn on January 4, 2002.

Axia feels that it is positioned to take advantage of changing market conditions
as a result of changes made in the last year. Axia anticipates operating at a
profit through fiscal 2002. However, there can be no assurance that Axia will
attain profitability or that its revenue growth can be sustained in the future.

Expenses
- --------

General and administrative expenses for December 31, 2001 and 2000 were $646,493
and $957,810 respectively. The $311,317 reduction in expenses is a direct result
of streamlining operations and eliminating non-performing assets.

Depreciation and amortization expenses for the years ended December 31, 2001 and
December 31, 2000 were $190,724 and $249,676, respectively. The decrease was due
to elimination of properties and some fixed assets.

Axia expects expenses as a percent of revenues to remain constant or decrease
through 2002 as Axia steps up its effort to streamline operations and eliminate
non-performing assets as well as acquire additional properties and grow its
consulting businesses.

Capital Resources and Liquidity
- -------------------------------

At December 31, 2001, Axia had current assets of $1,671,366 and total assets of
$9,770,017 as compared to $2,918,238 and $11,467,275, respectively at December
31, 2000. Axia had net working capital of $81,585 at December 31, 2001 compared
to net working capital of $1,684,645 at December 31, 2000. The main reason for
the reduction in working capital was due to a dramatic decrease in securities
available for sale due to write downs and downturns in the market. Securities
available for sale dropped by $1,175,763 due largely in part to the downturn in
the market.

Net stockholders' equity in Axia was $3,022,954 as of December 31, 2001,
compared to $4,719,212 as of December 31, 2000. The downturn in the equity
markets discussed above is a major cause of the reduction in stockholders'
equity due to the write down of portfolio securities that resulted from this
downturn.

Cash flow used in operations was $198,116 for the year ended December 31, 2001,
compared to cash flow used in operations of $852,517 for the year ended December
31, 2000. Cash flows used in operating activities for the year ended December
31, 2001, are primarily attributable to the large loss combined with various
markdown and impairment items.

Cash flow provided by investing activities was $1,006 for the year ended
December 31, 2001, compared to net cash provided of $1,306,461 for the year
ended December 31, 2000. Axia had positive investing cash flow for the year
ended December 31, 2001 as a result of proceeds from securities sales and cash
acquired in acquisitions coupled with capital investments and purchase of
securities.

                                       15
<PAGE>

Cash flow provided by financing activities was $313,824 for the year ended
December 31, 2001, compared to net cash used of $293,838 for the year ended
December 31, 2000. Axia had positive financing cash flow for the year ended
December 31, 2001, as a result of principle reductions in debt, purchase of
treasury stock, cancellation of stock, proceeds from issuance of long term debt,
and issuance of stock for cash.

Due to Axia's debt service on real estate holdings, willingness to acquire
properties with negative cash flow shortages, and acceptance of non-cash assets
for consulting services, Axia experiences occasional cash flow shortages. To
satisfy its cash requirements, including the debt service on its real estate
holdings, Axia must periodically raise funds from external sources. This often
involves Axia conducting exempt offerings of its equity securities.

During the year ended December 31, 2001, Axia issued a total of 1,097,651 shares
for services, cash, and asset exchanges.

Capital Expenditures
- --------------------

Axia had capital expenditures of $154,456 during the year ended 2001.

Income Tax Expense (Benefit)
- ----------------------------

Axia has an income tax benefit resulting from net operating losses to offset
future operating profit of approximately $5,049,000. This is not shown on the
balance sheet as a deferred tax asset due to past history of loss years in
conjunction with profit years during the previous 10 year period as well as
specifics in the GAAP regulations regarding surety of future earnings.

Impact of Inflation
- -------------------

Axia believes that inflation has had a negligible effect on operations over the
past three years. Axia believes that it can offset inflationary increases in the
cost of materials and labor by increasing sales and improving operating
efficiencies.

Known Trends, Events, or Uncertainties
- --------------------------------------

General Real Estate Investment Risks

Axia's investments are subject to varying degrees of risk generally incident to
the ownership of real property. Real estate values and income from Axia's
current properties may be adversely affected by changes in national or local
economic conditions and neighborhood characteristics, changes in interest rates
and in the availability, cost and terms of mortgage funds, occupancy rates of
Axia's properties, the impact of present or future environmental legislation and
compliance with environmental laws, the ongoing need for capital improvements,
changes in governmental rules and fiscal policies, civil unrest, acts of God,
including earthquakes and other natural disasters which may result in uninsured
losses, acts of war, adverse changes in zoning laws, and other factors which are
beyond the control of Axia.

Value and Illiquidity of Real Estate

Real estate investments are relatively illiquid. The ability of Axia to vary its
ownership of real estate property in response to changes in economic and other
conditions is limited. If Axia must sell an investment, there can be no

                                       16
<PAGE>

assurance that Axia will be able to dispose of it in the time period it desires
or that the sales price of any investment will recoup the amount of Axia's
investment.

Property Taxes

Axia's real property is subject to real property taxes. The real property taxes
on this property may increase or decrease as property tax rates change and as
the property is assessed or reassessed by taxing authorities. If property taxes
increase, Axia's operations could be adversely affected.

Events Subsequent to End of Fiscal Year

Axia's subsidiary Golden Opportunity Development Corporation sold its sole
asset, the General Lafayette Inn, on January 4, 2002, as outlined in the
"Commercial Property" section of Item 2.

On February 15, 2002, a Stock Purchase Agreement was entered into between Axia
and Nexia Holdings, Inc. (fka Kelly's Coffee Group, Inc.), where by Axia
reorganized its operations through acquisition of a controlling interest in
Nexia Holdings, Inc., in exchange for its controlling interest in all of Axia's
subsidiaries and many of its assets and liabilities (incorporated herein by
reference from Axia's Form 8-K filed February 27, 2002).

ITEM 7. FINANCIAL STATEMENTS

Axia's financial statements for the fiscal year ended December 31, 2001, are
attached hereto as pages F-1 through F- 16.




                                AXIA GROUP, INC.
                       Consolidated Financial Statements
                               December 31, 2001




<PAGE>


                                                                AXIA GROUP, INC.
                                      Index to Consolidated Financial Statements

- --------------------------------------------------------------------------------





                                                                           Page


Independent auditors' report - Tanner + Co.                                 F-2


Independent auditors' report - Mantyla McReynolds                           F-3


Consolidated balance sheet                                                  F-4


Consolidated statement of operations                                        F-5


Consolidated statement of stockholders' equity                              F-6


Consolidated statement of cash flows                                        F-8


Notes to consolidated financial statements                                  F-10



<PAGE>



                                                                             F-1
<PAGE>

                                                    INDEPENDENT AUDITORS' REPORT






To the Board of Directors and Stockholders of
Axia Group, Inc. (formerly known as CyberAmerica Corporation)


We have audited the accompanying consolidated balance sheet of Axia Group, Inc.
(a Nevada corporation, formerly known as CyberAmerica Corporation) and
subsidiaries as of December 31, 2001, and the related consolidated statements of
operations and comprehensive loss, stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Axia Group, Inc.
and  subsidiaries  as of December 31, 2001, and the results of their  operations
and their cash flows for the year then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.



                                                             TANNER + CO.







Salt Lake City, Utah
March 26, 2002
                                                                             F-2
<PAGE>


                                                    INDEPENDENT AUDITORS' REPORT






Board of Directors and Stockholders
AXIA Group, Inc. (formerly known as CyberAmerica Corporation)
Salt Lake City, Utah

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity, and cash flows of AXIA Group,  Inc.(a Nevada corporation,
formerly known as CyberAmerica  Corporation) and subsidiaries for the year ended
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated results of operations and cash flows of
AXIA Group,  Inc. and  subsidiaries  for the year ended  December  31, 2000,  in
conformity with accounting principles generally accepted in the United States of
America.


                                             /s/ Mantyla McReynolds
                                            ------------------------
                                            Mantyla McReynolds






April 10, 2001
Salt Lake City, Utah


                                                                             F-3
<PAGE>

<TABLE>
<CAPTION>



                                                                                                                  AXIA GROUP, INC.
                                                                                                        Consolidated Balance Sheet

                                                                                                                December 31, 2001
- -----------------------------------------------------------------------------------------------------------------------------------


              Assets

Current assets:
<S>                                                                                      <C>
     Cash                                                                                $         295,134
     Accounts receivable - trade, net of allowance of $114,246                                      90,155
     Related party accounts receivable                                                              81,986
     Current portion of notes receivable                                                            42,500
     Prepaid expenses                                                                                5,970
     Marketable securities                                                                       1,155,621
                                                                                         ------------------

                Total current assets                                                             1,671,366
                                                                                         ------------------

Fixed assets:
     Property and equipment, net                                                                 5,713,523
     Land                                                                                        1,835,649
                                                                                         ------------------

                Total fixed assets                                                               7,549,172
                                                                                         ------------------

Other assets:
     Real property held for sale                                                                   250,397
     Notes receivable                                                                              255,000
     Other assets                                                                                   44,082
                                                                                         ------------------

                Total other assets                                                                 549,479
                                                                                         ------------------










                Total assets                                                             $       9,770,017
                                                                                         ------------------


- -----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                                                                                  AXIA GROUP, INC.
                                                                                                        Consolidated Balance Sheet

                                                                                                                December 31, 2001
- -----------------------------------------------------------------------------------------------------------------------------------

              Liabilities and Stockholders' Equity

Current liabilities:
<S>                                                                                      <C>
     Accounts payable                                                                    $          31,423
     Accrued liabilities                                                                           226,466
     Current portion of IEPA liability                                                             160,000
     Current portion of WVDEP liability                                                             20,000
     Current portion long-term debt                                                              1,151,892
                                                                                         ------------------

                Total current liabilities                                                        1,589,781
                                                                                         ------------------

Long-term liabilities:
     Long-term debt                                                                              4,439,944
     IEPA liability                                                                                 62,629
     WVDEP liability                                                                                26,499
                                                                                         ------------------

                Total long-term liabilities                                                      4,529,072
                                                                                         ------------------

                Total liabilities                                                                6,118,853
                                                                                         ------------------

Minority interest                                                                                  628,210

Stockholders' equity:
     Preferred stock, $.001 par value, 20,000,000 shares authorized,
       no shares issued or outstanding                                                                   -
     Common stock, $.001 par value, 200,000,000 shares authorized,
       5,356,359 shares issued                                                                       5,356
     Paid-in capital                                                                            17,107,827
     Treasury stock, 1,261,166 shares at cost                                                  (1,153,376)
     Accumulated deficit                                                                      (12,750,797)
     Unrealized holding loss                                                                     (186,056)
                                                                                         ------------------

                Total stockholders' equity                                                       3,022,954
                                                                                         ------------------

                Total liabilities and stockholders' equity                               $       9,770,017
                                                                                         ------------------






- -----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                            F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                Consolidated Statement of Operations and Comprehensive Loss

                                                                                   Years Ended December 31,
- -----------------------------------------------------------------------------------------------------------


                                                                                2001            2000
                                                                          ---------------------------------
Revenue:
<S>                                                                       <C>              <C>
     Consulting revenue                                                   $        560,697 $     1,383,180
     Consulting revenue - related parties                                           94,038               -
     Rental revenue                                                                939,447         801,659
     Sale of property ($1,287,305 to related party)                                   -       1,415,406
                                                                          ---------------------------------

                Total revenue                                                    1,594,182       3,600,245
                                                                          ---------------------------------

Cost of revenue:
     Cost associated with consulting revenue                                       643,914       1,558,112
     Cost associated with rental revenue                                           820,632         846,698
     Interest expense associated with rental revenue                               490,372         423,706
     Cost of sale of property ($1,148,001 to related party)                              -       1,263,537
                                                                          ---------------------------------

                Total cost of revenue                                            1,954,918       4,092,053
                                                                          ---------------------------------

Gross margin                                                                     (360,736)       (491,808)

Impairment of long-lived assets                                                  (562,859)       (118,786)
Impairment of marketable securities                                            (1,827,009)               -
(Loss) gain on sale of marketable securities                                   (1,027,039)       1,172,843
Selling, general and administrative expense                                      (646,493)       (957,810)
                                                                          ---------------------------------

Operating loss                                                                 (4,424,136)       (395,561)

Other income (expense):
     Interest income                                                               104,290         222,156
     Interest expense                                                             (76,849)        (26,806)
     Other (expense) income                                                        (5,894)          19,359
     Loss on disposal of subsidiaries                                             (38,718)               -
                                                                          ---------------------------------

                Total other (expense) income                                      (17,171)         214,709

Loss before minority interest and income taxes                                 (4,441,307)       (180,852)
Minority share of loss                                                              81,225         104,818
                                                                          ---------------------------------

Loss before income taxes                                                       (4,360,082)        (76,034)

Provision for income taxes                                                               -               -
                                                                          ---------------------------------

Net loss                                                                  $    (4,360,082) $      (76,034)
                                                                          ---------------------------------

         Unrealized loss on securities available for sale                        1,585,897     (2,202,087)

         Less: reclassification adjustment for losses
           included in net income                                              (1,827,009)               -
                                                                          ---------------------------------

         Comprehensive loss                                               $    (4,601,194) $   (2,278,121)
                                                                          ---------------------------------

Net loss per common share, basic and diluted                              $         (0.87) $        (0.03)
                                                                          ---------------------------------

Weighted average common shares outstanding, basic and diluted                    5,024,000       3,204,000
                                                                          ---------------------------------


- -----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                            F-5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                                                                    AXIA GROUP, INC.
                                                                                      Consolidated Statement of Stockholders' Equity

                                                                                              Years Ended December 31, 2001 and 2000
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                           Total
                                           Common Stock             Paid-In      Treasury   Accumulated   Unrealized   Stockholders'
                                    ----------------------------
                                       Shares        Amount         Capital       Stock       Deficit     Gain (Loss)     Equity
                                    ------------------------------------------------------------------------------------------------

<S>                                   <C>        <C>         <C>            <C>         <C>             <C>           <C>
Balance, January 1, 2000               3,227,238 $     3,228 $   15,355,080 $         - $   (8,314,681) $    430,134  $    7,473,761

Issued stock for assets                  146,286         146        146,140            -              -            -         146,286

Issued stock for cash                     50,000          50         19,950            -              -            -          20,000

Issued stock for services                147,870         148        110,755            -              -            -         110,903

Issued stock for debt                     25,000          25         24,975            -              -            -          25,000

Issued stock for collateral - Note 6     833,333         833          (833)            -              -            -               -

Cancelled certificates                 (171,019)       (171)            171            -              -            -               -

Purchase of treasury stock                     -           -              -    (662,595)              -            -       (662,595)

Unrealized loss                                -           -              -            -              -  (2,202,087)     (2,202,087)

Net loss                                       -           -              -            -       (76,034)            -        (76,034)

Payment of dividends                           -           -      (116,022)            -               -           -       (116,022)
                                    ------------------------------------------------------------------------------------------------





- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                                     F-6

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                                                    AXIA GROUP, INC.
                                                                                      Consolidated Statement of Stockholders' Equity
                                                                                                                           Continued



                                                                                                                           Total
                                           Common Stock             Paid-In      Treasury   Accumulated   Unrealized   Stockholders'
                                    ----------------------------
                                       Shares        Amount         Capital       Stock       Deficit     Gain (Loss)     Equity
                                    ------------------------------------------------------------------------------------------------

