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): June 17, 2011


AXIUS INC.

(Exact name of registrant as specified in its charter)


 

 

 

 

 

Nevada

 

000-54400

 

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 June 17, 2011 AXIUS INC. (hereinafter the “Company”) in accordance with Board of Directors resolution issued an aggregate of 2,950,000 shares of its common stock to those person and or firms listed below.


The issuance of such shares was exempt from registration in accordance with Section 4(2) of the Securities Act of 1933 as a transaction by an Issuer not involved in a public offering.  


The 2,950,000 restricted shares of common stock were issued as follows.


Names

Number of Restricted Shares

1. Dr. Jules Nabet

500,000

2. Roland Kaufman

1,000,000

3. John Figliolini

1,000,000

4. Dr. Kathy Gohar

250,000

5. Gary Wolff

100,000

6. Yann Mrazek

100,000


The Company is not aware of any arrangements which may at a subsequent date, result in a change in control.


There is no new material relationship between the Company or its affiliates and any of the parties other than as indicated herein.


1. Managing Director of Company’s wholly owned subsidiary Dr. Jules Nabet Cosmetics, Inc.

2. Company President and CEO

3. Company CFO, COO, and Secretary Director

4. Medical Consultant

5. Company Securities Counsel

6. Company Legal Counsel in Dubai, UAE


Item 9.01 Financial Statements and Exhibits


(c)Exhibits - None




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: June 17, 2011