SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended June 30, 2001.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from              to            .
                                                    ------------    ------------


         Commission file number: 0-29383
                                 -------


                         WICHITA DEVELOPMENT CORPORATION
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)




                    Nevada                       88-0356200
                    ------                       ----------
       (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization)       Identification No.)





            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                                 --------------
                           (Issuer's telephone number)



Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                Yes XX No


The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of July 13, 2001 was 24,321,646.


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.................................................3

Unaudited Balance Sheet as of June 30, 2001...................................4

Unaudited Statement of Operations for the three and six months
ended June 30, 2001 and 2000..................................................6

Unaudited Statement of Cash Flows for the three and six months
ended June 30, 2001 and 2000..................................................7

Notes to Condensed Financial Statements.......................................8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS ................................11


                                     PART II

ITEM 5.  OTHER INFORMATION...................................................13

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................14

SIGNATURES...................................................................15

INDEX TO EXHIBITS............................................................16












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                                        2

<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Wichita Development Corporation, a
Nevada corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended June 30, 2001,
and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year are attached hereto as Pages 4 through 7 and are incorporated
herein by this reference.












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                                        3

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
               (a development stage company until August 30, 2000)
                             Unaudited Balance Sheet
                                  June 30, 2001



                                                          June 30, 2001
                                                         ---------------
ASSETS

   Current Assets
      Cash                                               $      215,526
      Prepaid expenses                                            2,059
      Notes receivable                                          129,938
      Marketable securities - trading - Note 6                   73,658
                                                         --------------
          Total Current Assets                                  421,181

   Fixed Assets
      Property and equipment, net - Notes 1 & 4                 477,389
      Land                                                      100,000
                                                         --------------
          Total Fixed Assets                                    577,389

   Other Assets
      Other investments - restricted securities - Note 6        495,947
      Deferred income tax benefit                                 8,659
                                                         --------------
          Total Other Assets                                    504,606

TOTAL ASSETS                                             $    1,503,176
                                                         ==============







                 See accompanying notes to financial statements


                                        4

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
               (a development stage company until August 30, 2000)
                             Unaudited Balance Sheet
                                   (continued)
                                  June 30, 2001


                                                        June 30, 2001
                                                       --------------
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Current Liabilities
      Accounts payable                                 $        1,396
      Income taxes payable - Notes 1, 2 & 3                    56,983
      Current portion of Long-Term debt                         2,274
                                                       --------------
          Total Current Liabilities                            60,653

   Long Term Liabilities                                      274,293
       Less: Current portion                                   (2,274)
                                                       --------------
   Total Long Term Liabilities                                272,019

TOTAL LIABILITIES                                             332,672

STOCKHOLDERS' EQUITY
      Preferred stock - 5,000,000 shares authorized
         at $0.001 par, none issued and outstanding -
      Common stock - 200,000,000 shares authorized
       at $0.001  par;
       24,321,646 shares issued and outstanding                24,322
      Paid in capital                                         771,885
      Retained earnings                                       374,297
TOTAL STOCKHOLDERS' EQUITY                                  1,170,505
                                                       --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $    1,503,176
                                                       ==============




                 See accompanying notes to financial statements

                                        5

<PAGE>




                         WICHITA DEVELOPMENT CORPORATION
               (a development stage company until August 30, 2000)
                            Statements of Operations
            for the three and six months ended June 30, 2001 and 2000


<TABLE>
<CAPTION>
                                                            Three months ended    Six months ended
                                                                June 30,             June 30,
                                                        2000        2000         2001        2000
<S>                                              <C>            <C>         <C>          <C>
                                                  -------------- ----------- ------------ -----------
Rental revenues                                   $       70,844 $         0 $    179,304 $         0

General and administrative expenses                       67,098           -      165,026         959
                                                  -------------- ----------- ------------ -----------
          Net income from rental operations                3,746           -       14,278        (959)