<S>                                   <C>             <C>       <C>            <C>          <C>          <C>              <C>
Balance, December 31, 2000            4,258,708       4,259     15,540,216     (662,595)    (8,390,715)  (1,771,953)      4,719,212

Issued stock for cash                   527,969         528        312,347             -              -            -        312,875

Issued stock for securities             139,682         139        104,621             -              -            -        104,760

Issued stock for employment bonus       420,000         420        217,980             -              -            -        218,400

Issued stock for services                10,000          10          2,990             -              -            -          3,000

Acquisition of Wichita Development
 in exchange for stock of
 subsidiary, net ofminority interest
  of $210,042 (see Note 2)                     -           -       819,560             -              -            -        819,560

Acquisition of minority interests              -           -       110,113             -              -            -        110,113

Purchase of treasury stock                     -           -              -     (14,298)              -            -        (14,298)

Reclassification of Company
 stock held by subsidiaries                    -           -              -    (476,483)              -            -       (476,483)

Recognition of unrealized holding
 loss due to impairment                        -           -              -            -              -   1,585,897       1,585,897

Net loss                                       -           -              -            -    (4,360,082)            -     (4,360,082)

Balance, December 31, 2001            5,356,359 $     5,356 $   17,107,827 $ (1,153,376) $ (12,750,797) $  (186,056)  $   3,022,954
                                       ---------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                                     F-7

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                                           AXIA GROUP, INC.
                                                                       Consolidated Statement of Cash Flows

                                                                                   Years Ended December 31,
- -----------------------------------------------------------------------------------------------------------

                                                                              2001             2000
                                                                        -----------------------------------
Cash flows from operating activities:
<S>                                                                     <C>              <C>
     Net loss                                                           $    (4,360,082) $        (76,034)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Loss (gain) from sale of investments                                  1,027,039       (1,172,843)
         Loss (gain) from sale of land and real
           property for sale                                                       6,000         (139,304)
         Loss on disposition of property, plant and equipment                     24,519                 -
         Loss on disposition of subsidiaries                                      38,718                 -
         Impairment of marketable securities                                   1,827,009                 -
         Impairment of long-lived assets                                         562,859                 -
         Change in minority interest                                            (81,225)          (81,235)
         Depreciation and amortization                                           190,724           249,676
         Issued stock for employment bonus                                       218,400                 -
         Issued stock for services                                                 3,000           110,903
         Issued stock for assets and debt                                              -           171,286
         Decrease (increase) in:
              Accounts and notes receivable                                      336,967           949,879
              Prepaid expenses                                                   (1,711)             1,264
              Investment securities at cost                                      120,000                 -
              Other assets                                                      (44,082)                 -
         Increase (decrease) in
              Accounts and notes payable                                        (78,347)         (642,086)
              Accrued liabilities                                                 12,096         (224,023)
                                                                        -----------------------------------

                Net cash used in
                operating activities                                           (198,116)         (852,517)
                                                                        -----------------------------------

Cash flows from investing activities:
     Proceeds from sale of marketable securities                                 113,671         4,500,714
     Cash received in acquisition of Wichita Development                         188,280                 -
     Purchase of marketable securities                                         (148,189)       (2,760,781)
     Proceeds on sale of real property held for sale                               1,500                 -
     Proceeds on sale of subsidiaries                                                200                 -
     Purchase of property, plant and equipment                                 (154,456)         (433,472)
                                                                        -----------------------------------

                Net cash provided by
                Investing activities                                               1,006         1,306,461
                                                                        -----------------------------------


- -----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                            F-8

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                           AXIA GROUP, INC.
                                                                       Consolidated Statement of Cash Flows

                                                                                                 Contintued
- -----------------------------------------------------------------------------------------------------------

                                                                              2001             2000
                                                                        -----------------------------------
Cash flows from financing activities:
<S>                                                                     <C>              <C>
     Principal payments on long-term debt                               $      (194,425) $       (336,243)
     Proceeds from issuance of long-term debt                                    209,672           685,000
     Purchase of treasury stock                                                 (14,298)         (662,595)
     Issued stock for cash                                                       312,875            20,000
                                                                        -----------------------------------

                Net cash provided by (used in)
                financing activities                                             313,824         (293,838)
                                                                        -----------------------------------

                Net increase in cash                                             116,714           160,106

                Cash, beginning of year                                          178,420            18,314
                                                                        -----------------------------------

                Cash, end of year                                       $        295,134 $         178,420
                                                                        -----------------------------------

Supplemental Disclosure of Information:

     Cash paid during the year for interest                             $        463,000 $         451,000
                                                                        -----------------------------------

     Cash paid during the year for income taxes                         $              - $               -
                                                                        -----------------------------------



- -----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                            F-9

</TABLE>

<PAGE>


                                                                AXIA GROUP, INC.
                                            Consolidated Statement of Cash Flows

                                                                      Contintued
- --------------------------------------------------------------------------------

Non-cash investing and financing activities:

2001

o        Effective October 17, 2001, the Company acquired an approximate 85%
         interest in Wichita Development Corporation, an entity with common
         officers and directors, (see Note 2) in exchange for 100% of the common
         stock of Kearns Development Corporation. Assets and liabilities
         acquired consists of the following:

<TABLE>
<CAPTION>
<S>                                                                                  <C>
Cash                                                                                 $         188,280
Notes receivables                                                                              146,724
Prepaid expenses                                                                                   709
Marketable securities - available for sale                                                     534,353
Property, plant and equipment, net                                                             473,726
Land                                                                                           100,000
Accounts payable                                                                               (2,353)
Accrued liabilities                                                                           (33,151)
Notes payable                                                                                (273,926)
                                                                                    -------------------

                  Net assets received                                                $       1,134,362
                                                                                    -------------------

</TABLE>

Because the transaction was between related parties, no gain was recorded in the
statement of operations. The net equity of Wichita Development of $1,134,362 was
recorded as a contribution to paid-in capital.

o        At the time of acquisition, Wichita Development held 751,351 shares of
         the Company's common stock, valued at cost of $476,483, which was
         reclassified from marketable securities to treasury stock.

o        As a result of the  acquisition,  the Company's  minority  interest was
         increased and paid-in capital was reduced by $210,042.

- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                F-10


<PAGE>



                                                                AXIA GROUP, INC.
                                            Consolidated Statement of Cash Flows

                                                                      Contintued
- --------------------------------------------------------------------------------

o        On August 2, 2001, the Company divested its entire ownership of Nephi
         Development, Inc. (Nephi), formerly known as Cyber Lacrosse, Inc.,
         which was 89% owned by the Company prior to divestiture. Consideration
         received and assets and liabilities divested consists of the following:

<TABLE>
<CAPTION>
<S>                                                                                  <C>
Consideration (cash) received                                                        $             100
                                                                                    -------------------

Assets and liabilities divested:
     Property, plant and equipment, net                                                       (89,294)
     Land                                                                                    (100,000)
     Accounts payable                                                                              200
     Notes payable                                                                             171,907
                                                                                    -------------------

                                                                                              (17,187)
                                                                                    -------------------

                  Loss on sale of Nephi                                              $        (17,087)
                                                                                    -------------------

o        On August 2, 2001, the Company divested its entire ownership of
         Taylor's Landing, Inc. (Taylor's), which was 91% owned by the Company
         prior to divestiture. Consideration received and assets and liabilities
         divested consists of the following:

Consideration (cash) received                                                        $             100
                                                                                    -------------------

Assets and liabilities divested:
     Property, plant and equipment, net                                                      (122,754)
     Land                                                                                      (5,000)
     Accounts payable                                                                              200
     Notes payable                                                                             105,823
                                                                                    -------------------

                                                                                              (21,731)
                                                                                    -------------------

                  Loss on sale of Taylor's                                           $        (21,631)
                                                                                    -------------------


- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                F-11
</TABLE>

<PAGE>
                                                                AXIA GROUP, INC.
                                            Consolidated Statement of Cash Flows

                                                                      Contintued
- --------------------------------------------------------------------------------

o        The  Company  issued  420,000  shares  of its  common  stock  valued at
         $218,400 as employment bonuses to two officers of the Company.

o        The Company  issued  10,000  shares of its common stock value at $3,000
         for services.

o        The Company impaired the Lafayette hotel held by Golden Opportunity
         Development, a majority-owned subsidiary, by $462,859 of property,
         plant and equipment and $100,000 of land.


2000

The Company paid a dividend to its shareholders of 1,546,957 shares of
Professional Wrestling Alliance, a marketable security which was held by the
Company, valued at $116,022. See Note 10.


- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                F-12
<PAGE>

                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

1.   Summary of             Nature of Operations
     Significant
     Accounting             The Company incorporated under the laws of the State
     Policies               of Ohio on July 10, 1984,  as The Canton  Industrial
     Continued              Corporation. On May 3, 1993, the Company redomiciled
                            to the State of  Nevada.  In June  1996 the  Company
                            changed its name to CyberAmerica  Corporation and on
                            December 6, 2000,  the  Company  changed its name to
                            AXIA  Group,  Inc.  The Company  provides  financial
                            consulting  services and engages in the acquisition,
                            management, leasing and sale of real estate.

                            Reorganization
                            On February 22, 1988,  the Company filed a voluntary
                            petition for reorganization  under Chapter 11 of the
                            United States  Bankruptcy Code. On November 7, 1994,
                            the bankruptcy was discharged.

                            Accounting Method
                            The  accompanying  financial  statements  have  been
                            prepared in accordance  with  accounting  principles
                            generally  accepted in the United  States of America
                            applicable to a going  concern,  which  contemplates
                            the  realization  of assets and the  liquidation  of
                            liabilities in the normal course of business.

                            Principles of Consolidation
                            The accompanying consolidated financial statements
                            include the accounts of AXIA Group, Inc. and its
                            subsidiaries, as summarized in Note 2. Minority
                            interest represents minority shareholders'
                            proportionate share of the equity in several of the
                            consolidated subsidiaries. All significant
                            intercompany balances and transactions have been
                            eliminated.

                            Cash and Cash Equivalents
                            For purposes of the statement of cash flows, cash
                            includes all cash and investments with original
                            maturities to the Company of three months or less.

                            Deferred Income Taxes
                            For financial reporting purposes the Company uses
                            the asset and liability method of accounting for
                            income taxes. The asset and liability method
                            requires that the current or deferred tax
                            consequences of all events recognized in the
                            financial statements are measured by applying the
                            provisions of enacted tax laws to determine the
                            amount of taxes payable or refundable currently or
                            in future years.

- --------------------------------------------------------------------------------
                                                                            F-13
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

1.   Summary of             Depreciation
     Significant            The Company's  property and equipment is depreciated
     Policies               using the  straight-line  Accounting method over the
     Continued              useful  lives  shown below for  financial  reporting
                            purposes.

<TABLE>
<CAPTION>


                              Asset                                                  Useful Life
                              --------                                          -----------------

<S>                                                                                 <C>
                              Computers                                                     3 years
                              Equipment and fixtures                                  5 to 10 years
                              Buildings and improvements                             20 to 39 years
</TABLE>


                            The cost of assets sold or retired and the related
                            amounts of accumulated depreciation are removed from
                            the accounts in the year of disposal. Any resulting
                            gain or loss is reflected in current operations.
                            Expenditures for maintenance and repairs are
                            expensed as incurred; additions and improvements are
                            capitalized.

                            Net Loss Per Common Share
                            Net loss per common share is based on the weighted
                            average number of shares outstanding during the
                            periods shown. The Company had common stock
                            equivalents outstanding at December 31, 2001 and
                            2000 in the form of stock purchase options. The
                            options are held by present and former employees.
                            The inclusion of the outstanding options would be
                            antidilutive to the income or loss per share in 2001
                            and 2000. Accordingly, such stock options have not
                            been included in the weighted average number of
                            common shares.

                            Use of Estimates
                            The preparation of financial statements in
                            conformity with U.S. generally accepted accounting
                            principles requires management to make estimates and
                            assumptions that affect the reported amounts of
                            assets and liabilities and disclosure of contingent
                            assets and liabilities at the date of the financial
                            statements and the reported amounts of revenues and
                            expenses during the reporting period. Actual results
                            could differ from those estimates.



- --------------------------------------------------------------------------------
                                                                            F-14
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

1.   Summary of
     Significant            Revenue Recognition
     Accounting             Rental  revenues are recorded in the period in which
     Policies               they are earned in accordance with rental agreements
     Continued              and  lease   contracts.   Consulting   revenues  are
                            recorded after the performance of services.  Much of
                            the consulting revenue of the Company is received as
                            restricted  equity  securities  of  the  clients  it
                            serves,   and  is  recorded  at  the  most   readily
                            ascertainable value.

                            Marketable Securities
                            Marketable securities classified as "available for
                            sale" are carried in the financial statements at
                            fair value. Realized gains and losses, determined
                            using the specific identification method, are
                            included in earnings; unrealized holding gains and
                            losses are reported as a separate component of
                            stockholders' equity. Declines in fair value below
                            amortized cost that are other than temporary are
                            included in earnings. Gains and losses on sales of
                            securities available for sale are determined using
                            the average cost method.

                            Issuance of Common Stock
                            The Company frequently issues shares of its common
                            stock to acquire assets, retire debt and pay for
                            services. When stock is issued for assets, debt or
                            services, the value of the stock and related assets,
                            debt or services is determined by the Board of
                            Directors, based, in part, on the current trading
                            price of the Company's common stock.

                            Environmental Compliance and Remediation
                            The Company determines potential liability on a site
                            by site basis and records a liability when its
                            existence is probable and reasonably estimable.
                            Expenditures that do not have a future economic
                            benefit are expensed as incurred. Expenditures that
                            extend the life of the related property or mitigate
                            or prevent future environmental contamination are
                            capitalized.

                            Impairment of Long-Lived Assets
                            The Company recognizes impairment losses as the
                            difference between historical cost and fair value of
                            the asset, less costs to sell, when management
                            determines that events and circumstances indicate a
                            need to assess impairment, and when that assessment
                            indicates that historical cost materially exceeds
                            fair value, less costs to sell.


- --------------------------------------------------------------------------------
                                                                            F-15
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

1.   Summary of
     Significant            Advertising
     Accounting             The Company expenses  advertising costs as incurred.
     Policies               Advertising  expense was $18,468 and $21,459 for the
     Continued              years ended December 31, 2001 and 2000.


2.   Liquidity              The Company  has  incurred  net losses and  negative
                            cash flows from  operating  activities for the years
                            ended   December  31,  2001  and  2000  and  has  an
                            accumulated  deficit.  The Company is in the process
                            of refinancing  approximately $600,000 of debt which
                            is  due  in  2002.  In  addition,   the  Company  is
                            currently attempting to refinance other debt secured
                            by   property.    Management   believes   that   the
                            combination  of  existing  working  capital  and the
                            refinance  of debt due in 2002 and  working  capital
                            funds   anticipated  to  be  received   through  the
                            refinance of other debt secured by property  will be
                            sufficient to assure  continuation  of the Company's
                            operations  through  December 31, 2002. There can be
                            no assurance  that the Company will be successful in
                            refinancing   debt  due  in  2002  or  in  obtaining
                            additional  funds  through  the  refinance  of other
                            debt.  If the  Company  is  unable  to  secure  debt
                            refinancing,  it may be  required  to  substantially
                            curtail operations or liquidate certain investments.

