AXTG / Axis Technologies Group, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response . . . . . 1.50 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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: November 22, 2010 AXIS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 000-53350 26-1326434 (State Or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identificati

Termination of a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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: October 22, 2010 AXIS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 000-53350 26-1326434 (State Or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identificatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC. (Exact name of reg

AMENDMENT AGREEMENT

EX-10.5 2 ex105.htm EXHIBIT 10.5 Exhibit 10.5 AMENDMENT AGREEMENT This Amendment Agreement (this “Agreement”), dated as of April 21, 2010 is entered into by and among Axis Technologies Group, Inc., a Delaware corporation (the “Company”), Axis Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Guarantor”), GEMINI STRATEGIES, LLC, a Delaware limited liability com

Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act of 1934 Date of Report: April 22, 2010 AXIS TECHNOLOGIES GROUP, INC. (Exact Name of Reg

Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act of 1934 Date of Report: April 22, 2010 AXIS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 000-53350 26-1326434 (State Or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13D-101) Under the Securities Exchange Act of 1934 AXIS TECHNOLOGIES GROUP, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13D-101) Under the Securities Exchange Act of 1934 AXIS TECHNOLOGIES GROUP, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 054617105 (CUSIP Number) DHAB, LLC 2620 Thousand Oaks Boulevard (Suite 4000) Memphis, TN 38118 (901) 260-1802 (Name, Address and Telephone

AXIS JOINT VENTURE AGREEMENT

EX-1 2 axis-ex1050310.htm AXIS JOINT VENTURE AGREEMENT Exhibit 1 AXIS JOINT VENTURE AGREEMENT THIS AXIS JOINT VENTURE AGREEMENT (“Agreement”) is made as of the 22nd,day of April, 2010, (“Effective Date”) by and between AXIS TECHNOLOGIES GROUP, INC. (“ATG”) and AXIS TECHNOLOGIES, INC. (“AT” and collectively with ATG referred to as “AXIS”) and IRC – INTERSTATE REALTY CORPORATION (“IRC”), and is join

STOCK PLEDGE AND SECURITY AGREEMENT

EX-2 3 axis-ex2050310.htm STOCK PLEDGE AND SECURITY AGREEMENT Exhibit 2 STOCK PLEDGE AND SECURITY AGREEMENT THIS STOCK PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of the 22nd, day of April, 2010, by DHAB, LLC, a Tennessee limited liability company (the “Pledgor” or “Borrower”) in favor of AXIS TECHNOLOGIES GROUP, INC., a Delaware corporation (“AXIS”). W I T N E S S E T H: WHEREAS, Borro

PROMISSORY NOTE

EX-3 4 axis-ex3050310.htm PROMISSORY NOTE Exhibit 3 PROMISSORY NOTE $6,000,000.00 Memphis, Tennessee April 22, 2010 FOR VALUE RECEIVED, on or before July 1, 2010, the undersigned Maker (“Maker”) promises to pay to the order of AXIS Technologies Group, Inc. (“Holder”), at its office at 2055 South Folsom Street, Lincoln, Nebraska 68522, or at such other place as Holder may from time to time designat

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

EX-4 5 axis-ex4050310.htm JOINT FILING AGREEMENT Exhibit 4 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned hereby agree that the statement on Schedule 13D to which this Agreement is annexed as Exhibit 4 is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: May 3, 2010 DHAB, LLC By: /s

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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: April 22, 2010 AXIS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 000-53350 26-1326434 (State Or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification

AMENDMENT AGREEMENT

AMENDMENT AGREEMENT This Amendment Agreement (this ?Agreement?), dated as of December 30, 2009, is entered into by and among Axis Technologies Group, Inc.

SECURITY AGREEMENT

SECURITY AGREEMENT (Axis) THIS SECURITY AGREEMENT dated the 22nd day of April, 2010, by and between IRC ? Interstate Realty Corporation, a Tennessee corporation, whose address is 2620 Thousand Oaks Boulevard, Suite 4000, Memphis, TN 38118 (hereinafter collectively called ?Secured Party?) and Axis Technologies, Inc.