Other income (expense)
   Interest income (expense)                              (4,633)          -        1,600           -
   Gain (loss) on sale of securities                           -           -       (3,991)          -
   Unrealized gain (loss) on securities                  (10,025)          -        8,494           -
                                                  -------------- ----------- ------------ -----------
          Total other income (expense)                   (14,658)          -        6,103           -
                                                  -------------- ----------- ------------ -----------
Income (loss) before tax                                 (10,912)          -       20,381        (959)

                                                  -------------- ----------- ------------ -----------
Provision for income taxes - Notes 1 & 3                  (4,825)          -        9,902           -
                                                  -------------- ----------- ------------ -----------

Net income (loss)                                 $       (6,087)$         0 $     10,479 $      (959)
                                                  ============== =========== ============ ===========

Net income (loss) per common share                $         0.00 $      0.00 $       0.00 $      0.00
                                                  ============== =========== ============ ===========

Weighted average shares outstanding                   24,321,646   1,042,822   22,116,367   1,042,822
                                                  ============== =========== ============ ===========
</TABLE>




                 See accompanying notes to financial statements

                                        6

<PAGE>



                        WICHITA DEVELOPMENT CORPORATION
              (a development stage company until August 30, 2000)
                            Statements of Cash Flows
                       for the three and six months ended
                             June 30, 2001 and 2000
<TABLE>
<CAPTION>
                                                                    Three months ended               Six months ended
                                                                         June 30,                        June 30,
Cash Flows from Operating Activities:                               2001            2000                 2001          2000
-------------------------------------
                                                              ----------------- -------------  --------------  ------------
<S>                                                          <C>                 <C>          <C>             <C>
Net Income (loss)                                             $          (6,087)  $         0  $       10,479  $       (959)
Adjustments to reconcile net income to net cash
provided by operating activities:
    Depreciation and amortization                                         3,663             -           7,326             -
    Decrease (increase) in prepaid expenses                               1,030             -          (2,059)            -
    Decrease (increase) in securities                                   (79,917)            -        (525,183)            -
    Increase (decrease) in accounts payable                                   -             -          (7,810)            -
    Increase (decrease) in income tax payable                            (4,825)            -           9,902             -
                                                              ----------------- -------------  --------------  ------------
       Net Cash Used in Operating  Activities                           (86,136)            -        (507,345)         (959)

Cash Flows from Investing Activities:
    Increase in notes receivable                                        (74,938)            -        (129,938)            -
    Purchase of land and building                                             -             -               -             -
                                                              ----------------- -------------  --------------  ------------
       Net Cash Provided by/(Used for) Investing Activities             (74,938)            -        (129,938)            -

Cash Flows from Financing Activities:
------------------------------------
    Increase (decrease) in notes payable                                   (532)            -         274,293             -
    Issued stock for securities                                               -             -         104,763             -
    Increase (decrease) in amount due to shareholder                    (54,483)            -        (154,321)        1,010
    Issued stock for debt settlement                                          -             -         147,591             -
    Issued stock for cash                                                     -             -               -           360
                                                              ----------------- -------------  --------------  ------------
        Net Cash Provided by/(Used for) Financing Activities            (55,015)            -         372,326         1,370

               Net Increase(decrease) in Cash                          (216,089)            -        (264,957)          411

Beginning Cash Balance                                                  431,615           411         480,483             -
                                                              ----------------- -------------  --------------  ------------

Ending Cash Balance                                           $         215,526   $       411  $      215,526  $        411
                                                              ================= =============  ==============  ============

Supplemental Disclosure Information:
  Cash paid during the period for interest                    $           7,535   $         0
  Cash paid during the period for income taxes                $               0   $         0

</TABLE>
                 See accompanying notes to financial statements


                                        7

<PAGE>




                         WICHITA DEVELOPMENT CORPORATION
               (a development stage company until August 30,2000)
                     Notes to Unaudited Financial Statements
                                  June 30, 2001