3.   Subsidiaries           Diversified   Holdings  I,  Inc.   (DHI),  a  Nevada
                            corporation and 99% owned subsidiary of the Company,
                            was  formed  on March  22,  1996.  DHI is a  holding
                            company   which  has   majority   ownership  of  the
                            following subsidiaries:

                            o        Hudson  Consulting Group, Inc. (Hudson) was
                                     incorporated  in Nevada on April 16,  1996,
                                     as Diversified  Holdings XIII, Inc. for the
                                     purpose of  providing  business  consulting
                                     services.  On March 5,  1997,  its name was
                                     changed to Hudson  Consulting  Group,  Inc.
                                     Hudson is 100% owned by DHI.

                            o        Oasis  International  Hotel & Casino,  Inc.
                                     (OIHC), a Nevada corporation, was formed on
                                     November   20,  1995  for  the  purpose  of
                                     acquiring,  owning  and  managing  specific
                                     property in Elko  County,  Nevada.  OIHC is
                                     91% owned by DHI and  currently has no real
                                     estate holdings.


- --------------------------------------------------------------------------------
                                                                            F-16
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------



3.   Subsidiaries           o        Canton Industrial  Corporation of Salt Lake
     Continued                       City  (CICSLC),  a  Utah  corporation,  was
                                     incorporated  on September 29, 1993 for the
                                     purpose of acquiring, owning and managing a
                                     specific property. CICSLC sold the property
                                     in December  1998,  and  currently  holds a
                                     promissory note from the purchaser, secured
                                     by a deed of trust on the property,  in the
                                     amount of $255,000, bearing interest at 8%,
                                     principal  and interest due March 31, 2002.
                                     CICSLC is 80% owned by DHI and 10% owned by
                                     the Company.

                            o        Golden Opportunity Development Corporation
                                     (GODC), was incorporated in Louisiana on
                                     May 7, 1997 and redomiciled to Nevada
                                     during 2000. GODC owned and operated The
                                     General Lafayette Inn located in the
                                     downtown area of Baton Rouge, Louisiana,
                                     and is owned 21% by DHI and 63% by the
                                     Company. The General Lafayette was sold in
                                     January 2002.

                            o        Canton's Wild Horse Ranch II, Inc.
                                     (CWHRII), was incorporated in Arizona on
                                     February 3, 1994, for the purpose of
                                     acquiring, owning and managing certain
                                     unimproved raw land. The land was sold in
                                     1999 and currently CWHRII has minimal
                                     assets and is owned 91% by DHI.

                            o        West Jordan Real Estate Holdings, Inc.
                                     (WJREH), was formed on June 7, 1994 in Utah
                                     for the purpose of acquiring, owning and
                                     managing a specific property. WJREH
                                     currently owns a commercially rented retail
                                     shopping plaza in Salt Lake City, Utah.
                                     WJREH is owned 89% by DHI.

                            o        Salt Lake Development, Inc. (SLD), is a
                                     Utah corporation formed on January 21, 1994
                                     as Canton's Commercial Carpet Corporation.
                                     On May 31, 2001, its name was changed to
                                     Salt Lake Development, Inc. SLD owns the
                                     building where the Company's office is
                                     located, in addition to the New Brigham
                                     apartments in Ogden, Utah.


- --------------------------------------------------------------------------------
                                                                            F-17
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------


3.   Subsidiaries           o        Kearns Development  Corporation (Kearns), a
     Continued                       Nevada   corporation,    was   incorporated
                                     February 16, 1996 as Cyber Studio,  Inc. On
                                     April 4,  2001,  its name  was  changed  to
                                     Kearns  Development   Corporation.   During
                                     2000,   Kearns   purchased  a  commercially
                                     rented building in Kearns,  Utah.  Pursuant
                                     to  the  Wichita  Development   transaction
                                     mentioned  below,  Kearns  is more than 80%
                                     owned by  Wichita  Development  Corporation
                                     from October 17, 2001 to December 31, 2001.
                                     Prior to October 17, 2001, Kearns was owned
                                     86% by DHI.

                            o        Diversified Holdings XIX, Inc. (DHXIX), a
                                     Nevada corporation, was formed on April 29,
                                     1996, for the purpose of acquiring, owning
                                     and managing certain real estate property.
                                     On August 2, 1996, DHXIX purchased land in
                                     Cheriton, Virginia. The land has
                                     subsequently been sold. Currently DHXIX has
                                     minimal assets and is owned 100% by DHI.

                            In addition to DHI, the Company has majority
                            ownership in the following subsidiaries:

                            o        Wasatch Capital Corporation (WCC), a Utah
                                     corporation, was incorporated on June 10,
                                     1991. WCC owns a commercially rented
                                     building in downtown Salt Lake City and is
                                     owned 15% by Hudson and 65% by the Company.

                            o        Downtown Development Corporation
                                     (Downtown), was incorporated by the Company
                                     on November 30, 1999 in Utah as A-Z South
                                     State Corporation. On August 22, 2001, its
                                     name was changed to Downtown Development
                                     Corporation. Downtown owns a commercially
                                     rented building in Salt Lake City, Utah,
                                     and is 100% owned by the Company.


- --------------------------------------------------------------------------------
                                                                            F-18
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------



3.   Subsidiaries           o        Wichita  Development  Corporation  (WD) was
     Continued                       organized  under  the laws of the  State of
                                     Nevada   on    February    15,    1996   as
                                     Cyberbotanical,  Inc. WD was in development
                                     stage  until  August 30, 2000 at which time
                                     it issued 18,400,000 shares of common stock
                                     to Kelly's Coffee Group,  Inc. for $540,554
                                     and   purchased   a  building  in  Wichita,
                                     Kansas, known as the Board of Trade Center.
                                     On October 12, 2000, WD changed its name to
                                     Wichita Development Corporation. On October
                                     17, 2001, the Company purchased  18,100,000
                                     shares  of   restricted   stock  of  Kearns
                                     Development  Corporation,  a majority owned
                                     subsidiary of Axia Group,  Inc. in exchange
                                     for issuing 80,000,000 shares of its common
                                     stock to Axia  Group,  Inc.  As a result of
                                     the transaction,  Kearns is an 85.6 percent
                                     owned  subsidiary  of WD  and WD  became  a
                                     greater than 80 percent owned subsidiary of
                                     Axia  Group,  Inc.  when the  newly  issued
                                     shares are combined with the shares already
                                     owned  by Axia and its  subsidiaries.  As a
                                     result of the  transaction,  the operations
                                     of  WD  from  October  17,  2001,  date  of
                                     acquisition  to  December  31, 2001 and the
                                     operations  of  Kearns  for the year  ended
                                     December  31,  2001  are  included  in  the
                                     Company's       consolidated      financial
                                     statements.

                            o        Wichita Properties, Inc. (WPI) was
                                     organized under the laws of the State of
                                     Nevada on October 18, 2001 for the purpose
                                     of acquiring, owning and managing certain
                                     real property no yet identified and
                                     purchased. Currently, WPI has minimal
                                     assets and is owned 100% by WD.

                            o        Canton Tire Recycling of West Virginia,
                                     Inc. (CTRWV), was incorporated by the
                                     Company on February 25, 1993, in West
                                     Virginia, for the purpose of acquiring,
                                     owning and managing a specific property.
                                     CTRWV holds the Parkersburg Terminal,
                                     recorded as real property held for sale of
                                     $232,104 and property and equipment of
                                     $59,209, and is 100% owned by the Company.


- --------------------------------------------------------------------------------
                                                                            F-19
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------


3.   Subsidiaries           Ownership  in the  following  companies,  previously
     Continued              consolidated  subsidiaries,  was transferred to Fung
                            Shuei  Consulting,  Inc.,  formerly  known  as World
                            Alliance Consulting, Inc. (see note 6) during 2000:

                            Oasis International, Inc.

                            Adobe Hills Ranch II, LLC

                            Diversified Holdings II, Inc.

                            Diversified Land and Cattle Co.

                            Great Basin Water Corporation

                            Lexington 3 Mile East Terrace Mountain Estates, Inc.

                            Lexington 4 Mile East Terrace Mountain Estates, Inc.

                            Lexington  One  Mile  East  Little  Pigeon  Mountain
                            Estates, Inc.



4.   Income Taxes           The Company  provides for  deferred  income taxes on
                            temporary differences which represent tax effects of
                            transactions  reported  for tax  purposes in periods
                            different than for book purposes.

                            The provision for income taxes for the years ended
                            December 31 results in an effective tax rate which
                            differs from federal income tax rates as follows:


                                                     2001          2000
                                                ---------------------------

 Expected tax benefit at federal
   statutory rate                               $ (1,482,000) $    (26,000)
 State income tax benefit, net of
   federal income tax benefit                       (218,000)       (4,000)
 Other                                                 32,000             -
 Change in valuation allowance                      1,668,000        30,000
                                                ----------------------------

      Income tax benefit                        $           - $           -
                                                ----------------------------

- --------------------------------------------------------------------------------
                                                                            F-20
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------


4.   Income Taxes           The  components  of  the  net  deferred  tax  as  of
     Continued              December 31, 2001 are as follows:



      Allowance for doubtful accounts                         $      45,000
      Net operating loss carryforward                             1,969,000
      Impairment of marketable securities                           713,000
      Impairment of long-lived assets                               266,000
                                                               ------------

                                                                  2,993,000

      Valuation allowance                                       (2,993,000)
                                                               -------------

          Net deferred taxes                                  $           -
                                                               -------------


                            The Company conducts a periodic examination of its
                            valuation allowance. Factors considered in the
                            evaluation include recent and expected future
                            earnings and the Company's liquidity and equity
                            positions. As of December 2001, the Company has
                            established a valuation allowance for the entire
                            amount of net deferred tax assets because there is
                            significant uncertainty surrounding its ultimate
                            realization.

                            The Company has net operating loss ("NOL")
                            carryforwards at December 31, 2001 Applied conducts
                            a periodic examination of its valuation allowance.
                            Factors of approximately $5,049,000 which expire
                            beginning in 2011. The NOL considered in the
                            evaluation include recent and expected future
                            earnings and carryforwards are limited to use
                            against future taxable income due to changes
                            Applied's liquidity and equity positions. As of
                            December 2001, 2000 and 1999, in ownership and
                            control. Applied has established a valuation
                            allowance for the entire amount of net
                            deferred tax assets.
<TABLE>
<CAPTION>

5.   Notes                  Notes   receivable   consist  of  the  following  at
     Receivable             December 31, 2001:

<S>                                                                             <C>

                            Notes receivable from an individual, with interest
                            at 8%, due March 31, 2002, secured by the
                            individual's 50%, interest in a building            $     255,000

                            Note receivable from the son of a former significant
                            stockholder  with  interest  at 9%,  due on  demand,
                            secured by marketable securities                           30,000






</TABLE>

- --------------------------------------------------------------------------------
                                                                            F-21
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>

<S>                                                                             <C>
5.   Notes                   Note receivable from an individual, with interest at
     Receivable              7%, due on demand, unsecured                              12,500
     Continued                                                                  --------------
                                                                                      297,500

                             Less: current portion                                    (42,500)

                                                                                $     255,000
                                                                                ==============
</TABLE>

6.   Fixed Assets           Fixed  assets  consist of the  following at December
                            31, 2001:
<TABLE>

<S>                                                                                       <C>
                                 Buildings and improvements                               $       6,340,334
                                 Furniture and equipment                                            160,720
                                 Vehicles                                                            47,185
                                 Accumulated depreciation                                         (834,716)
                                                                                          ------------------

                                                                                          $       5,713,523

                                 Land                                                             1,835,649
                                                                                          ------------------

                                                                                          $       7,549,172
                                                                                          ------------------


</TABLE>

7.   Real                   As of December 31, 2001, real property held for sale
     Property               consists of land of $250,397.
     Held for Sale

8.   Debt                   The Company's  long-term debt consists the following
                            at December 31, 2001:

Note payable bearing interest at 6%, monthly payments of
$11,391, due 2027, secured by first trust deed on land
and buildings                                             $       1,780,600

Mortgage payable bearing interest at 9%, monthly
payments of $6,661, due April 2002, secured by first
trust deed on land                                                  640,935


- --------------------------------------------------------------------------------
                                                                            F-22
<PAGE>
<TABLE>
<CAPTION>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------



<S>                                                                                     <C>
8.   Debt                   Note  payable  bearing  interest  at 9.25%,  monthly
     Continued              payments  of $5,737  due May 2002,  secured by first
                            trust deed on land and  building,  guaranteed by the
                            Company's president and CEO

                            Note  payable  bearing  interest  at 9.25%,  monthly
                            payments  of $5,737 due  May 2002,  secured by first
                            trust deed on land and  building,  guaranteed by the
                            Company's president and CEO                                 616,301

                            Mortgage  payable  bearing  interest at 9%,  monthly
                            payments  of  $6,028,  due  August 2003,  secured by
                            first trust deed on land and building                       608,844

                            Mortgage payable bearing interest at 12.07%, monthly
                            payments of $6,172, due July 2029,  secured by first
                            trust deed on land and building                             594,762

                            Mortgage payable bearing interest at 11.13%, monthly
                            payments of $5,934,  due February  2029,  secured by
                            first trust deed on land and building                       577,139

                            Mortgage payable bearing interest at 9.725%, monthly
                            payments of $4,231,  due  December 2002,  secured by
                            first trust deed on land                                    374,998

                            Mortgage payable bearing interest at 10.97%, monthly
                            payments of $2,689,  due February  2026,  secured by
                            first deed of trust on land and buildings                   273,360

                            Mortgage payable bearing interest at 8.75%,  monthly
                            payments of $362,  due  July 2017,  secured by first
                            trust deed on land and building                              36,873

                            Mortgage payable bearing interest at 8.25%,  monthly
                            payments  of $301,  due  September 2016,  secured by
                            first trust deed on building 30,840

                            Note  payable  bearing  interest  at 9.35%,  monthly
                            payments of $970, due April 2004, secured by vehicle
                                                                                         29,296
</TABLE>

- --------------------------------------------------------------------------------
                                                                            F-23
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                     <C>
8.   Debt                   Mortgage payable bearing interest at 9.50%,  monthly
     Continued              payments of $309,  due March 2015,  secured by first
                            trust   deed   on   land   and    building                   27,888

                                                                                      5,591,836

                            Less current portion                                     (1,151,892)
                                                                               ------------------

                                                                               $      4,439,944
                                                                               ------------------


                            Less current portion

                            Scheduled principal reductions are as follows:

                            Year Ending December 31:

                            2002                                              $       1,151,892
                            2003                                                        671,632
                            2004                                                        651,401
                            2005                                                         52,646
                            2006                                                         56,573
                            Thereafter                                                3,007,692
                                                                              ------------------

                                                                              $       5,591,836
                                                                              ------------------

</TABLE>
9.   Related                On January 4, 2001,  the Company sold 50,000  shares
     Party                  of  restricted  common stock to Wichita  Development
     Transactions           Corporation at a price of $.76 per share for a total
                            of $37,875 in cash.  On March 1, 2001,  the  Company
                            sold 406,349  shares of  restricted  common stock to
                            Wichita   Development   for  $200,000  in  cash  and
                            1,760,702   shares  of  common   stock  of   Wichita
                            Development.  The shares  sold by the  Company  were
                            valued  at  $.75  per  share  for a total  value  of
                            $304,760.  The Wichita  Development  shares received
                            were  valued  at  $.06  per  share  or  a  value  of
                            $104,760. On April 27, 2001, the Company sold 90,090
                            shares  of   restricted   common  stock  to  Wichita
                            Development at a price of $.28 per share for a total
                            of $25,000 in cash.  On June 5,  2001,  the  Company
                            sold 121,212  shares of  restricted  common stock to
                            Wichita  Development for $50,000 in cash. The shares
                            sold by the  Company  were valued at $.41 per share.
                            At the  time of these  sales  of  stock  to  Wichita
                            Development, the Company, its subsidiaries,  and its
                            officers and directors owned in excess of 50% of the
                            outstanding   shares  of  Wichita   Development  and
                            Richard Surber was president of both the Company and
                            Wichita Development.

