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~~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 Identification No.)

2055 So. Folsom Street

Lincoln, NE 68522

(Address of Principal Executive Offices, Including Zip Code)

(402) 476-6006

(Issuer’s Telephone Number, Including Area Code)

Item 1.~~01 Entry~~02 ~~into~~Termination of a Material Definitive Agreement

OnIn April 22, 2010, ~~Axis~~AXTG ~~Technologies~~entered ~~Group,~~into ~~Inc.~~a ~~(the~~agreement ~~“Company”),~~with ~~IRC~~DHAB -to ~~Interstate~~acquire ~~Realty Corporation (“IRC”)~~163, ~~and DHAB~~192,720 ~~LLC~~shares ~~(“DHAB”)~~of ~~entered~~AXTG ~~into~~stock ~~an Axis Joint Venture Agreement~~ (the “JVAXTG ~~Agreement~~Stock”), ~~thereby~~in ~~forming~~return for a ~~Tennessee~~purchase ~~joint~~money ~~venture/general~~note in ~~partnership between~~ the ~~Company~~amount ~~and~~of ~~IRC. The~~$6,000,000 ~~joint venture is named the Axis Joint Venture~~ (the “~~Joint Venture~~Note”). ~~The~~ AXTG ~~primary~~retained ~~purpose~~possession of the ~~Joint~~AXTG ~~Venture~~Stock isas tocollateral ~~facilitate and make funds available~~ for the ~~Company~~purchase tomoney ~~acquire~~obligation ~~inventory~~of ~~and~~DHAB ~~sell~~pursuant ~~such inventory~~ to ~~customers~~the onterms of a ~~temporary~~stock ~~basis~~pledge ~~until~~agreement (the ~~contemplated~~“Pledge ~~equity transaction, as further described below, is completed in its entirety~~Agreement”). ~~This~~ The ~~joint~~Note ~~venture~~provided ~~structure is being set up only to secure IRC’s interest~~ for ~~their~~a ~~willingness~~maturity todate ~~advance funds to Axis for inventory purchases. Specifically, IRC will advance funds to purchase inventory from manufacturers, which inventory will be delivered to customers~~ of ~~the~~July ~~Company in connection with two separate purchase orders for 12~~1,~~000~~ ~~units of inventory, each~~2010. ~~Payments~~ DHAB ~~made~~has bydefaulted ~~customers~~under ~~for~~ the ~~units~~Note ~~will be deposited in a bank account from which IRC will be promptly repaid for all sums advanced~~ by ~~IRC~~failing ~~for~~to ~~the~~pay ~~purchase~~said ofsum ~~the~~on ~~inventory from manufacturers and for related reasonable costs and expenses incurred by IRC. IRC will also receive a fee of $50,000 as consideration for providing~~ or ~~arranging~~before ~~for~~ the ~~inventory~~stated ~~purchases~~maturity date. ~~IRC~~ The ~~will~~Note ~~hold~~provides athat ~~security interest~~ in the ~~bank~~event ~~account~~of default, ~~thereby securing repayment by~~ the ~~Company~~sole remedy of ~~the~~AXTG ~~amounts IRC advances and~~ is ~~owed, pursuant~~ to ~~the~~exercise ~~Deposit~~its ~~Account~~rights ~~Security~~under ~~Agreement entered into by~~ the ~~Company~~Pledge ~~and IRC~~Agreement. ~~Repayment~~ ofAlthough the ~~amounts~~Company ~~advanced~~may byrenegotiate ~~IRC~~a isnew ~~also~~agreement ~~secured~~with byDHAB ain ~~first~~the ~~lien~~future, onthe ~~all~~passing of the ~~Company’s~~due ~~personal~~date ~~property,~~of ~~including~~July ~~its inventory~~1, ~~pursuant~~2010 tohas anecessitated ~~Security~~the ~~Agreement~~termination ~~entered~~of ~~into~~the bypreviously ~~IRC~~announced ~~and the Company~~agreement.

~~Pursuant~~Item to the JV Agreement, the Company issued DHAB an aggregate of 163,192,720 shares (the “DHAB Stock”) of its common stock in return for a Promissory Note from DHAB in the principal amount of $6,000,000 and the execution by DHAB of a Stock Pledge and Security Agreement (the “DHAB Security Agreement”)2. ~~The~~04 Triggering ~~Promissory~~Events ~~Note~~that ~~bears~~Accelerate no interest and is due on July 1, 2010. If an event of default occurs under the Promissory Note, the Company’s sole remedy is to exercise its rights under the DHAB Security Agreement. Pursuant to the DHAB Security Agreement, DHAB pledged to the Company a continuing security interest in the DHAB Stock as collateral for DHAB’s $6,000,000 obligation to the Company under the Promissory Note. All certificates representing the DHAB Stock are to be delivered to and retained by the Company. As DHAB pays such obligation to the Company (either in the form of monies or ~~other~~Increase ~~consideration performed by DHAB), the Company will release the equivalent number of shares of the DHAB Stock on~~ a ~~prorated~~Direct ~~basis~~Financial asObligation is represented by the sums so paid on a $0.04 per share basis. DHAB will not have any voting rights pertaining to the DHAB Stock, other than to shares that the Company has released as security. The JV Agreement provides that the Company will not issue or ~~agree~~an toObligation ~~issue~~under ~~any additional shares of its common stock prior to July 20, 2010,~~ and ~~IRC~~Off-balance ~~intends~~Sheet ~~to invest in DHAB and to be a member thereof.~~Arrangement