NOTE 1            Summary of Significant Accounting Policies
                  ------------------------------------------

         Nature of Operations

         The Company incorporated under the laws of the State of Nevada on
         February 15, 1996 with the name "Cyberbotanical, Inc." with authorized
         common stock of 20,000,000 shares at $0.001 par value, and authorized
         preferred stock of 5,000,000 shares at $0.001 par value. The Company
         was in the development stage until August 30, 2000 at which time it
         issued 18,400,000 shares of common stock to Kelly's Coffee Group, Inc.
         (Kelly's) for $540,554 and purchased a seven story building in Wichita,
         Kansas, known as the Board of Trade Center. As a result of this
         transaction, the Company became a majority owned subsidiary of Kelly's.
         The Company currently operates the building to produce rental income.
         On October 12, 2000, the Company changed its name to Wichita
         Development Corporation and increased its authorized common stock to
         200,000,000 shares. No change was made to the par value or to preferred
         stock authorization. In January of 2001, the Company was divested from
         its parent through a registered spin-off to the parent shareholders.

         Statement of Cash Flows

         Cash is comprised of cash on hand or on deposit in banks and brokerage
         accounts. The Company had $215,526 and $411 at June 30, 2001 and 2000.

         Deferred Income Taxes

         In February 1992, the Financial Accounting Standards Board (FASB)
         issued Statement of Financial Accounting Standard (SFAS) No. 109,
         "Accounting For Income Taxes," which is effective for fiscal years
         beginning after December 15, 1992. SFAS No. 109 requires the asset and
         liability method of accounting for income taxes. The asset and
         liability method requires that the current or deferred tax consequences
         of all events recognized in the financial statements are measured by
         applying the provisions of enacted tax laws to determine the amount of
         taxes payable or refundable currently or in future years. The Company
         has adopted SFAS No. 109 for financial reporting purposes. See Note 3
         below.

         Depreciation

         The Company's property and equipment is depreciated using the
         straight-line method over the useful lives shown below for financial
         reporting purposes and amounted to $12,211 and $0 for the years ended
         June 30, 2001 and 2000.


Asset                                                             Useful life
-----------------------------------------------------------------------------
Equipment and fixtures                                           5 to 7 years
Buildings                                                            39 years


                                        8

<PAGE>





                         WICHITA DEVELOPMENT CORPORATION
               (a development stage company until August 30,2000)
                     Notes to Unaudited Financial Statements
                                  June 30, 2001

         Net Income Per Common Share

         Net income per common share is based on the weighted average number of
shares outstanding.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         Marketable Securities - Trading

         The Company has classified its marketable securities as "trading"
         securities in accordance with SFAS No. 115. Trading securities are
         stated at fair value, with unrealized gains and losses reported as a
         separate portion of other income (expense) in the statements of
         operations. Marketable securities - trading at June 30, 2001 were
         valued at $73,658 and have been included in current assets.

         Revenue Recognition

         The Company recognizes rental revenue over the lease term as it becomes
         receivable in accordance with rental and lease agreements with third
         party tenants. Tenant recovery items, such as property taxes, are
         recorded as rental revenue as they become receivable in accordance with
         rental and lease agreements with third party tenants.

NOTE 2            Accounting for Income Taxes

          The Company has adopted SFAS No. 109, "Accounting for Income Taxes."
          For the quarter ended June 30, 2001, the Company incurred income tax
          credit of $4,825 as follows:


                Income tax payable                         June 30, 2001
------------------------------------------------------ ----------------------
Federal (35%) operations                               $                3,987
State (7.35%) operations, to Kansas                                       838
                                                       ----------------------
     Income tax credit                                 $                4,825
                                                       ======================



                                        9

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
               (a development stage company until August 30,2000)
                     Notes to Unaudited Financial Statements
                                  June 30, 2001


NOTE 3            Property and Equipment

         Property and equipment consist of the following:


                                    June 30,           June 30,
                                      2001               2000
                               ------------------ ------------------
Building                       $          489,600 $                0
Accumulated depreciation       $          (12,211)$                0
                               $          477,389 $                0
                               ================== ==================

NOTE 4            Marketable and Investment Securities

         The following is a summary of marketable and investment securities at
         June 30, 2001. Marketable securities are defined in SFAS No. 115 as
         securities with a readily determinable value. The company's investments
         in restricted securities, classified as "other investments", are
         presented for the shareholders benefit and are carried at cost.