- --------------------------------------------------------------------------------
                                                                            F-24
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

9.   Related                On April 27, 2001,  Salt Lake  Development,  Inc., a
     Party                  subsidiary of the Company  borrowed  $49,566.05 from
     Transactions           Wichita Development pursuant to a promissory note at
     Continued              10% interest per annum.  The note is due and payable
                            on April 30,  2003.  On June 5,  2001,  The  Company
                            borrowed $50,000 from Wichita  Development  pursuant
                            to a promissory note at 10% interest per annum.  The
                            note is due and payable on  September  5, 2002.  The
                            note is  secured  by one  million  shares  of common
                            stock of Elocity Networks Corporation.  On September
                            6, 2001, West Jordan Real Estate  Holdings,  Inc., a
                            subsidiary of the  Company,  borrowed  $16,849  from
                            Wichita Development pursuant to a promissory note at
                            10% interest per annum. The note was due and payable
                            on March 6, 2002. On March 1, 2002,  the West Jordan
                            Real  Estate  Holdings,  Inc.  note was  extended to
                            March 30, 2003. At the time of these borrowings from
                            Wichita Development,  the Company, its subsidiaries,
                            and its  officers and  directors  owned in excess of
                            50% of the outstanding shares of Wichita Development
                            and Richard Surber was president of both the Company
                            and  Wichita  Development.  Because  each  of  these
                            entities  is a  majority  owned  subsidiary  of  the
                            Company,  these debt obligations were all eliminated
                            upon consolidation.

                            On October 17, 2001, the Company entered into a
                            Stock Purchase Agreement with Wichita Development,
                            pursuant to which the Company sold to Wichita
                            Development approximately 85.6% of the issued and
                            outstanding shares of Kearns Development Corporation
                            (Kearns), a Nevada corporation that owns real estate
                            consisting of a fully rented office building located
                            in Salt Lake County, Utah. The Company delivered
                            18,100,000 shares of Kearns common stock to Wichita
                            Development in exchange for 80,000,000 shares of
                            Wichita Development's common stock. As a result of
                            the transaction, the Company became a holder of in
                            excess of 80% of the stock of Wichita Development.
                            This transaction caused Wichita Development to
                            become a majority-owned subsidiary of the Company,
                            and Kearns to become a majority owned subsidiary of
                            Wichita Development. At the time of this
                            transaction, the Company, subsidiaries, and its
                            officers and directors owned in excess of 50% of the
                            outstanding shares of Wichita Development, and
                            Richard Surber was president of both the Company and
                            Wichita Development.


- --------------------------------------------------------------------------------
                                                                            F-25
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

9.   Related                Prior to June 29, 2000, Mr. Allen Wolfson was deemed
     Party                  to be a "control  person" of the Company (as defined
     Transactions           in  Rule  12b-2  promulgated  under  the  Securities
     Continued              Exchange  Act of 1934) by virtue  of his  beneficial
                            ownership of over 5% of the Company's  common stock,
                            and the  potential  influence  Mr.  Wolfson had with
                            respect to the  Company's  day-to day  operations in
                            his role as a finder of potential  transactions  for
                            the Company,  and as primary business  consultant to
                            the  Company.  Mr.  Wolfson  is also  the  uncle  of
                            Richard  Surber,  the  Company's  president,   chief
                            executive  officer  and  director.  Because  of  the
                            nature  of  Mr.  Wolfson's   relationship  with  the
                            Company,   the   following   transactions   may   be
                            considered related party transactions:

                            o        On June 22,  2000,  the  Company  agreed to
                                     pledge two buildings, owned by consolidated
                                     subsidiaries   Canton's  Commercial  Carpet
                                     Corporation     and     Wasatch     Capital
                                     Corporation,  as corporate  surety bonds on
                                     behalf of Allen Wolfson, for the benefit of
                                     a bonding company.  On June 23, 2000, trust
                                     deeds with the  principal  sum of  $500,000
                                     were executed and recorded  pursuant to the
                                     pledges.  At the time of the  pledges,  Mr.
                                     Wolfson  was a control  person  of  Wasatch
                                     Capital Corporation.  He is also a personal
                                     guarantor  for the  first  deed of trust on
                                     the building  owned by Canton's  Commercial
                                     Carpet Corporation.

                            o        On June 29, 2000, the Company entered into
                                     a Stock Purchase Agreement with World
                                     Alliance Consulting, Inc. (WACI) an entity
                                     controlled by Mr. Wolfson whereby the
                                     Company acquired 441,730 shares of its own
                                     common stock for the treasury, in exchange
                                     for a release of debt in the amount of
                                     $662,595 owed to the Company by WACI and
                                     related entities. This transaction was
                                     entered into to eliminate Mr. Wolfson's
                                     status as a control person of the Company.


- --------------------------------------------------------------------------------
                                                                            F-26
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

9.   Related                o        During  July and August  2000,  the Company
     Party                           entered into Stock Purchase Agreements with
     Transactions                    WACI whereby the Company acquired 2,850,000
     Continued                       restricted  common  shares of  Chattown.com
                                     Network,  Inc.  common  stock  and  500,000
                                     restricted  common  shares of Freedom Surf,
                                     Inc.   valued   based   on    marketability
                                     discounts of 45% and 25% at the transaction
                                     dates,  at $0.2922  and  $0.9091  per share
                                     respectively, for a total value received of
                                     $1,287,305.   In   exchange,   the  Company
                                     transferred  ownership in subsidiaries  and
                                     fixed   assets   with  net  book  value  of
                                     $3,382,680,   subject  to   liabilities  of
                                     $2,905,850,  and released debts owed to the
                                     Company  in the amount of  $671,171,  for a
                                     total  gain  on  disposition  of  $139,304.
                                     Pursuant to these transactions,  $1,287,305
                                     is  included  in  revenues   from  sale  of
                                     property and the transactions  were treated
                                     as non-cash for  purposes of the  statement
                                     of cash flows. The subsidiaries disposed of
                                     are  listed in note 3.  These  transactions
                                     were  entered  into to divest  ownership in
                                     subsidiaries   and   assets  in  which  Mr.
                                     Wolfson was significantly involved.

                            Transactions involving Richard Surber, CEO, director
                            and shareholder:

                            o        In   August  of  1997,   Canton   Financial
                                     Services Corporation (CFSC), a consolidated
                                     subsidiary of the Company, executed a lease
                                     agreement with Mr. Surber pursuant to which
                                     Mr.  Surber is  leasing  an  interest  in a
                                     condominium to the Company. The condominium
                                     is located in Brian  Head,  Utah,  in close
                                     proximity  to other  condominiums  owned by
                                     the Company's subsidiaries. The lease has a
                                     term of five  years and  expires  on August
                                     29,  2003.  The lease  provides for monthly
                                     payments  of $900.  CFSC has an  option  to
                                     purchase  the   condominium   for  $84,814,
                                     reduced monthly by a portion of the payment
                                     attributable  to  principal.  In the  event
                                     that   the   value   of   the   condominium
                                     appreciates and CFSC has arranged a sale of
                                     the  condominium  prior to  exercise of the
                                     option,  the option  price shall be $84,814
                                     plus 10% of the  amount  by which the total
                                     sales price exceeds $84,814.

- --------------------------------------------------------------------------------
                                                                            F-27
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

9.   Related                o        On December  13,  2000 the Company  entered
     Party                           into a  Stock  Pledge  Agreement  with  Mr.
     Transactions                    Surber,  whereby the Company  obtained  Mr.
     Continued                       Surber's personal guaranty on a new loan in
                                     the amount of $625,000, which loan was used
                                     to finance the  purchase of a building by a
                                     consolidated  subsidiary of the Company. In
                                     exchange, the Company issued 833,333 shares
                                     of its  common  stock  to Mr.  Surber.  The
                                     agreement  calls  for Mr.  Surber to return
                                     the  shares to the  Company at such time as
                                     he is released from personal  liability for
                                     the loan. Mr. Surber has agreed not to sell
                                     or transfer the shares, except in the event
                                     of a demand for payment  under the personal
                                     guaranty given to a bank.

                            o        On January 23, 2002 the Company's  Board of
                                     Directors    authorized    an    additional
                                     1,570,513 shares of restricted common stock
                                     to be  issued  to  Mr.  Surber  to  act  as
                                     additional  collateral for this loan.  This
                                     action   was  taken  as  a  result  of  the
                                     difference  between the market value of the
                                     original  shares issued as  collateral  and
                                     the outstanding loan balance resulting from
                                     a  decline  in the  value of the  Company's
                                     common  stock.  The  additional  shares are
                                     subject to the same terms and conditions as
                                     the earlier issuance.

                            o        Mr.   Surber  has  at  various  times  been
                                     appointed   to  serve  as  an   officer  or
                                     director  for some  clients of the Company.
                                     These  appointments  have been disclosed to
                                     the disinterested  members of the board and
                                     the approval of the board of directors  has
                                     been  granted  in each of these  cases.  As
                                     payment  for  services  provided  to  these
                                     corporations,   Mr.   Surber  has  received
                                     securities of those corporations, and these
                                     transactions  have  been  disclosed  to the
                                     board of directors in each case. Mr. Surber
                                     holds    a    significant    interest    in
                                     approximately 20 shell companies.

                            o        During 2000 the Company compensated Mr.
                                     Surber with securities that had been
                                     received from clients of The Company. The
                                     disinterested members of the board of
                                     directors reviewed these payments and
                                     approved them.


- --------------------------------------------------------------------------------
                                                                            F-28
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

10.  Dividends              During  2000,  the  Company  paid  dividends  to its
                            shareholders   in  the   form   of  one   share   of
                            Professional  Wresting  Alliance (PWAA) common stock
                            for every  two  shares  of the  Company  held at the
                            declaration  date.  The PWAA  shares  were valued at
                            $0.075 per share.  1,546,957 shares were distributed
                            for a total of $116,022.


11.  Treasury               During   2001,   the   Company    acquired   Wichita
     Stock                  Development,  which held  751,351  common  shares of
                            Axia Group valued at cost basis of  $476,483.  These
                            treasury shares are reflected as a  reclassification
                            of  Company  stock  held  by   subsidiaries  on  the
                            consolidated statement of stockholders' equity.

                            Also during 2001, the Company purchased 68,085
                            shares of its own common stock for $14,298. This
                            transaction is reflected as a purchase of treasury
                            stock on the consolidated statement of stockholders'
                            equity.

                            On June 29, 2000, the Company entered into a Stock
                            Purchase Agreement with WACI whereby the Company
                            acquired 441,730 shares of its own common stock for
                            the treasury, in exchange for a release of debt in
                            the amount of $662,595 owed to the Company by WACI
                            and related entities (see note 9).


12.  Marketable             The cost and approximate  market value of securities
     Securities             available  for  sale at  December  31,  2001  are as
                            follows:
<TABLE>
<CAPTION>


                                     Gross Unrealized        Recognized Losses       Market
                       Cost                                  Due to Impairment        Value
                                 --------------------------
                                    Gains       Losses
                   -----------------------------------------------------------------------------

<S>                <C>           <C>           <C>             <C>              <C>
                   $   2,854,838 $   557,509   $ (429,717)    $   (1,827,009)   $   1,155,621
</TABLE>

                            Proceeds from the sale of securities available for
                            sale totaled $113,671 and $4,500,714 for the year
                            2001 and 2000, respectively, on which gross gains of
                            $37,455 and $3,179,423 and gross losses of
                            $1,064,494 and $2,006,580 were realized for the
                            years ended December 31, 2001 and 2000,
                            respectively.

- --------------------------------------------------------------------------------
                                                                            F-29
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

12.  Marketable             During the year ended  December 31, 2001 the Company
     Securities             recognized   an  expense  of   $1,827,009,   due  to
     Continued              impairment of marketable securities.  Because of the
                            significant  decline  in  value  of such  marketable
                            securities,  the  unrealized  loss was  deemed to be
                            permanent,  therefore the  impairment was recognized
                            as an expense in the statement of operations.


13.  Contingent             Canton, Illinois Property - environmental cleanup
     Liabilities
                            A legal action was filed in September 1993 against
                            the Company seeking the cleanup of tires and
                            potentially toxic paint drums at a plant in Canton,
                            Illinois, then owned by a consolidated subsidiary of
                            the Company. On September 28, 1995, the Illinois
                            Environmental Protection Agency (IEPA) informed the
                            Company it was rejecting the proposed plan of the
                            Company for tire cleanup, and would send its own
                            contractor to remove the remaining tires. The
                            Company sought relief from this decision from the
                            Circuit Court in Fulton County, Illinois. After a
                            hearing on October 10, 1995, the Circuit Court
                            denied any relief to the Company. Both the Company
                            and the IEPA contractor removed tires. The State
                            filed an action before the Illinois Pollution
                            Control Board seeking to recover $326,154 as costs
                            incurred to remove the tires and an equal amount as
                            punitive damages. An award for costs of $326,154 was
                            entered against the Company. On August 25, 1999, the
                            Company entered into an agreement whereby the award
                            is to be paid in quarterly installments of $20,000
                            at an interest rate of 5.45%. At December 31, 2001,
                            the Company had not made $80,000 of payments which
                            were due. The principal balance at December 31, 2001
                            is $222,629.

                            Parkersburg, West Virginia - environmental cleanup

                            Environmental cleanup related to this site required
                            by the West Virginia Division of Environmental
                            Protection (WVDEP), included the testing of soil
                            located on the site. Tests were taken and results
                            were submitted to WVDEP as part of the final report
                            on tank cleanup completed on the site. The soil
                            tests showed evidence of contamination in excess of
                            state limits. Any action and cost related to the
                            results of these tests are still pending before the
                            WVDEP. Pursuant to the testing, Canton Tire
                            Recycling of West Virginia, incurred fines totaling
                            $88,000 and payable in annual installments of
                            $20,000. The principal balance at December 31, 2001
                            is $46,499.

- --------------------------------------------------------------------------------
                                                                            F-30
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

13.  Contingent             Possible  Actions  by  Governmental   Authorities  -
     Liabilities            Canton, Illinois Property
     Continued
                            In  January  2000 the  United  States  Environmental
                            Protection  Agency  forwarded  to the Company and to
                            Thistle  Holdings,  Inc.,  a letter  informing  each
                            corporation  that  the  EPA has  identified  them as
                            potentially responsible parties, as former owners or
                            operators  of  certain  property  located in Canton,
                            Illinois, for reimbursement of all costs incurred by
                            the  EPA  for   actions   taken   pursuant   to  the
                            Comprehensive Environmental Response,  Compensation,
                            and  Liability Act of 1980  (CERCLA),  including the
                            removal  of  storage  tanks and their  contents  and
                            other   hazardous   materials   as  located  on  the
                            identified  property.  Both  corporations  responded
                            that they were not currently owners nor operators of
                            the property  (the City of Canton having taken title
                            to the  property  in 1999)  and  that the  materials
                            identified as requiring  removal,  friable  asbestos
                            and asbestos-containing material, were placed on the
                            site  by  owners  prior  to the  acquisition  of the
                            property  by  either  of  these  corporations.   The
                            Company  declined to involve  itself in the clean-up
                            process,  no response  nor  additional  demands have
                            been made by the EPA as of this date.