PROMISSORY NOTE

EX-10.2 3 ex102.htm EXHIBIT 10.2 PROMISSORY NOTE $6,000,000.00 Memphis, Tennessee April 22nd, 2010 FOR VALUE RECEIVED, on or before July 1st, 2010, the undersigned Maker (“Maker”) promises to pay to the order of AXIS Technologies Group, Inc. ("Holder"), at its office at 2055 South Folsom Street, Lincoln, Nebraska 68522, or at such other place as Holder may from time to time designate, the principa

STOCK PLEDGE AND SECURITY AGREEMENT

EX-10.3 4 ex103.htm EXHIBIT 10.3 STOCK PLEDGE AND SECURITY AGREEMENT THIS STOCK PLEDGE AND SECURITY AGREEMENT (“Agreement”) is made as of the 22nd day of April, 2010, by DHAB, LLC, a Tennessee limited liability company (the “Pledgor” or “Borrower”) in favor of AXIS TECHNOLOGIES GROUP, INC., a Delaware corporation (“AXIS”). W I T N E S S E T H: WHEREAS, Borrower is indebted to AXIS for the sum of $

AXIS JOINT VENTURE AGREEMENT

AXIS JOINT VENTURE AGREEMENT THIS AXIS JOINT VENTURE AGREEMENT (?Agreement?) is made as of the 22nd,day of April, 2010, (?Effective Date?) by and between AXIS TECHNOLOGIES GROUP, INC.

1. On April 22, 2010, DHAB, LLC (“DHAB”) entered into an Axis Joint Venture Agreement with Axis Technologies Group, Inc. (“AXIS”), Axis Technologies, Inc. and IRC-Interstate Realty Corporation, pursuant to which AXIS agreed to issue 163,192,720 share

EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS 1. On April 22, 2010, DHAB, LLC (“DHAB”) entered into an Axis Joint Venture Agreement with Axis Technologies Group, Inc. (“AXIS”), Axis Technologies, Inc. and IRC-Interstate Realty Corporation, pursuant to which AXIS agreed to issue 163,192,720 shares of its common stock, par value $0.001 (the “Common Stock”) to DHAB in return for DHAB (i) issuing a promi

PROMISSORY NOTE

EX-10.1 2 ex101.htm EXHIBIT 10.1 PROMISSORY NOTE Dated: May 20, 2009 $150,000.00 Principal Amount State of Missouri For value received, the undersigned, AXIS Technologies, Inc hereby jointly and severally promise to pay to the order of MidAmerica Funding Co., Inc: or assigns, Route 2 Box 97, Adrian, Missouri 64720, the sum of One hundred fifty thousand Dollars and no cents ($150,000.00), together

AXIS TECHNOLOGIES GROUP, INC. AMENDED AND RESTATED 10% SENIOR SECURED CONVERTIBLE NOTE

EXHIBIT A THIS AMENDED AND RESTATED 10% SENIOR SECURED CONVERTIBLE NOTE AMENDS AND RESTATES THE 10% SENIOR SECURED CONVERTIBLE NOTE ORIGINALLY ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 25, 2008 AND THE 10% SENIOR SECURED NOTE ORIGINALLY ISSUED ON MARCH 25, 2009, EACH ISSUED BY AXIS TECHNOLOGIES GROUP, INC.

AMENDMENT AGREEMENT

EX-10.2 3 ex102.htm EXHIBIT 10.2 AMENDMENT AGREEMENT This Amendment Agreement (this “Agreement”), dated as of December 30, 2009, is entered into by and among Axis Technologies Group, Inc., a Delaware corporation (the “Company”), Axis Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Guarantor”), GEMINI STRATEGIES, LLC, a Delaware limited liability company (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 o TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 o TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC.

FORM 12b-25

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3234-0058 SEC File Number 000-53350 CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K ? Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2009 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 1

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC. (Exact name of reg

FORM 12b-25

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3234-0058 SEC File Number 000-53350 CUSIP Number (Check one): ? Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2008 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 o TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53350 AXIS TECHNOLOGIES GROUP, INC.

FORM 12b-25

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3234-0058 SEC File Number 000-53350 CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2008 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Fo

Total Magnetic type Electronic type Quarter and year Quantity Value Quantity Value Quantity Value 2006 First quarter 21,114 198,026 4,389 39,683 16,725 158,343 2005 Total 83,679 784,399 22,485 189,359 61,194 595,040 Fourth quarter 19,561 183,036 4,50

EX-10.9 3 ex109.htm EXHIBIT 10.9 Exhibit 10.9 Fluorescent Lamp Ballasts: First Quarter 2006 Issued June 2006 MQ335C(06)-1 Current Industrial Reports USCENSUSBUREAU U.S. Department of Commerce Economics and Statistics Administration Helping You Make Informed Decisions U.S. CENSUS BUREAU Table 1. Summary of Shipments of Fluorescent Lamp Ballasts: 2002 to 2006 [Quantity in thousands of ballasts. Valu

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.1(a) STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of RIVERSIDE ENTERTAINMENT, INC., Resolutions were duty adopted setting forth proposed amendments of the Certificate of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 AXIS TECHNOLOGIES GROUP, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 (Amendment No.