MARKETABLE  - FREE TRADING SHARES
2,900 shares Airnet Communications (ANCC) @ 1.46          $            4,234
1,500 shares Oracle Systems (ORCL) @ 19.00                            28,500
78,700 shares AXIA Group, Inc (AXIA) @ .52                            40,924
                                                          ------------------
                      Total Marketable Securities         $           73,658

OTHER INVESTMENTS - RESTRICTED SHARES
667,651 restricted shares of AXIA Group, Inc. @ .625531   $          417,636
28,800 shares of Health Watch @ .6875                                 19,800
Receivable of Rollerball International shares                         44,082
153,827 shares of Twin Faces East @ .094                              14,429
                                                          ------------------
              Total Other Investments - restricted stock  $          495,947




                                       10

<PAGE>



ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the Financial Statements and
accompanying notes and the other financial information filed in the Form 10-KSB
for the period ended December 31, 2000.

General

Our business plan for the next twelve months involves the continued operation of
our office building in Wichita Kansas coupled with our ongoing attempts to
locate and acquire additional commercial office space in the Wichita area and
elsewhere.

Results of Operations

The Company recorded $70,844 and $0 in rental revenues for the quarters ended
June 30, 2001 and 2000, respectively. All rental revenues are attributable to
its Board of Trade Center. The Company had no operations in the first two
quarters of 2000. Rental revenues for the six month periods ended June 30, 2001
and June 30, 2000 were $179,304 and $0, respectively.

Income / Losses

Net loss for the quarter ended June 30, 2001, was $6,087 compared to a net loss
of $959 for the quarter ended June 30, 2000. Net income for the six months ended
June 30, 2001, was $10,479 compared to a net loss of $959 for the six months
ended June 30, 2000. The $10,479 in net income was attributable to the
commencement of operations which began during the year 2000. The $6,087 June
quarter loss resulted from tenancy fluctuations, decline in investment income,
and consulting fees. The reason for the significant change in net income is
because the Company had no operations for the comparable period in 2000.

Expenses

General and administrative expenses for the quarter ended June 30, 2001, were
$67,098 compared to $0 for the comparable period in 2000. General and
administrative expenses for the six months ended June 30, 2001, were $165,026
compared to $959 for the comparable period in 2000. The increase in general and
administrative expenses resulted from operation of the Board of Trade Center.
The reason for the significant increase in general and administrative expenses
is because the Company had no operations for the comparable period in 2000.

The Company had $3,663 in depreciation and amortization expense for the quarter
ended June 30, 2001 and $0 for the comparable period in 2000. Depreciation for
the six months ended June 30, 2001, was $7,326 and $0 for the comparable six
months in 2000.


Impact of Inflation

The Company believes that inflation may have a negligible effect on future
operations. The Company believes that it may be able to offset inflationary
increases in the cost of sales by increasing sales and

                                       11

<PAGE>



improving operating efficiencies.

Liquidity and Capital Resources

The Company's net working capital was $360,528 on June 30, 2001, compared to
$314,299 at December 31, 2000. The increase in working capital was attributable
to a shift in investments from marketable securities to investments in
restricted stock classified as non-current assets.

Cash flow used in operating activities were $86,136 for the quarter ended June
30, 2001, and $959 for the comparable period in 2000. The increase was due to an
increase in marketable securities as well as items caused by the operation of
the Board of Trade Center. Cash flow used in operating activities were $507,345
for the six months ended June 30, 2001, and $959 for the comparable period in
2000.