                            In February 2001, the United States Environmental
                            Protection Agency forwarded to the Company a letter
                            informing the Company that the EPA has identified
                            the Company as a potentially responsible party, as a
                            former owner or operator of the Canton, Illinois
                            property, for reimbursement of costs for the removal
                            of contaminated soils from the property, incurred by
                            the EPA. The Company responded that it did not
                            believe that it had any liability for soil
                            contamination at the site and declined to involve
                            itself in the proposed clean-up activities of the
                            EPA. The Company has not owned nor controlled the
                            property since 1999 when the City of Canton took
                            title.


- --------------------------------------------------------------------------------
                                                                            F-31
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

14.  Encumbrances           On June 22, 2000,  the Company  agreed to pledge two
                            buildings,   owned  by   consolidated   subsidiaries
                            Canton's  Commercial Carpet  Corporation and Wasatch
                            Capital  Corporation,  as corporate  surety bonds on
                            behalf  of  Allen  Wolfson,  for  the  benefit  of a
                            bonding company.  On June 23, 2000, trust deeds with
                            the  principal  sum of $500,000  were  executed  and
                            recorded pursuant to the pledges. At the time of the
                            pledges, Mr. Wolfson was a control person of Wasatch
                            Capital Corporation. He is also a personal guarantor
                            for the first deed of trust on the building owned by
                            Canton's Commercial Carpet  Corporation.  Management
                            does  not  believe  that the  Company  is at risk of
                            forfeiting  the  property   securing  the  corporate
                            surety bonds. Consequently,  no loss contingency has
                            been recorded in these financial statements for any
                            possible forfeiture.


15.  Impairment             On June 10, 2001, GODC, a subsidiary of the Company,
     of                     entered into a sales  agreement to sell its building
     Long-Lived             and land to  LaFayette  Development  Holding LLC for
     Assets                 $2,332,000.  During 2001,  GODC received  $55,000 of
                            earnest  money.  This  amount  is  included  on  the
                            balance  sheet in accrued  liabilities,  as the sale
                            was not finalized at December 31. Based on the sales
                            agreement,   the  Company   anticipated  a  loss  of
                            approximately $562,859 on the sale. As a result, the
                            Company  booked an  impairment  loss on the value of
                            the building  for that  amount.  On January 3, 2002,
                            the Company  finalized  the sale of the building and
                            land for  $2,332,000.  Net proceeds  received  after
                            payment of the mortgage  note  balance,  taxes,  and
                            other related charges were approximately $330,000.

                            During 2000 the Company assessed the net realizable
                            value of the Parkersburg Terminal in West Virginia.
                            The assessment revealed that the property may be
                            impaired as to value. Using a certified appraisal
                            and estimating costs of disposal, the property was
                            determined to have a net realizable value of
                            $308,397 and a net book value of $427,183.
                            Consequently, the Company recorded a loss due to
                            asset impairment in the amount of $118,786.

- --------------------------------------------------------------------------------
                                                                            F-32
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

16.  Sale of                On August 2, 2001, the Company  entered into a stock
     Subsidiaries           purchase  agreement  with a company  to  divest  its
                            entire   ownership  of  Nephi   Development,   Inc.,
                            formerly known as Cyber  Lacrosse,  Inc.,  which was
                            89% owned by the Company prior to  divestiture.  The
                            Company  received $100 in exchange for its ownership
                            interest which resulted in a loss of $17,087.

                            On August 2, 2001, the Company entered into a stock
                            purchase agreement with a company to divest its
                            entire ownership of Taylor's Landing, Inc., which
                            was 91% owned by the Company prior to divestiture.
                            The Company received $100 in exchange for its
                            ownership interest which resulted in a loss of
                            $21,631.


17.  Stock-Based            The  Financial  Accounting  Standards  Board  issued
     Compensation           Statement of Financial Accounting Standards No. 123,
                            "Accounting for Stock-Based  Compensation" (FAS 123)
                            which established financial accounting and reporting
                            standards  for  stock-based  compensation.  The  new
                            standard  defines a fair value method of  accounting
                            for an  employee  stock  option  or  similar  equity
                            instrument. This statement gives entities the choice
                            between adopting the fair value method or continuing
                            to use the intrinsic  value method under  Accounting
                            Principles  Board (APB) Opinion No. 25 with footnote
                            disclosures  of the pro forma effects as if the fair
                            value method had been adopted. The Company has opted
                            for   the   latter   approach.    Accordingly,    no
                            compensation  expense  has been  recognized  for the
                            stock option plans.

                            Had compensation expense for the Company's stock
                            option plan been determined based on the fair value
                            at the grant date for awards in 2001 and 2000
                            consistent with the provisions of FAS No. 123, the
                            Company's results of operations would have been
                            reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                                -----------------------------------
                                                                      2001              2000
                                                                -----------------------------------

<S>                                                             <C>               <C>
                         Net loss - as reported                 $     (4,360,082) $        (76,034)
                         Net loss - pro forma                   $     (4,535,512) $       (232,141)
                         Net loss per share - as reported       $          (0.87) $          (0.03)
                         Net loss per share - pro forma         $          (0.90) $          (0.07)
                                                                ------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
                                                                            F-33
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

17.  Stock-Based            A schedule of the stock options at December 31, 2001
     Compensation           is as follows:
     Continued
<TABLE>
<CAPTION>

                                                                     Number of     Price per
                                                                      Options        share
                                                                    ----------------------------

                    Outstanding at:
<S>                                                                  <C>         <C>
                        January 1, 2000                                    9,546 $  1.00 - 6.00
                        Granted                                          392,000    0.75 - 0.97
                        Exercised                                              -              -
                        Expired                                                -              -
                                                                    ----------------------------

                    Outstanding at:
                        December 31, 2000                                401,546    0.75 - 6.00
                        Granted                                           25,000           0.25
                        Exercised                                              -              -
                        Canceled                                        (72,000)    0.75 - 0.97
                                                                    ----------------------------

                    Outstanding at:
                        December 31, 2001                                354,546 $  0.25 - 6.00
                                                                    ----------------------------
</TABLE>

                            The following  table  summarizes  information  about
                            fixed stock options
<TABLE>
<CAPTION>


                                                Options Outstanding             Options Exercisable
                                       ----------------------------------------------------------------
                                                     Weighted
                                                      Average
                                                     Remaining   Weighted                  Weighted
                           Range of      Number     Contractual   Average      Number       Average
                           Exercise    Outstanding     Life       Exercise   Exercisable    Exercise
                            Prices     at 12/31/01    (Years)      Price     at 12/31/01     Price
                         ------------------------------------------------------------------------------

<S>                      <C>               <C>           <C>     <C>             <C>       <C>
                             $    0.25       25,000        4.81    $    0.25       25,000    $    0.25
                           0.97 - 1.00      324,546        3.73         0.97      324,546         0.97
                                  2.20        3,000        4.89         2.20        3,000         2.20

                                  6.00        2,000        4.89         6.00        5,000         6.00
                         ------------------------------------------------------------------------------

                         $ 0.25 - 6.00      354,546        3.82    $    0.99    $ 350,000         0.99
                         ------------------------------------------------------------------------------

</TABLE>

- --------------------------------------------------------------------------------
                                                                            F-34
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

18.  Segment                Using  the  guidelines  set  forth in SFAS No.  131,
     Information            "Disclosures  about  Segments of an  Enterprise  and
                            Related  Information," Axia Group has identified two
                            reportable  segments in which it  operates  based on
                            the services it provides.  The  reportable  segments
                            are  as  follows:   Real  estate  operations  ("Real
                            Estate"), which primarily purchases, sells and rents
                            commercial  real estate;  and  Consulting  and other
                            operations ("Consulting and other"), which primarily
                            provides merger and acquisition structuring services
                            and also capital  restructuring,  general  corporate
                            problem solving and shareholder relations services.

                            Common overhead costs are included in the Consulting
                            and other segment as other expenses.

                            Beginning in 2001, management began evaluating
                            segment performance based on net income. Prior to
                            2001, management did not evaluate segment
                            performance.













- --------------------------------------------------------------------------------
                                                                            F-35
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

18.  Segment                The accounting policies of the segments are the same
     Information            as those  described  in the  summary of  significant
     Continued              accounting     policies.     Summarized    financial
                            information   concerning  Axia  Group's   reportable
                            segments is shown in the following table:

<TABLE>
<CAPTION>

                                                                                 Real      Consulting
                                                                   Total        Estate      and Other
                                                               -----------------------------------------

<S>                                                            <C>           <C>          <C>
                         Consulting revenue                    $     560,697 $          - $     560,697
                         Consulting revenue - related parties         94,038            -        94,038
                         Rental revenue                              939,447      939,447             -
                                                               -----------------------------------------
                                  Total revenue                    1,594,182      939,447       654,735

                         Cost of revenue:
                              Cost associated with consulting
                                revenue                              643,914            -       643,914
                              Cost associated with rental
                                revenue                              820,632      820,632             -
                              Interest expense associated with
                                rental revenue                       490,372      490,372             -
                                                               -----------------------------------------
                                  Total cost of revenue            1,954,918    1,311,004       643,914

                         Gross margin                              (360,736)    (371,557)        10,821

                         Impairment of long-lived assets             562,859      562,859             -
                         Impairment of marketable securities       1,827,009            -     1,827,009
                         Loss on sale of marketable securities     1,027,039                  1,027,039
                         Selling, general and administrative
                           expense                                   646,493       27,064       619,429
                                                               -----------------------------------------

                         Operating loss                          (4,424,136)    (961,480)   (3,462,656)

                         Other income (expense)
                              Interest income                        104,290            -       104,290
                              Interest expense                      (76,849)            -      (76,849)
                              Other expense                          (5,894)            -       (5,894)
                              Loss on disposal of subsidiaries      (38,718)            -      (38,718)
                                                               -----------------------------------------
                                  Total other expense               (17,171)            -      (17,171)

                         Loss before minority interest
                           and taxes                             (4,431,307)    (961,480)   (3,479,827)

                         Minority share of loss                       81,225            -        81,225
                         Provision for income taxes                        -            -             -
                                                               -----------------------------------------

                         Net loss                              $ (4,360,082) $  (961,480) $ (3,398,602)
                                                               =========================================
</TABLE>

- --------------------------------------------------------------------------------
                                                                            F-36
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

19.  Recent                 In July 2001, SFAS No. 141, "Business  Combinations"
     Accounting             and SFAS No.  142,  "Goodwill  and Other  Intangible
     Pronounce-             Assets" were issued.  SFAS 142  addresses  financial
     ments                  accounting  and reporting for acquired  goodwill and
                            other intangible  assets.  It requires,  among other
                            things,  that companies no longer amortize goodwill,
                            but instead test  goodwill for  impairment  at least
                            annually.  SFAS 142 is  required  to be applied  for
                            fiscal  years  beginning  after  December  15, 2001.
                            Currently,  the Company has no recorded goodwill and
                            will  assess how the  adoption  of SFAS 141 and SFAS
                            142 will impact its  financial  position and results
                            of operations in any future acquisitions.

                            The FASB recently issued FASB Statement No. 143
                            Accounting for Asset Retirement Obligations. This
                            Statement addresses financial accounting and
                            reporting for obligations associated with the
                            retirement of tangible long-lived assets and the
                            associated asset retirement costs. This Statement
                            applies to all entities. It applied to legal
                            obligations associated with the retirement of
                            long-lived assets that result from the acquisition,
                            construction, development and (or) the normal
                            operation of a long-lived asset, except for certain
                            obligations of leases. This Statement amends SFAS
                            19. The effective date for this Statement is June
                            15, 2002. The Company does not expect the adoption
                            of SFAS 143 to have a material impact on its
                            financial position and future operations.

                            The FASB recently issued FASB Statement No. 144,
                            Accounting for the Impairment of Disposal of
                            Long-Lived Assets. The new guidance resolves
                            significant implementation issues related to FASB
                            Statement No. 121, Accounting for the Impairment of
                            Long-Lived Assets and for Long-Lived Assets to be
                            Disposed of. Statement 144 is effective for fiscal
                            years beginning after December 15, 2001. Management
                            does not expect the adoption of SFAS No. 144 to have
                            a material impact on its financial position or
                            results of operations.


- --------------------------------------------------------------------------------
                                                                            F-37
<PAGE>


                                                                AXIA GROUP, INC.
                                      Notes to Consolidated Financial Statements
                                                               December 31, 2001
- --------------------------------------------------------------------------------

20.  Subsequent             On February  15,  2002,  the Company  entered into a
     Events /               stock purchase  agreement with Kelly's Coffee Group,
     Related                Inc. (Kelly's), whereby Kelly's acquired essentially
     Party                  all the assets of the Company  and its  subsidiaries
     Transactions           in exchange  for the issuance of  255,100,000  newly
                            issued restricted common shares of stock of Kelly's.
                            A Form 8-K  describing  the event in greater  detail
                            was filed with the  Securities  Exchange  Commission
                            (SEC)  on  February  27,  2002.  The  effect  of the
                            transaction  is that  Kelly's  became an 80%+  owned
                            subsidiary   of  the  Company  and  changed  from  a
                            development stage company to a holding company.

                            On March 15, 2002, Kelly's changed its name to Nexia
                            Holdings,  Inc. Going forward Nexia  Holdings,  Inc.
                            will be  included in Axia  Group,  Inc.'s  financial
                            statements  as  a  consolidated   entity,  but  will
                            continue to issue  separate  reports  under the name
                            Nexia Holdings, Inc. as required by SEC regulations.


















- --------------------------------------------------------------------------------
                                                                            F-38



<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

On October 2, 2001, Axia Group, Inc. ("Axia") retained Tanner+Co. of Salt Lake
City ("Tanner"), to be the principal accountant engaged to audit Axia's
financial statements. This action was taken to replace the firm of Mantyla &
McReynolds who had previously resigned as Axia's principal accountant. Axia's
board of directors approved the engagement of Tanner as the principal
accountant. Tanner is a Utah based public accounting and auditing firm that
specializes in SEC reporting companies.

Prior to engaging Tanner, Axia did not consult Tanner regarding the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on Axia's
financial statements or any other financial presentation whatsoever.

Axia has previously filed an 8-K, regarding the resignation of Mantyla &
McReynolds on September 17, 2001. Reference is made to that filing for all
details regarding the resignation of Axia's prior principal accountant.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

                Directors, Executive Officers and Control Persons


Name                        Age        Position(s)
- ----                        ---        -----------

Richard Surber              29        President, Chief Executive Officer and
                                      Director

Gerald Einhorn              61        Vice-President, Secretary and Director

Adrienne Bernstein          55        Director

John E. Fry, Jr.            67        Director

Ed G. Haidenthaller         38        Chief Financial Officer and Chief
                                      Operating Officer

Richard D. Surber was appointed to Axia's Board of Directors in June 1992 and
was appointed its Chief Executive Officer in March 1994. He was appointed as
Axia's president on May 6, 1996, and served a prior term as Axia's president
from March 1994 to August 1995. Mr. Surber was Axia's secretary from June 1992
to March 1994. Mr. Surber graduated from the University of Utah with a Bachelor
of Science degree in Finance and then with a Juris Doctorate with an emphasis in
corporate law including securities, taxation, and bankruptcy.

