Richard F. Schmidt. Pursuant to the terms of the agreement, Mr. Schmidt sold
Preferred Stock of Axia to Mr. Flannery for $75,000.00 in the form of $40,000.00
shares of our common stock (on a fully-diluted basis) as of the record date for
the vote, or, if no such record date is established, as of the date such vote is
taken or any written consent of stockholders is solicited, and (c) 0.0000004;
and (ii) the holders of our common stock shall have one vote per share of common
stock held as of such date. Accordingly, the sale and transfer of the 5,000,000
shares of the Series D Preferred Stock to Mr. Flannery effectively transferred
control of Axia to Mr. Flannery.
In connection with this change in control, Mr. Schmidt resigned as
President, Chief Financial Officer, and Secretary of Axia. The board of
directors appointed Mr. Flannery as the new President, Chief Financial Officer,
and Secretary.
Thereafter, Richard D. Mangiarelli resigned as a director of Axia. Mr.
Schmidt, as the remaining sole director, appointed Mr. Flannery to fill the
vacancy on the board of directors.
The sale of the shares of Series B Preferred Stock was exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(1) of the Securities Act (under the so-called
"4(1 1/2) exemption" of the
Securities Act).
Item 1.02 Termination of a Material Definitive Agreement. Not Applicable.
Item 1.03 Bankruptcy or Receivership. Not Applicable.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets. See Item 1.01.
Item 2.02 Results of Operations and Financial Condition. Not Applicable.
2
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8-K | 3rd Page of 5TOC1stPreviousNextBottomJust 3rd | Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. Not Applicable.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement. Not Applicable.
Item 2.05 Costs Associated with Exit or Disposal Activities. Not Applicable.
Item 2.06 Material Impairments. Not Applicable.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard: Transfer of Listing. Not Applicable.
Item 3.02 Unregistered Sales of Equity Securities. See Item 1.01.
Item 3.03 Material Modification to Rights of Security Holders. Not Applicable.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant. Not Applicable.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review. Not Applicable.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant. See Items 1.01, 5.02.
3
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8-K | 4th Page of 5TOC1stPreviousNextBottomJust 4th | Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers. On
June 27, 2005, Richard F. Schmidt resigned as President, Chief
Financial Officer, and Secretary of Axia. The board of directors appointed
Jeffrey W. Flannery as the new President, Chief Financial Officer, and
Secretary.
Thereafter, Richard D. Mangiarelli resigned as a director of Axia. Mr.
Schmidt, as the remaining sole director, appointed Mr. Flannery to fill the
vacancy on the board of directors.
Jeffrey W. Flannery is has been a director of Axia and its President,
Chief Financial Officer, and Secretary since
June 27, 2005. Mr. Flannery brings
extensive experience in business development and fiscal management to these
positions with Axia Group, Inc. He is currently serving as Chief Executive
Officer and Chief Financial Officer of Centrex, Inc., a company which is
commercializing a patented technology for biochemical detection systems.
Previously, Mr. Flannery was the founder and Chief Executive Officer of Enhanced
Information Systems, Inc., an online home health care provider for the pharmacy
industry, Vice President of Development for IUSA, an information technology
company, and Vice President of Corporate Communications for Center For Special
Immunology, a public company dedicated to medical treatments for immune
disorders. As President of FLC Partners, Inc., an investment banking services
company, Mr. Flannery has provided financial consulting and business development
services for many public and private companies. Mr. Flannery received his B.A in
Philosophy from the University of California Los Angeles.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year. Not Applicable.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans. Not Applicable.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics. Not Applicable.
Section 6 - [Reserved]
Not Applicable.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure. Not Applicable.
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8-K | Last Page of 5TOC1stPreviousNextBottomJust 5th | Section 8 - Other Events
Item 8.01 Other Events. Axia has moved its principal offices to the following address:
Axia Group, Inc.
5520 Wellesley Street, Suite 109
La Mesa,
CA 91942 (
619) 466-4928
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
Exhibit # Description
--------- -----------
10.1 Stock Purchase Agreement by and between Jeffrey
Flannery, Richard F. Schmidt, and Axia Group, Inc.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AXIA GROUP, INC. (Registrant)
Date:
July 15, 2005 By: /s/
Jeffrey W. Flannery --------------------------------------
Jeffrey W. Flannery, President,
Chief Financial Officer, and
Secretary
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