Cash flow used by investing activities was $74,938 for the quarter ended June
30, 2001 and $0 for the comparable period in 2000. The increase was due to two
short terms loans made during the quarter. Cash flow used by investing
activities was $129,938 for the six months ended June 30, 2001 and $0 for the
comparable period in 2000.

Cash flow used by financing activities was $55,015 for the quarter ended June
30, 2001, and $0 for the comparable period in 2000. The increase was due to a
payoff of amounts due to shareholders of $54,483 coupled with payments on the
mortgage on the Board of Trade Center of $532 in principal.
 Cash flow generated from financing activities was $372,326 for the six months
ended June 30, 2001, and $1,370 for the comparable period in 2000.

Expected Cash Requirements

On June 30, 2001, the Company had $215,526 in cash on hand. Current monthly
revenues from the office building during the first two quarters of 2001 were
approximately $29,884. Monthly expenses averaged $27,504. This created a net
monthly operating profit of approximately $2,380. We believe that rental income
will be sufficient to meet our cash requirements for operations for the next
twelve months. With operations at the present level, it is estimated that the
Company will have a net profit from building operations of $28,560 during the
next twelve month period. The Company expects expenses to decrease substantially
as a result of a decrease in energy costs associated with the operation of the
Board of Trade Center. An unexpected increase or decrease in rental income or
operating costs could cause this estimate to vary. There can be no guarantee
that operating costs will remain constant through the end of the year 2001.

In the event we acquire additional rental properties during the coming year, our
cash requirements to fund operations could increase. While we have no present
intention to raise equity capital for operations in the next twelve month
period, the acquisition of, or opportunity to acquire additional commercial real
estate could create a need to raise additional capital.

Product Research and Development

We do not plan to conduct any significant research or development activities
in the coming twelve

                                       12

<PAGE>



month period.

Expected Purchase or Sale of Plant and Equipment

We have no current plan for the purchase of any specific additional plant or
equipment. However, we are investigating the feasibility of purchasing
additional commercial real estate in the Wichita area. We are using the services
of a licensed real estate broker in the Wichita area to suggest potential
properties for our consideration. We have investigated a number of potential
properties and are continuing to consider the purchase of additional office
properties in the Wichita area

Expected Changes in Number of Employees

We currently have one part-time employee, Richard D. Surber. The Trade Center
Building is currently managed by a resident property management company. We do
not expect to hire any additional employees in the coming twelve month period.

                                     PART II

ITEM 5.           OTHER INFORMATION

Pursuant to a written contract dated April 27, 2001, the Company purchased
90,990 restricted shares of common stock of Axia Group, Inc. (OTCBB: "AXIA") for
a cash price of $25,000 ($0.275 per share) pursuant to a written contract
wherein the Company had agreed to purchase shares at a 25% discount from the
trading price of Axia shares on the closing date. Richard D. Surber, the
Company's president is also the president and a director of Axia Group, Inc.

On April 27, 2001, the Company loaned Fifty Thousand Dollars ($50,000) to Salt
Lake Development, Inc. at an annual interest rate of ten percent (10%). The loan
is evidenced by a promissory note and secured by a deed of trust on property
located at 268 West 400 South in Salt Lake City, Utah. The Note calls for
monthly payments of $478.52 per month with a balloon payment of remaining
principal and interest due on or before April 30, 2003. Salt Lake Development,
Inc. is a subsidiary of Axia Group, Inc. Richard D. Surber, the Company's
president is also the president and a director of both Axia Group, Inc. and Salt
Lake Development, Inc.

On June 5, 2001, the Company loaned Fifty Thousand Dollars ($50,000) to Axia
Group, Inc. at an annual interest rate of ten percent (10%). The loan is
evidenced by a promissory note and secured by one million (1,000,000) shares of
common stock of eLocity Networks Corp. (OTCBB: "ELOC"). The Note calls for a
single payment of principal and interest due on or before September 5, 2001.
Richard D. Surber, the Company's president is also the president and a director
of Axia Group, Inc.