He has been an officer and director of several public companies, including:
Elocity Networks Corp., an Internet company unrelated to Axia (president and
director form June 1999 to April 10, 2000); Nexia Holdings, Inc. (fka Kelly's
Coffee Group, Inc.), formerly a shell company who then acquired many of Axia's
holdings in exchange for stock (president and director from May 1999 to the
present); Wichita Development Corporation, owner of an office building in

                                       18
<PAGE>

Wichita, Kansas (president and director December 15, 1999 to November, 12,
2001); and Golden Opportunity Development Corporation ("GODC"), a majority owned
subsidiary of Axia, (president and director from September 1999 to December 19,
2001). GODC's operations (until January 4, 2002), consisted of operating a 134
room motel in Baton Rouge, Louisiana. Mr. Surber is also the president and a
director of several reporting and non-reporting shell companies in which Axia
has ownership interests. These shell companies intend to become fully reporting
public companies.

Gerald Einhorn was appointed in October 1998 as a Director, Vice-President and
Secretary of Axia. He has been employed by Axia in its legal department since
February 1996 as an attorney working in the areas of real estate, corporate, and
securities matters. Prior to that time Mr. Einhorn was self employed for more
than 20 years in Long Island, New York as a wholesale distributor of fresh
produce and frozen foods to retail and institutional end users. He is a member
of the New York Bar and practiced law in New York State for a period of 10 years
before entering the food distribution business.

Adrienne Bernstein was appointed to the Board of Directors in September 1996.
Ms. Bernstein is also an employee of Axia who has been responsible for managing
Axia's east coast real estate holdings for the past two years From 1988 to 1994,
Ms. Bernstein was the Assistant Director of Human Resources for the Love Stores,
a chain of retail health and beauty stores. In this capacity, Ms. Bernstein was
responsible for hiring and training all employees and for preparing management
and employee seminars. Prior to her position with the Love Stores, Ms. Bernstein
served as a Vice President for Leucadia National Corporation, a publicly traded
company specializing in finance, insurance, and manufacturing. In this capacity,
Ms. Bernstein's primary emphasis involved real estate management and sales
activities.

John E. Fry, Jr. was appointed to the Board of Directors on May 9, 2000. He has
served as an independent consultant to Axia for the past four years. He worked
for Firestone Tire Company for over 35 years, retiring from a position as a Vice
President. He currently works as a business consultant and as a director for
various other corporations.

Ed G. Haidenthaller was appointed Chief Financial Officer in August of 2000. He
has had over 10 years experience in many fields, including work as a securities
trader; a pension manager; an assistant controller of the brokerage division of
a major financial institution; and director of finance and business
administration responsible for the turnaround of a private company. He serves on
the board of directors of two companies in addition to his responsibilities with
Axia. He has a Bachelor's degree in Corporate Finance from Weber State
University and an MBA from the University of Utah.

Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------

Based solely upon a review of Forms 3, 4 and 5 furnished to Axia, Axia is not
aware of any person who at any time during the fiscal year ended December 31,
2001 was a director, officer, or beneficial owner of more than ten percent of
the Common Stock of Axia, and who failed to file, on a timely basis, reports
required by Section 16(a) of the Securities Exchange Act of 1934 during such
fiscal year.

ITEM  10.         EXECUTIVE COMPENSATION

Executive Compensation
- ----------------------

No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer or employee of Axia, other than Richard Surber, during the
years 1999 through 2001. The following table and the accompanying notes provide

                                       19
<PAGE>

summary information for each of the last three fiscal years concerning cash and
non-cash compensation paid or accrued by Richard Surber, Axia's Chief Executive
Officer for the past three years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                         Annual Compensation                              Long Term Compensation
                                                                                   Awards                       Payouts
                                                                          Restricted    Securities
Name and                                                 Other Annual       Stock       Underlying       LTIP        All Other
Principal            Year       Salary      Bonus        Compensation      Award(s)      Options        payouts    Compensation
Position                         ($)         ($)             ($)             ($)         SARs(#)          ($)           ($)

<S>                  <C>        <C>       <C>                 <C>         <C>          <C>                 <C>           <C>
Richard Surber,      2001       54,654        -               -           20,000 (2)   100,000 (3)         -             -
Chief Executive      2000       57,809      27,000            -               -        100,000 (3)         -             -
Officer              1999       79,855    68,743(1)           -               -                            -             -
</TABLE>

(1)Richard Surber received shares of stock in various client companies during
1999. These were shares of client companies for which consulting work was done
by subsidiaries of Axia. The shares were paid to Mr. Surber as part of his
overall compensation from Axia in 1999. The shares were received by Axia's
subsidiaries for services rendered to the client companies.

(2)Richard Surber received 400,000 shares of common stock pursuant to an S-8
registration statement. These shares are considered restricted subject to the
volume limitation for officers and directors.

(3)The stock options were awarded pursuant to Axia's stock option plan with
100,000 stock options exercisable at award on September 7, 2000 at $.9688 per
share and the other 100,000 options not vested for the exercise until September
30, 2001.

Compensation of Directors
- -------------------------

Axia's directors are each compensated through the payment of $300 for each
meeting of the board of directors which they attend. In February of 2002, each
of the Company's directors received a cash payment of $3,000 for services
rendered as directors and to cover past expenses related to their service as
directors not previously reimbursed.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following table sets forth certain information concerning the ownership of
the Company's common stock as of April 16, 2002, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's common stock, (ii) all directors, and (iii) directors and
executive officers of the Company as a group. The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures provided. As of April 16, 2002, there were 6,882,535 shares of common
stock issued and outstanding.
<TABLE>
<CAPTION>


      Title of Class                  Name & Address of                 Amount and Nature of        Percent of class
                                      Beneficial Owner                  Beneficial Ownership
- -------------------------- --------------------------------------- ------------------------------ ---------------------
    <S>                         <C>                                    <C>                             <C>
       Common Stock               Wichita Development Corp.              (1) 751,351 Direct              10.92%
    ($0.001) par value          268 West 400 South, Suite 300          Subsidiary of an AXIA
                                 Salt Lake City, Utah 84101                  Subsidiary

       Common Stock             Adrienne Bernstein, Director               13,704 Direct                  0.20%
    ($0.001 par value)          268 West 400 South, Suite 300
                                 Salt Lake City, Utah 84101

       Common Stock               Gerald Einhorn, Director                    0 Direct                    0.00%
    ($0.001 par value)          268 West 400 South, Suite 300
                                 Salt Lake City, Utah 84101

       Common Stock                John Fry, Jr., Director                 70,340 Direct                  1.02%
    ($0.001) par value               3619 Lakeview Road
                                  Carson City, Nevada 89703

       Common Stock            Richard D. Surber, CEO/Director        (2 & 3) 2,913,846 Direct           42.34%
    ($0.001) par value          268 West 400 South, Suite 300         (1) 3,665,197 Beneficial         (1) 53.25%
                                 Salt Lake City, Utah 84101

       Common Stock             Ed G. Haidenthaller, COO/CFO               24,850 Direct                  0.36%
    ($0.001) par value          268 West 400 South, Suite 300
                                 Salt Lake City, Utah 84101

       Common Stock          Directors and Executive Officers as          3,022,740 Direct               43.92%
    ($0.001) par value             a Group (5 individuals)            (1) 3,774,091 Beneficial         (1) 54.84%
- -------------------------- --------------------------------------- ------------------------------ ---------------------
</TABLE>

                                       20
<PAGE>

(1) Wichita Development is a subsidiary of Nexia Holdings, Inc. ("Nexia"), which
is a subsidiary of AXIA. On November 12, 2001, Mr. Surber resigned as officer
and director of Wichita Development Corporation; however, Mr. Surber, as
President of AXIA and Nexia, may be deemed to indirectly control AXIA shares
owned by Wichita Development Corporation, due to Nexia's ownership control of
Wichita.

(2) On January 23, 2002, AXIA's Board of Directors authorized the issuance of
1,570,513 restricted shares of common stock of AXIA to Mr. Surber as further
collateral, resulting from a decline in the value of AXIA stock, for a loan that
Mr. Surber guaranteed on behalf of a subsidiary of AXIA. Subsequently, of the
total shares shown as directly held by Mr. Surber, 2,403,846 (34.93% of AXIA's
total issued and outstanding) are held as collateral for that loan.

(3) On January 23, 2002, AXIA's Board of Directors also authorized the issuance
of 200,000 shares of its common stock as a signing bonus for a 3-year employment
agreement. The issuance of those shares has been deferred, pending finalization
of the employment agreement. The shares are not included in the direct total.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

On December 13, 2000, Axia entered into a Stock Pledge Agreement with Richard D.
Surber ("Surber"), whereby Axia obtained Surber's personal guaranty on a new
loan in the amount of $625,000, which loan was used to finance the purchase of a
building by a consolidated subsidiary of Axia. In exchange, Axia issued 833,333
shares of its common stock to Surber. The Agreement calls for Surber to return
his shares to Axia at such time as he is released from personal liability for
the loan. Surber has agreed not to sell or transfer the shares, except in the
event of a demand for payment under the personal guaranty given to Brighton
Bank. On January 23, 2002 the Company's Board of Directors authorized an
additional 1,570,513 shares of restricted common stock to be issued to Mr.
Surber to act as additional collateral for the personal guarantee of this loan.
This action was taken as a result of the short fall between the market value of
the original shares issued as collateral and the outstanding loan balance
resulting from a decline in the value of the Company's common stock. The
additional shares are subject to the same terms and conditions as the earlier
issuance.

                                       21
<PAGE>

Surber has at various times been appointed to serve as an officer or director
for some clients of Axia. These appointments have been disclosed to the
disinterested members of the board and the approval of the board of directors
has been granted in each of these cases. As payment for services provided to
these corporations, Surber has received securities of those corporations, and
these transactions have been disclosed to the board of directors in each case.
Surber holds a significant interest in approximately 20 shell companies.

During 2001, Axia compensated Mr. Surber with securities that had been received
from clients of Axia. The disinterested members of the board of directors
reviewed these payments and approved them. For more information, see Item 10,
Executive Compensation.

On January 4, 2001, Axia sold 50,000 shares of restricted common stock to
Wichita Development Corporation ("Wichita") at a price of $.758 per share for a
total of $37,875 in cash. On March 1, 2001, Axia sold 406,349 shares of
restricted common stock to Wichita for $200,000 in cash and 1,760,702 shares of
common stock of Wichita. The shares sold by Axia were valued at $.75 per share
for a total value of $304,760. The Wichita shares received were valued at
$.0595 per share or a value of $104,760. On April 27, 2001, Axia sold 90,090
shares of restricted common stock to Wichita at a price of $.2775 per share for
a total of $25,000 in cash. On June 5, 2001, Axia sold 121,212 shares of
restricted common stock to Wichita for $50,000 in cash. The shares sold by Axia
were valued at $.4125 per share. At the time of these sales of stock to Wichita,
Axia Group, Inc., its subsidiaries, and its officers and directors owned in
excess of 50% of the outstanding shares of Wichita and Surber was president of
both Axia and Wichita.

On April 27, 2001, Salt Lake Development, Inc., a subsidiary of Axia borrowed
$49,566 from Wichita pursuant to a promissory note at 10% interest per annum.
The note is due and payable on April 30, 2003 (See Exhibit 10(i)(i)). On June 5,
2001, Axia borrowed $50,000 from Wichita pursuant to a promissory note at 10%
interest per annum. The note is due and payable on September 5, 2002. The note
is secured by one million shares of common stock of Elocity Networks
Corporation. (See Exhibit 10(i)(j)). On September 6, 2001, West Jordan Real
Estate Holdings, Inc., a subsidiary of Axia borrowed $16,849.43 from Wichita
pursuant to a promissory note at 10% interest per annum. The note was due and
payable on March 6, 2002 (See Exhibit 10(i)(n)). On March 1, 2002, the West
Jordan Real Estate Holdings, Inc. note was extended to March 30, 2003 (See
Exhibit 10(i)(n)). At the time of these borrowings from Wichita, Axia, its
subsidiaries, and its officers and directors owned in excess of 50% of the
outstanding shares of Wichita and Surber was president of both Axia and Wichita.

On October 17, 2001, Axia entered into a Stock Purchase Agreement with Wichita,
pursuant to which Axia sold to Wichita approximately 85.6% of the issued and
outstanding shares of Kearns Development Corporation ("Kearns"), a Nevada
corporation which owns real estate consisting of a fully rented office building
located in Salt Lake County, Utah. Axia delivered 18,100,000 shares of Kearns
common stock to Wichita in exchange for 80,000,000 shares of Wichita's common
stock. As a result of the transaction, Axia became a holder of in excess of 80%
of the stock of Wichita. This transaction caused Wichita to become a subsidiary
of Axia, and Kearns to become a majority owned subsidiary of Wichita. At the
time of this transaction, Axia, subsidiaries, and its officers and directors
owned in excess of 50% of the outstanding shares of Wichita, and Surber was
president of both Axia and Wichita.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 30 of this Form 10-KSB, which
is incorporated herein by reference.

                                       22
<PAGE>

(b) Reports on Form 8-K. No Form 8-K reports were filed during the period
covered by this Form 10KSB


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 15th day of April, 2002.

                                        Axia Group, Inc.



                                        /s/ Richard D. Surber
                                        --------------------------------
                                        Richard D. Surber, President and
                                        Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

Signature                               Title                                               Date


<S>                                     <C>                                                 <C>
 /s/ Richard D. Surber                  President, Chief Executive Officer and              April 15, 2002
- -----------------------                 Director
Richard D. Surber

 /s/ Ed Haidenthaller                   Chief Financial Officer and Chief Operating         April 15, 2002
- -----------------------                 Officer
Ed Haidenthaller

 /s/ Gerald Einhorn                     Vice-President, Director                            April 15, 2002
- -----------------------
Gerald Einhorn


 /s/ Adrienne Bernstein                 Director                                            April 15, 2002
- -----------------------
Adrienne Bernstein


 /s/ John Fry, Jr.                      Director                                            April 15, 2002
- -----------------------
John Fry, Jr.
</TABLE>


                                       23
<PAGE>

                                    EXHIBITS
<TABLE>
<CAPTION>


EXHIBIT           PAGE
NO.               NO.               DESCRIPTION

<S>               <C>               <C>
2,10(i)           *                 Stock Purchase Agreement between Axia and Kelly's Coffee Group, Inc.
                                    (nka Nexia Holdings, Inc.), where by Axia reorganized its operations
                                    through acquisition of a controlling interest in Kelly's Coffee Group, Inc.,
                                    in exchange for a controlling interest in much of Axia (incorporated herein
                                    by reference from Axia's Form 8-K filed February 27, 2002).

3(i)              *                 Articles of  Incorporation  of Axia (note that these were amended by the
                                    Articles of Merger constituting Exhibit 2 from Form 10-KSB for period
                                    ending December 31, 2000) (incorporated  herein by  reference from
                                    Exhibit No. 3(i) to the Company's  Form 10-KSB for the year ended
                                    December 31, 1993).

