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EX-10 - EX-10.1 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT - Axius Inc.axuis8k042811ex101.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 27, 2011


AXIUS INC.

(Exact name of registrant as specified in its charter)


 

 

 

 

 

Nevada

 

333-147276

 

27-3574086

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

6A Easa Al Gurg Tower, 6th Floor, Baiyas Road, P.O.Box 186549, Dubai UAE

Address of principal executive offices



Registrant’s telephone number, including area code: 00971 44475722


 

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


      .    Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)


      .    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


      .    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      .    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 3.02 Unregistered Sales of Equity Securities


On or about April 27th 2011 AXIUS INC. (hereinafter the “Company”) in accordance with Board of Directors resolution entered into a Private Placement Subscription Agreement (hereinafter” PPSA”) with Alpha Global Industries Ltd., a principal stockholder of the Company which at time of issuance of the 1,000,000 shares referred to herein increased its stockholdings in the Company from 2,000,000 to 3,000,000 shares or approximately 42.55% of all outstanding Company common stock making it the Company’s single largest stockholder.


The number of shares of Common Stock sold under the PPSA was 1,000,000 and the cash consideration received was $100,000, which was for the purchase of 1,000,000 shares of the Company’s common stock. No underwriters participated in this transaction and the securities were exempt from registration in accordance with Regulation S under the Securities Act of 1933.


For more specific information regarding the PPSA references herewith made to Exhibit 10.1 to this Form 8K


Item 9.01 Financial Statements and Exhibits


(c)Exhibits


10.1 Private Placement Subscription Agreement






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.



AXIUS INC.



/s/ Roland Kaufman               

Roland Kaufman

President, CEO and Director


Date: April 28, 2011