Pursuant to a written contract dated June 5, 2001, the Company purchased 121,212
restricted shares of common stock of Axia Group, Inc. (OTCBB: "AXIA") for a cash
price of $50,000 ($0.4125 per share) pursuant to a written contract wherein the
Company had agreed to purchase shares at a 25% discount from the trading price
of Axia shares on the closing date. Richard D. Surber, the Company's president
is also the president and a director of Axia Group, Inc.

                                       13

<PAGE>



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 10 of this Form 10QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  No reports on Form 8-K were filed during the
         period covered by this Form 10-QSB.






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                                       14

<PAGE>





                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this 13th day of July, 2001.




WICHITA DEVELOPMENT CORPORATION.



/s/ Richard Surber                                      Date: July 13, 2001
------------------------------
Richard Surber
President and Director

















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                                       15

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT     PAGE
NO.         NO.    DESCRIPTION

3(i)        *       Articles of Incorporation of the Company (incorporated
                    herein by reference from Exhibit No. 3(i) of the Company's
                    Form 10-SB as filed with the Securities and Exchange
                    Commission on February 8, 2000).

3(ii)       *       Bylaws of the Company, as amended (incorporated herein by
                    reference from Exhibit 3(ii) of the Company's Form 10-SB as
                    filed with the Securities and Exchange Commission on
                    February 8, 2000).

MATERIAL CONTRACTS

10(i)       17      Stock Purchase Agreement dated April 27, 2001 between the
                    Company and Axia Group, Inc. for the purchase of 90,990
                    shares of restricted Axia stock for cash.

10(ii)      20      Promissory note dated April 27, 2001, with Salt Lake
                    Development Corporation for $50,000.

10(iii)     22      Promissory note dated June 5, 2001, between Axia Group, Inc
                    and Wichita Development Corp for repayment to Wichita of
                    $50,000.

10(iv)      24      Stock Purchase Agreement dated June 5, 2001, between the
                    Company and Axia Group, Inc. for the purchase of 121,212
                    shares of restricted Axia stock for cash.


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                                       16

<PAGE>



Exhibit 10 (iii)

                            STOCK PURCHASE AGREEMENT

             THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 27th
day of April, 2001 by and between Axia Group, Inc., a Nevada corporation
("Axia"), and Wichita Development Corporation, a Nevada corporation ("WDC").

                                    Recitals

             Axia desires to sell and transfer restricted shares of the common
stock of Axia to WDC at a 25% discount from the stock's final price on the day
of closing and WDC desires to purchase and acquire restricted shares of the
common stock of Axia, par value $0.001 per share at a 25% from the stock's final
price on the day of closing (the "Shares"), in a private non-registered
transaction in exchange for a cash payment of Twenty Five Thousand dollars
($25,000).

                                    Agreement

             In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:

1.   Purchase and Sale of Shares. Axia agrees to transfer the Shares to WDC, and
     WDC agrees to acquire the Shares from Axia. Immediately after Axia receives
     the purchase price from Wichita, it will direct its transfer agent to issue
     the Shares to WDC.

2.   Purchase Price. As consideration for the Shares, WDC shall pay to Axia the
     sum of Twenty Five Thousand dollars ($25,000), representing a purchase
     price equal to a
     25% discount from the stock's final price on the date of closing hereof.