3(ii)             *                 Bylaws of Axia, as amended (incorporated  herein by reference  from
                                    Exhibit 3(ii) of the Company's Form 10-KSB for the year ended
                                    December 31, 1995).

3(i),4            *                 Certificate of Determination of the Rights and Preferences of Preferred
                                    Stock by Axia for 5,000,000 shares of preferred stock out of the
                                    20,000,000 authorized (incorporated herein by reference from a Form 8-K
                                    filed on August 24, 2001).

4                 *                 2000 Stock Option Plan (incorporated  herein by  reference from Form S-
                                    8 filed September 19, 2000).

5, 23(b)          *                 Opinion and consent of Counsel with respect to the legality of the issuance
                                    of securities being issued (incorporated  herein by  reference from Form S-
                                    8 filed September 19, 2000).

16(i)             *                 Engagement letter from Tanner & Co. date October 2, 2001, relating to its
                                    retention as Axia's independent auditors (incorporated herein by reference
                                    from Form 8-K filed October 9, 2001).

16(ii)            *                 Letter from Mantyla McReynolds resigning as auditor of Axia
                                    (incorporated herein by reference from Form 8-K filed September 17,
                                    2001).

16(iii)           *                 Letter from Mantyla McReynolds stating that it has reviewed the
                                    disclosures in the Form 8-K and has no objection to the statement made
                                    within it (incorporated herein by reference from Form 8-K filed September
                                    17, 2001).

16(iv)            *                 Engagement letter from Mantyla McReynolds dated August 25, 2000
                                    relating to its retention as the Registrant's independent auditors
                                    (incorporated herein by reference from Form 8-K/A filed September 18,
                                    2000).

</TABLE>

                                       24
<PAGE>
<TABLE>
<S>               <C>               <C>
16(v)             *                 Letter to Crouch, Bierwolf and Chisholm, containing notice of its
                                    termination as auditor for Axia and requesting a letter confirming that
                                    there are no material disagreements with Axia (incorporated herein by
                                    reference from Form 8-K/A filed September 18, 2000).


16(vi)            *                 Letter from Crouch, Bierwolf and Chisholm stating that it has reviewed
                                    the revised disclosures in the Form 8-K/A and has no objection to the
                                    statements made within it (incorporated herein by  reference from Form 8-
                                    K/A filed September 18, 2000).
MATERIAL CONTRACTS

10(i)(a)          *                 Real Estate Purchase Agreement dated August 10, 2000 between Oasis
                                    International Hotel & Casino,  Inc., a subsidiary of the  Company and  A-
                                    Z Professional Consultants, Inc. Retirement Trust. for the purchase of two
                                    parcels of land in Elko County,  Nevada in exchange for 125,000 shares
                                    of the common stock of  Freedom Surf, Inc. as full and fair consideration
                                    for the purchase of the said parcels of real property (incorporated herein
                                    by reference from Form 10QSB filed November 14, 2000).

10(i)(b)          *                 Stock Purchase Agreement dated June 29, 2000 between Axia and  A-Z
                                    Professional Consultants, Inc. for the buy back of 441,730  shares of the
                                    common  stock in exchange for a forgiveness and  satisfaction of loans
                                    and obligations owed to Axia  (incorporated herein by reference from
                                    Axia's Form 8-K filed on July 2000).

10(i)(c)          *                 Stock Purchase Agreement dated July 18, 2000 between Axia and World
                                    Alliance Consulting, Inc. for the purchase of 2,850,000  shares of the
                                    common stock of Chattown.com Network Inc., in exchange for the
                                    transfer of 100 percent of the Company's stock in holdings in certain
                                    subsidiaries (incorporated herein by reference  from Axia's Form 8-K filed
                                    on July 25, 2000)

10(i)(d)          *                 Stock Purchase Agreement dated March 1, 2001, Axia and Wichita
                                    Development Corporation wherein Axia, in a private placement, sold
                                    406,349 restricted shares of its common stock (incorporated  herein by
                                    reference from Axia's Form 8-K filed March 2, 2001).

10(i)(e)          **                Stock Pledge Agreement December 13, 2000 wherein Axia granted
                                    Richard Surber 833,333 shares of its common stock to serve as collateral
                                    for his personal guarantee of a loan of $650,000 Kearns Development
                                    Corporation (fka Cyberstudio),a wholly owned subsidiary of Axia.

10(i)(f)          *                 On January 4, 2002, Golden Opportunity Development Corporation
                                    ("GODC"), a majority owned subsidiary of Axia Group, Inc. ("Axia")
                                    sold its sole asset, a hotel in Louisiana, for $2,332,000 cash (incorporated
                                    herein by reference from Axia's filed Form 8-K dated January 14, 2002).

10(i)(g)          27                Stock Purchase Agreement dated January 4, 2001, between Axia and
                                    Wichita Development Corporation wherein Axia sold 50,000 shares of its
                                    common stock for $37,875.
</TABLE>

                                       25
<PAGE>
<TABLE>
<S>               <C>               <C>
10(i)(h)          30                Stock Purchase Agreement dated March 1, 2001, between Axia and
                                    Wichita Development Corporation wherein Axia sold 406,349 shares of
                                    its common stock for $2,000,000 and 1,760,702 shares of Wichita
                                    Development Corporation common stock.

10(i)(i)          33                Stock Purchase Agreement dated April 27, 2001, between Axia and
                                    Wichita Development Corporation wherein Axia sold $25,000 worth of
                                    25% discounted shares of its common stock for cash (equal to 90,090
                                    shares).

10(i)(j)          36                Stock Purchase Agreement dated June 5, 2001, between Axia and Wichita
                                    Development Corporation wherein Axia sold $50,000 worth of 25%
                                    discounted shares of its common stock for cash (equal to 121,212 shares).

10(i)(k)          39                Stock Purchase Agreement dated October 17, 2001, between Axia and
                                    Wichita Development Corporation wherein Axia sold 18,100,000
                                    common stock shares of Kearns Development Corporation for 80,000,000
                                    shares of Wichita common stock.

10(i)(l)          43                Promissory Note dated April 27, 2001, where Salt Lake Development
                                    Corporation promises to pay Wichita Development Corporation $50,000.

10(i)(m)          45                Promissory Note date June 5, 2001, where Axia promises to pay Wichita
                                    Development Corporation $50,000.

10(i)(n)          47                Promissory Note dated September 6, 2001, where the West Jordan Real
                                    Estate Development promises to pay Wichita Development Corporation
                                    $16,849.43.  Includes the extension of due date from March 6, 2002, to
                                    March 30, 2003.
</TABLE>




*  Documents incorporated by reference from previous filings.
** Incorporated by reference from Axia's Form 10-KSB for the period ended
   December 31, 1999


                                       26
<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT  ("Agreement") is executed this 12th day
of January, 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  Fifty Thousand  (50,000)  restricted
shares  of the  common  stock of Axia to WDC and WDC  desires  to  purchase  and
acquire,  Fifty Thousand (50,000) restricted shares of the common stock of Axia,
par  value  $0.001  per  share  (the  "Shares"),  in  a  private  non-registered
transaction  in  exchange  for a cash  payment of Thirty  Seven  Thousand  Eight
Hundred Seventy Five dollars ($37,875), representing a purchase price of $0.7575
per share.

                                    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 Thirty Seven  Thousand  Eight  Hundred  Seventy Five dollars
         ($37,875), representing a purchase price of $0.7575 per share.

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.

         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.

                                       27
<PAGE>

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  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.


                                       28
<PAGE>



         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


                                       29
<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 1st day of
March, 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  Four  Hundred Six  Thousand  Three
Hundred Forty Nine  (406,349)  restricted  shares of the common stock of Axia to
WDC and WDC desires to purchase  and acquire,  Four  Hundred Six Thousand  Three
Hundred Forty Nine (406,349)  restricted shares of the common stock of Axia, par
value $0.001 per share (the "Shares"),  in a private non-registered  transaction
in exchange for a cash payment of Two Hundred  Thousand  dollars  ($200,000) and
the transfer of One Million  Seven  Hundred  Sixty  Thousand  Seven  Hundred Two
(1,760,702)  restricted shares of the common stock of WDC (the shares of WDC are
valued at $0.0595 per share) (the WDC Shares"), representing a purchase price of
$0.75 per Axia share of common stock.

                                    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 Two Hundred Thousand dollars ($200,000) cash and transfer to
         Axia One  Million  Seven  Hundred  Sixty  Thousand  Seven  Hundred  Two
         (1,760,702)  restricted  shares of WDC  common  stock,  representing  a
         purchase price per Axia share of common stock of $0.75.

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.

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

         e.   All  corporate  action on the part of WDC  required for the lawful
              execution  and  delivery  of  this  Agreement  and  the  issuance,

                                       30
<PAGE>

              execution  and  delivery  of the WDC  Shares  has  been  duly  and
              effectively  taken.  Upon  execution and delivery,  this Agreement
              will constitute a valid and binding obligation of WDC, 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

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

                                       31
<PAGE>

         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


                                       32
<PAGE>


                            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:

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.

         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:

                                       33
<PAGE>

         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 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.


                                       34
<PAGE>

         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



                                       35
<PAGE>

                            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.

         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:

                                       36
<PAGE>

         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 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.

                                       37
<PAGE>


         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



                                       38
<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") agreement dated October 17,
2001, by, between and among WICHITA DEVELOPMENT CORPORATION, a Nevada
Corporation ("Wichita"), and AXIA GROUP, INC., a Nevada corporation, ("AXIA").

         WHEREAS, Axia owns in excess of 90% of the issued and outstanding
common stock of Kearns Development Corporation ("Kearns"), a Nevada corporation,
which owns real property located in Salt Lake County, Utah; and

         WHEREAS, Axia desires to sell and Wichita desires to purchase Eighteen
Million One Hundred Thousand (18,100,000) shares of common stock, representing
an interest in excess of eighty percent (80%) of the issued and outstanding
shares of Kearns in exchange for the transfer of a total of Eighty Million
(80,000,000) shares of the common stock of Wichita to Axia;

         NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:

d.       Purchase and Sale. Axia hereby agrees to sell, transfer, assign and
         convey to Wichita and Wichita hereby agrees to purchase and acquire
         from Axia, Eighteen Million One Hundred Thousand (18,100,000) shares of
         the common voting stock of Kearns Development Corporation, a Nevada
         corporation.

e.       Purchase Price. The aggregate purchase price to be paid by Wichita for
         the Eighteen Million One Hundred Thousand shares of stock of Kearns
         Eighty Million (80,000,000) shares of common stock in Wichita.

f.       Warranties and Representations of Axia. In order to induce Wichita to
         enter into the Agreement and to complete the transaction contemplated
         hereby, Axia warrants and represents to Wichita that:

         1.   Organization and Standing. Axia is a corporation duly organized,
              validly existing and in good standing under the laws of the State
              of its incorporation, is qualified to do business as a foreign
              corporation in every other state or jurisdiction in which it
              operates to the extent required by the laws of such states and
              jurisdictions, and has full Power and authority to carry on its
              business as now conducted and to own and operate its assets,
              properties and business.

         2.   Ownership of the Shares. As of the Date hereof, Axia is the sole
              owner of the Eighteen Million One Hundred Thousand Shares being
              purchased by Wichita pursuant to this Agreement, free and clear of
              all liens, encumbrances and restrictions, other then those imposed
              due to the fact the shares have not been registered with the
              Securities and Exchange Commission and carry a Rule 144 legend.

         3.   Taxes. Axia has filed all federal, state and local income or other
              tax returns and reports that it is required to file with all
              governmental agencies, wherever situate, and has paid or accrued
              for payment all taxes as shown on such returns, such that a
              failure to file, pay or accrue will not have a material adverse
              effect on Axia or the shares of Kearns stock which are the subject
              of this Agreement .

         4.   Pending Actions. There are no material legal actions, lawsuits,
              proceedings or investigations, either administrative or judicial,
              pending or to the knowledge of Axia threatened, against or
              affecting Kearns Development Corporation and/or the Kearns Shares.
              Axia is not in violation of any material law, ordinance or


                                       39
<PAGE>


              regulation of any kind whatever, including, but not limited to the
              Securities Act of 1933, (the "33 Act"), the Securities Exchange
              Act of 1934, as amended (the "34 Act") the Rules and Regulations
              of the U.S. Securities and Exchange Commission ("SEC"), or the
              Securities Laws and Regulations of any state.

         5.   Governmental Regulation. The completion of the transactions
              contemplated by the Agreement will not, in and of themselves,
              violate any governmental law, rule or regulation which would in
              any way affect or jeopardize the validity of this Agreement.

         6.   Ownership of Assets. Axia has good, marketable title, without any
              liens or encumbrances of any nature whatever, to the Kearns shares
              which are the subject of this Agreement

         7.   No Misleading Statements or Omissions. Neither the Agreement nor
              any financial statement, exhibit, schedule or document attached
              hereto, contains any materially misleading statement, or omits any
              fact or statement necessary to make the other statements or facts
              therein set forth not materially misleading.

         8.   Validity of the Agreement. All corporate action and other
              proceedings required to be taken by Axia in order to enter into
              and to carry out the Agreement have been duly and properly taken.
              No additional corporate or other action on the part of Axia is
              required in connection with this Agreement, or the transaction
              contemplated herein. The Agreement has been duly executed by Axia,
              and constitutes the valid and binding obligation of Axia, except
              to the extent limited by applicable bankruptcy, reorganization,
              insolvency, moratorium or other laws relating to or affecting
              generally the enforcement of creditors rights. The execution and
              delivery of the Agreement and the carrying out of its purposes
              will not result in the breach of any of the terms or conditions
              of, or constitute a default under or violate Axia's Certificate of
              Incorporation or document of undertaking, oral or written, to
              which Axia is a party or is bound or may be affected, nor will
              such execution, delivery and carrying out violate any order, writ,
              injunction, decree, law, rule or regulation of any court,
              regulatory agency or other governmental body; and the business now
              conducted by Axia can continue to be so conducted after completion
              of the transaction contemplated hereby.

         9.   Enforceability of the Agreement. When duly executed and delivered,
              the Agreement and the Exhibits hereto which are incorporated
              herein and made a part hereof are legal, valid, and enforceable by
              Wichita according to their terms, except to the extent limited by
              applicable bankruptcy, reorganization, insolvency, moratorium or
              other laws relating to or affecting generally the enforcement of
              creditors rights and that at the time of such execution and
              delivery, Wichita will have acquired title in and to the Kearns
              shares free and clear of all claims, liens and encumbrances.

g.       Warranties and Representations of Wichita. In order to induce Axia to
         enter into the Agreement and to complete the transaction contemplated
         hereby, Wichita warrants and represents to Axia that:

         1.   Organization and Standing. Wichita is a corporation duly
              organized, validly existing and in good standing under the laws of
              the State of Nevada, is qualified to do business as a foreign
              corporation in every other state in which it operates to the
              extent required by the laws of such states, and has full power and
              authority to carry on its business as now conducted and to own and
              operate its assets, properties and business.

                                       40
<PAGE>

         2.   No Misleading Statements or Omissions. Neither the Agreement nor
              any financial statement, exhibit, schedule or document attached
              hereto or presented to Axia in connection herewith contains any
              materially misleading statement, or omits any fact or statement
              necessary to make the other statements of facts therein set forth
              not materially misleading.