Letter of Understanding

Exhibit 10.10 Daylight Letter of Understanding Harvesting & Dimming Electronic Ballast The Future of Fluorescent Lighting Wednesday, March 16, 2005 To: David Pedersen, President Merit Media, Inc. Subject: Letter of Engagement David, Documenting the points you clarified for us this morning during our phone conversation with you. An expectation of a fee is only on those entities, to whom, you introd

AXIS TECHNOLOGIES GROUP, INC. 10% SENIOR SECURED CONVERTIBLE NOTE

EX-4.2 5 ex42.htm EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

SECURITIES PURCHASE AGREEMENT

` Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April , 2008 between Axis Technologies Group, Inc. a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditi

The United States of America CERTIFICATE OF REGISTRATION PRINCIPAL REGISTER

Exhibit 10.7 The United States of America CERTIFICATE OF REGISTRATION PRINCIPAL REGISTER The Mark shown in this certificate has been registered in the United States Patent and Trademark Office to the named registrant. The records of the United States Patent and Trademark. Office show that an application for registration of the Mark shown in this Certificate was filed in the Office; that the applic

Exibit 10.4 CO-EXCLUSIVE LICENSE AXIS TECHNOLOGIES, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA SIMPLIFIED DAYLIGHT HARVESTING TECHNOLOGY

Exibit 10.4 CO-EXCLUSIVE LICENSE BETWEEN AXIS TECHNOLOGIES, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR SIMPLIFIED DAYLIGHT HARVESTING TECHNOLOGY UC Case Nos.: 2006-239; 2006-277; and 2006-347 CO-EXCLUSIVE LICENSE AGREEMENT FOR SIMPLIFIED DAYLIGHT HARVESTING TECHNOLOGY U.C. Case Nos.: 2006-239; 2006-277; and 2006-347 This co-exclusive license agreement (“Agreement”) is effective Janua

SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of April 25, 2008 (this ?Guarantee?), made by Axis Technologies, Inc.

Axis Technologies Group Inc. ARTICLE I ? OFFICES

Exhibit 3.2 BY-LAWS OF Axis Technologies Group Inc. ARTICLE I – OFFICES Section 1. The registered office shall be in the City of Wilmington, New Castle County, Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine, or the business of the corporation may require. ARTICLE

LOCK-UP AGREEMENT

EX-10.8 14 ex108.htm EXHIBIT 10.8 EXHIBIT E LOCK-UP AGREEMENT This Lock-Up Agreement ("Agreement") is made as of the date set forth below by the undersigned ("Holder") in connection with such Holder’s ownership of shares of Axis Technologies Group, Inc., a Delaware corporation (the "Company"). Whereas, Holder is the actual and/or beneficial owner of shares of Common Stock, $0.001 par value (“Commo

The Director of the United States Patent and Trademark Office

Exhibit 10.6 The Director of the United States Patent and Trademark Office Has received an application for a patent for a new and useful invention. The title and descrip-tion of the invention are enclosed. The require-ments of law have been complied with, and it has been determined that a patent on the in-vention shall be granted under the law. The United Therefore, this States of United States Pa

MANUFACTURING AGREEMENT

Exhibit 10.5 MANUFACTURING AGREEMENT This Manufacturing Agreement (hereinafter “Agreement”) is entered into by and between: AXIS TECHNOLOGIES, INC., a Delaware corporation, with it principal place of business at 2055 South Folsom Street, Lincoln, Nebraska, 68522, and Shanghai Gold Lighting Co., Ltd. a Peoples Republic of China Company with its principal place of business at No. 218 Minhe Road, Sha

INTELLECTUAL PROPERTY SECURITY AGREEMENT

EX-10.2 8 ex102.htm EXHIBIT 10.2 EXHIBIT D – For Filing INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of April , 2008, is made by AXIS TECHNOLOGIES, INC., a Delaware corporation (the “Grantor”), in favor of GEMINI STRATEGIES, LLC, as collateral agent (“Agent”) for the holder(s) of 10% Senior Secured Convertible Notes issued or t

COMMON STOCK PURCHASE WARRANT AXIS TECHNOLOGIES GROUP, INC.

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Subsidiaries of the Registrant

Exhibit 21. Subsidiaries of the Registrant. Axis Technologies, Inc., a Delaware corporation

SECURITY AGREEMENT

EXHIBIT C SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April , 2008 (this ?Agreement?), is among Axis Technologies Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 AXIS TECHNOLOGIES GROUP, INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934 AXIS TECHNOLOGIES GROUP, INC.

The First State

Exhibit 3.1 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?C2I SOLUTIONS, INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 1997, AT 3 O'CLOCK P.M. /s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State 2803312 8100