InOn ~~connection~~September ~~with~~20th ~~the JV Agreement, on April 22, 2010, the Company and its wholly-owned subsidiary,~~ Axis ~~Technologies,~~was ~~Inc.,~~informed ~~entered~~by ~~into an Amendment Agreement with~~ Gemini Strategies, LLC ~~and Gemini Master Fund, Ltd.~~ (~~collectively with~~ "Gemini ~~Strategies, LLC and individually, “Gemini”~~")~~. The~~ ~~Amendment~~that ~~Agreement~~the ~~provides~~company ~~for~~was ~~the~~in ~~extension~~default of the ~~maturity~~Note ~~date~~ of the ~~Amended~~Security ~~and~~Agreement ~~Restated~~dated ~~10%~~April ~~Senior Secured Convertible Note~~25, ~~restated as of December 30~~2010, ~~2009~~by, ~~with~~amongst aother ~~principal amount as of such date of $1~~things,~~884,097.22~~ ~~(the~~failing ~~“Gemini~~to ~~Note”). The~~make ~~maturity~~full ~~date~~payment ofthereunder ~~the~~by ~~Gemini Note is extended to~~ July 1, 2010,. ~~provided~~The ~~that~~failure ~~upon~~to ~~the~~pay ~~Company~~principal ~~receiving~~and ~~funds~~interest inby ~~connection~~that ~~with~~date ~~the~~constitutes ~~$6,000,000~~an ~~Promissory~~Event ~~Note~~of ~~with~~Default ~~DHAB,~~under the ~~Gemini~~ Note. isAn toEvent beof ~~repaid~~Default ~~with~~under the ~~proceeds~~Note ~~from~~constitutes ~~such~~an ~~funds. Ten~~event ~~percent~~ of ~~all~~default ~~proceeds~~under ~~received~~the ~~from~~security ~~the~~agreement. ~~sale~~The ofbalance ~~units~~due ofunder the ~~inventory~~Note towas ~~customers~~$2,092,064.92 ~~is also to be paid to Gemini~~ as ~~partial repayment~~ of ~~the~~September ~~Gemini~~24, ~~Note~~2010. ~~The~~ On ~~Amendment~~October ~~Agreement~~13, ~~further~~2010, ~~provides~~Axis ~~for~~received ~~the~~a ~~consent~~Notification byof ~~Gemini~~Disposition ~~to the transactions contemplated by the JV Agreement, and subordination~~ of ~~Gemini’s existing lien on the Company’s inventory and other collateral~~Collateral.

~~Item~~Axis ~~3.02 Unregistered~~and ~~Sale~~several of ~~Equity~~the ~~Securities~~company's significant shareholders are actively working with Gemini Strategies to cure this default, including obtaining financing from alternative sources heretofore not possible under the previous agreement with DHAB.

As described in more detail above in Item 1.01, on April 22, 2010, the Company issued DHAB an aggregate of 163,192,720 shares of its common stock in return for a Promissory Note from DHAB in the principal amount of $6,000,000 and the execution by DHAB of a Stock Pledge and Security Agreement. The shares were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder. The offer and sale of the shares was made exclusively to an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D) in an offer and sale not involving a public offering. The holder of the shares purchased the securities for its own account and not with a view towards or for resale. There was no general solicitation or advertising conducted in connection with the sale of the securities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Axis Joint Venture Agreement
10.2		Promissory Note from DHAB, LLC
10.3		Stock Pledge and Security Agreement by DHAB, LLC in favor of the Company
10.4		Security Agreement by the Company in favor of IRC – Interstate Realty Corporation
10.5		Amendment Agreement with Gemini Strategies, LLC and Gemini Master Fund, Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	AXIS TECHNOLOGIES GROUP, INC.
Date: April 30, 2010	By:	/s/ James Erickson
Date: October 22, 2010	By:	/s/ James Erickson
		James Erickson
		Chief Accounting Officer and Principal Financial Officer
		Chief Accounting Officer and
		Principal Financial Officer

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