         3.   Validity of the Agreement. All corporate action and proceedings
              required to be taken by Wichita in order to enter into and to
              carry out the Agreement have been duly and properly taken. The
              Agreement has been duly executed by Wichita, and constitutes a
              valid and binding obligation of Wichita. The execution and
              delivery of the Agreement and the carrying out of its purposes
              will not result in the breach of any of the terms or conditions
              of, or constitute a default under or violate, Wichita's
              Certificate of Incorporation or By-Laws, or any agreement, lease,
              mortgage, bond, indenture, license or other document or
              undertaking, oral or written, to which Wichita is a party or is
              bound or may be affected, nor will such execution, delivery and
              carrying out violate any order, writ, injunction, decree, law,
              rule or regulation of any court regulatory agency or other
              governmental body.

         4.   Enforceability of the Agreement. When duly executed and delivered,
              the Agreement and the Exhibits hereto which are incorporated
              herein and made a part hereof are legal, valid, and enforceable by
              Wichita according to their terms, and that at the time of such
              execution and delivery, Wichita will have acquired good,
              marketable title in and to the Kearns shares acquired herein, free
              and clear of all liens and encumbrances.

h.       Term. All representations, warranties, covenants and agreements made
         herein and in the exhibits attached hereto shall survive the execution
         and delivery of the Agreement and payment pursuant thereto.

i.       Conditions Precedent to Closing.

         1.   The obligations of Wichita under the Agreement shall be and are
              subject to fulfillment, prior to or at the Closing of each of the
              following conditions:

              a.     That Axia and its management representations and warranties
                     contained herein shall be true and correct at the time of
                     closing date as if such representations and warranties were
                     made at such time;

              b.     That Axia and its management shall have performed or
                     complied with all agreements, terms and conditions required
                     by the Agreement to be performed or complied with by them
                     prior to or at the time of Closing;

         2.   The obligations of Axia under the Agreement shall be and are
              subject to fulfillment, prior to, at the Closing or subsequent to
              the Closing of each of the following conditions:

              a.     That Wichita's representations and warranties contained
                     herein shall be true and correct at the time of Closing as
                     if such representations and warranties were made at such
                     time; and

              b.     That Wichita shall have performed or complied with all
                     agreements, terms and conditions required by the Agreement
                     to be performed or complied with by it prior to or at the
                     time of Closing.

                                       41
<PAGE>

j.       Termination. The Agreement may be terminated at any time before or; at
         Closing, by:

         1.       The mutual agreement of the parties;


         2.       Any party if:

              a.     Any provision of the Agreement applicable to a party shall
                     be materially untrue or fail to be accomplished.

              b.     Any legal proceeding shall have been instituted or shall be
                     imminently threatening to delay, restrain or prevent the
                     consummation of the Agreement.

Upon termination of the 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.

k.       Miscellaneous Provisions. This Agreement is the entire agreement
         between the parties in respect of the subject matter hereof, and there
         are no other agreements, written or oral, nor may the Agreement be
         modified except in writing and executed by all of the parties hereto.
         The failure to insist upon strict compliance with any of the terms,
         covenants or conditions of the Agreement shall not be deemed a waiver
         or relinquishment of such right or Power at any other time or times.

l.       Closing. The Closing of the transactions contemplated by the Agreement
         ("Closing") shall take place at 1:00 P.M. on October 18,2001. The
         Closing shall occur at such place as the parties hereto shall agree
         upon. At the Closing, all of the documents and items referred to herein
         shall be exchanged.

m.       Governing Law. The Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Nevada.

n.       Counterparts. The Agreement may be executed in duplicate facsimile
         counterparts, each of which shall be deemed an original and together
         shall constitute one and the same binding Agreement, with one
         counterpart being delivered to each party hereto.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.

                           Wichita Development Corporation

                           By:   /s/ Edward T. Wells
                              ------------------------
                                    Edward T. Wells
                                    Its:   CEO

                           Axia Group, Inc.

                           By:   /s/ Richard D. Surber
                              -------------------------
                                    Richard D. Surber
                                    Its:   President

                                       42
<PAGE>



$50,000                                                    Dated: April 27, 2001

                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, Salt Lake Development, Inc. ("Maker"), promises to
pay to Wichita Development Corporation, a Nevada corporation ("Holder"), or
order, Fifty Thousand Dollars ($50,000).

         1. Payments. The principal and interest on the obligation represented
hereby shall be repaid in installments of $478.52 on the last day of each month,
commencing May 31, 2001, with the entire unpaid principal paid in full on or
before April 30, 2003.

         2. Interest. The obligation shall bear simple interest which shall be
at the rate of 10% per annum, payable on the last day of each month, commencing
May 31, 2001, with the entire unpaid interest payable on or before April 30,
2003.

         3. Type and Place of Payments. Payments of principal and interest shall
be made in lawful money of the United States of America to the above-named
Holder at 268 West 400 South, suite 300, Salt Lake City, Utah 8410, or order.

         4. Prepayment. Advance payment or payments may be made on the
principal, without penalty or forfeiture. There shall be no penalty for any
prepayment.

         5. Default. Upon the occurrence or during the continuance of any one or
more of the events hereinafter enumerated, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such event, by
notice in writing to the Maker, declare the unpaid balance of the principal and
interest on the Note to be immediately due and payable, and the principal and
interest shall become and shall be immediately due and payable without
presentation, demand, protest, notice of protest, or other notice of dishonor,
all of which are hereby expressly waived by Maker, such events being as follows:

              (a) Default in the payment of the principal and interest of this
         Note or any portion thereof when the same shall become due and payable,
         whether at maturity as herein expressed, by acceleration, or otherwise,
         unless cured within five (5) days after notice thereof by Holder or the
         holder of such Note to Maker.

              (b) Maker shall file a voluntary petition in bankruptcy or a
         voluntary petition seeking reorganization, or shall file an answer
         admitting the jurisdiction of the court and any material allegations of
         an involuntary petition filed pursuant to any act of Congress relating
         to bankruptcy or to any act purporting to be amendatory thereof, or
         shall be adjudicated bankrupt, or shall make an assignment for the
         benefit of creditors, or shall apply for or consent to the appointment
         of any receiver or trustee for Maker, or of all or any substantial
         portion of its property, or Maker shall make an assignment to an agent
         authorized to liquidate any substantial part of its assets; or

              (c) An order shall be entered pursuant to any act of Congress
         relating to bankruptcy or to any act purporting to be amendatory
         thereof approving an involuntary petition seeking reorganization of the
         Maker, or an order of any court shall be entered appointing any
         receiver or trustee of or for Maker, or any receiver of trustee of all
         or any substantial portion of the property of Maker, or a writ or
         warrant of attachment or any similar process shall be issued by any
         court against all or any substantial portion of the property of Maker,
         and such order approving a petition seeking reorganization or
         appointing a receiver or trustee is not vacated or stayed, or such

                                       43
<PAGE>

         writ, warrant of attachment, or similar process is not released or
         bonded within 60 days after its entry or levy.

         6. Attorneys' Fees. If this Note is placed with an attorney for
collection, or if suit be instituted for collection, or if any other remedy
permitted by law is pursued by Holder, because of any default in the terms and
conditions herein, then in such event, the undersigned agrees to pay reasonable
attorneys' fees, costs, and other expenses incurred by Holder in so doing.

         7. Construction. This Note shall be governed by and construed in
accordance with the laws of the State of Utah.

         8. Security. This Note is secured by a Deed of Trust on the property
located at 268 West 400 South, Salt Lake City, Utah 84101, as set forth in the
Deed of Trust granted by Maker with Holder as the named beneficiary therein.

                                           Salt Lake Development, Inc.


                                           By   /s/  Richard Surber
                                              ---------------------
                                           Title    President
                                                -------------------


                                       44
<PAGE>

$50,000                                                      Dated: June 5, 2001

                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, Axia Group, Inc. ("Maker"), promises to pay to
Wichita Development Corporation, a Nevada corporation ("Holder"), or order,
Fifty Thousand Dollars ($50,000).

         1. Payments. The principal and interest on the obligation represented
hereby shall be repaid in full on or before September 5, 2001.

         2. Interest. The obligation shall bear simple interest which shall be
at the rate of 10% per annum, payable on the last day of each month, commencing
June 30, 2001, with the entire unpaid interest payable on or before September 5,
2001.

         3. Type and Place of Payments. Payments of principal and interest shall
be made in lawful money of the United States of America to the above-named
Holder at 268 West 400 South, suite 300, Salt Lake City, Utah 84101, or order.

         4. Prepayment. Advance payment or payments may be made on the
principal, without penalty or forfeiture. There shall be no penalty for any
prepayment.

         5. Default. Upon the occurrence or during the continuance of any one or
more of the events hereinafter enumerated, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such event, by
notice in writing to the Maker, declare the unpaid balance of the principal and
interest on the Note to be immediately due and payable, and the principal and
interest shall become and shall be immediately due and payable without
presentation, demand, protest, notice of protest, or other notice of dishonor,
all of which are hereby expressly waived by Maker, such events being as follows:

         (a) Default in the payment of the principal and interest of this Note
         or any portion thereof when the same shall become due and payable,
         whether at maturity as herein expressed, by acceleration, or otherwise,
         unless cured within five (5) days after notice thereof by Holder or the
         holder of such Note to Maker.

         (b) Maker shall file a voluntary petition in bankruptcy or a voluntary
         petition seeking reorganization, or shall file an answer admitting the
         jurisdiction of the court and any material allegations of an
         involuntary petition filed pursuant to any act of Congress relating to
         bankruptcy or to any act purporting to be amendatory thereof, or shall
         be adjudicated bankrupt, or shall make an assignment for the benefit of
         creditors, or shall apply for or consent to the appointment of any
         receiver or trustee for Maker, or of all or any substantial portion of
         its property, or Maker shall make an assignment to an agent authorized
         to liquidate any substantial part of its assets; or

         (c) An order shall be entered pursuant to any act of Congress relating
         to bankruptcy or to any act purporting to be amendatory thereof
         approving an involuntary petition seeking reorganization of the Maker,
         or an order of any court shall be entered appointing any receiver or
         trustee of or for Maker, or any receiver of trustee of all or any
         substantial portion of the property of Maker, or a writ or warrant of
         attachment or any similar process shall be issued by any court against
         all or any substantial portion of the property of Maker, and such order
         approving a petition seeking reorganization or appointing a receiver or
         trustee is not vacated or stayed, or such writ, warrant of attachment,
         or similar process is not released or bonded within 60 days after its
         entry or levy.

                                       45
<PAGE>

         6. Attorneys' Fees. If this Note is placed with an attorney for
collection, or if suit be instituted for collection, or if any other remedy
permitted by law is pursued by Holder, because of any default in the terms and
conditions herein, then in such event, the undersigned agrees to pay reasonable
attorneys' fees, costs, and other expenses incurred by Holder in so doing.

         7. Construction. This Note shall be governed by and construed in
accordance with the laws of the State of Utah.

         8. Security. This Note is secured by One Million (1,000,000) shares of
the common stock of eLocity Networks Corp., fka Chattown.com Network, Inc.,
presently held in the name of Maker and as may be set forth in a Security
Agreement by Maker with Holder as the named beneficiary therein.

                                        Axia Group, Inc.


                                        By   /s/ Gerald Einhorn
                                          ---------------------

                                        Title   Vice President
                                             ------------------


                                       46
<PAGE>


Non-Recourse
$ 16,849.43                                             Dated: September 6, 2001

                                 PROMISSORY NOTE


         FOR VALUE RECEIVED, West Jordan Real Estate Holdings, Inc., a Utah
corporation ("Maker"), promises to pay to Wichita Development Corporation a
Nevada corporation ("Holder"), or order, Sixteen Thousand Eight Hundred Forty
Nine and 43/100 ($16,849.43).

         1. Payments. The principal on the obligation represented hereby shall
be repaid in one lump sum, six months from the date hereof.

         2. Interest. The obligation shall bear no interest, if unpaid thirty
days after the date hereof, interest shall then be charged at the rate of ten
percent (10%) per annum.

         3. Type and Place of Payments. Payments of principal and interest shall
be made in lawful money of the United States of America to the above-named
Holder in Salt Lake City, Utah, or order.

         4. Prepayment. Advance payment or payments may be made on the
principal, without penalty or forfeiture. There shall be no penalty for any
prepayment.

         5. Default. Upon the occurrence or during the continuance of any one or
more of the events hereinafter enumerated, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such event, by
notice in writing to the Maker, declare the unpaid balance of the principal and
interest on the Note to be immediately due and payable, and the principal and
interest shall become and shall be immediately due and payable without
presentation, demand, protest, notice of protest, or other notice of dishonor,
all of which are hereby expressly waived by Maker, such events being as follows:

         (a) Default in the payment of the principal and interest of this Note
         or any portion thereof when the same shall become due and payable,
         whether at maturity as herein expressed, by acceleration, or otherwise,
         unless cured within five (5) days after notice thereof by Holder or the
         holder of such Note to Maker.

         (b) Maker shall file a voluntary petition in bankruptcy or a voluntary
         petition seeking reorganization, or shall file an answer admitting the
         jurisdiction of the court and any material allegations of an
         involuntary petition filed pursuant to any act of Congress relating to
         bankruptcy or to any act purporting to be amendatory thereof, or shall
         be adjudicated bankrupt, or shall make an assignment for the benefit of
         creditors, or shall apply for or consent to the appointment of any
         receiver or trustee for Maker, or of all or any substantial portion of
         its property, or Maker shall make an assignment to an agent authorized
         to liquidate any substantial part of its assets; or

         (c) An order shall be entered pursuant to any act of Congress relating
         to bankruptcy or to any act purporting to be amendatory thereof
         approving an involuntary petition seeking reorganization of the Maker,
         or an order of any court shall be entered appointing any receiver or
         trustee of or for Maker, or any receiver of trustee of all or any
         substantial portion of the property of Maker, or a writ or warrant of
         attachment or any similar process shall be issued by any court against
         all or any substantial portion of the property of Maker, and such order
         approving a petition seeking reorganization or appointing a receiver or
         trustee is not vacated or stayed, or such writ, warrant of attachment,
         or similar process is not released or bonded within 60 days after its
         entry or levy.

                                       47
<PAGE>

         6. Attorneys' Fees. If this Note is placed with an attorney for
collection, or if suit be instituted for collection, or if any other remedy
permitted by law is pursued by Holder, because of any default in the terms and
conditions herein, then in such event, the undersigned agrees to pay reasonable
attorneys' fees, costs, and other expenses incurred by Holder in so doing.

         7. Construction. This Note shall be governed by and construed in
accordance with the laws of the State of Utah.



         Maker: West Jordan Real Estate Holdings, Inc.


         By:     Gerald Einhorn
            ------------------------

         Name:  /s/ Gerald Einhorn
              ----------------------

         Title: Exec. Vice President
               ---------------------


EXTENSION OF DUE DATE
- ---------------------

For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties above named extend the due date of the above
promissory note from March 6, 2002 to March 30, 2003

Dated this 1st day of March 2002

Wichita Development Corporation


By    /s/     Edward T. Wells
  --------------------------------
     Edward T. Wells, President



West Jordan Real Estate Holdings, Inc.



By    /s/    Richard D. Surber
  --------------------------------
      Richard D. Surber, President






                                       48