3.   Representation and Warranties of WDC. WDC represents and warrants that:

          a.   WDC is an entity incorporated under the laws of the State of
               Nevada.

          b.   WDC has such knowledge and expertise in financial and business
               matters that it is capable of evaluating the merits and
               substantial risks of the purchase of the Shares and is able to
               bear the economic risks relevant to the purchase of the Shares
               hereunder.

          c.   WDC is relying solely upon independent consultation with its
               professional, legal, tax, accounting and such other advisors as
               WDC deems to be appropriate in purchasing the Shares; WDC has
               been advised to, and has consulted with, its professional tax and
               legal advisors with respect to any tax consequences of purchasing
               the Shares.

          d.   WDC understands that Axia is relying upon WDC's representations
               and warranties as contained in this Agreement in consummating the


                                       17

<PAGE>



               sale and transfer of the Shares. Therefore, WDC agrees to
               indemnify Axia against, and hold it harmless from, all losses,
               liabilities, costs, penalties and expenses (including attorney's
               fees) which arise as a result of a sale, exchange or other
               transfer of the Shares other than as permitted under this
               Agreement.

4.   Representations and Warranties of Axia. Axia represents and warrants that:


               a.   Axia is a corporation duly organized and validly existing
                    under the laws of the State of Nevada.

               b.   Axia has valid title to the Shares which it is transferring
                    to WDC pursuant to this Agreement. There are no claims,
                    liens, security interests, or other encumbrances upon the
                    Shares.

               c.   Axia is relying solely upon its independent consultation
                    with its professional, legal, tax, accounting and such other
                    advisors as Axia deems to be appropriate in transferring the
                    Shares; Axia has been advised to, and has consulted with,
                    its professional tax and legal advisors with respect to any
                    tax consequences of transferring the Shares.

               d.   All corporate action on the part of Axia required for the
                    lawful execution and delivery of this Agreement and the
                    issuance, execution and delivery of the Shares has been duly
                    and effectively taken. Upon execution and delivery, this
                    Agreement will constitute a valid and binding obligation of
                    Axia, enforceable in accordance with its terms, except as
                    the enforceability may be limited by applicable bankruptcy,
                    insolvency or similar laws and judicial decisions affecting
                    creditors' rights generally.

5.   Survival of Representations, Warranties and Covenants.

             The representations, warranties and covenants made by Axia and WDC
             in this Agreement shall survive the purchase and sale of the
             Shares.

6.   Miscellaneous.

               a.   In the event any one or more of the provisions contained in
                    this Agreement are for any reason held to be invalid,
                    illegal or unenforceable in any respect, such invalidity,
                    illegality or unenforceability shall not affect any other
                    provisions of this Agreement. This Agreement shall be
                    construed as if such invalid, illegal or unenforceable
                    provision had never been contained herein.

               b.   This Agreement shall be binding upon and inure to the
                    benefit of the parties and their respective heirs, legal
                    representatives, successors, and permitted assigns. The
                    parties hereto may not transfer or assign any part of their
                    rights or obligations except to the extent expressly
                    permitted by this Agreement.

               c.   This Agreement constitutes the entire agreement and


                                       18

<PAGE>



                    understanding between the parties with respect to the sale
                    of the Shares and may not be modified or amended except in
                    writing signed by both parties.

               d.   No term or condition of this Agreement shall be deemed to
                    have been waived nor shall there be any estoppel to enforce
                    any provision of this Agreement except by written instrument
                    of the party charged with such waiver or estoppel.

               e.   The validity, interpretation, and performance of this
                    Agreement shall be governed by the laws of the State of
                    Utah, without regard to its law on the conflict of laws. Any
                    dispute arising out of this Agreement shall be brought in a
                    court of competent jurisdiction in Salt Lake County, State
                    of Utah. The parties exclude any and all statutes, laws and
                    treaties which would allow or require any dispute to be
                    decided in another forum or by other rules of decision than
                    provided in this Agreement.


             IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.



Axia Group, Inc.                                Wichita Development Corporation

/s/  Gerald Einhorn                               /s/ Richard Surber
---------------------------------               --------------------------------
 Gerald Einhorn, Vice-President                  Richard Surber, President









                                       19

<PAGE>



Exhibit 10(iv)

$50,000                                                   Dated: April 27, 2001

                                                  PROMISSORY NOTE

     FOR VALUE RECEIVED, Salt Lake Development, Inc. ("Maker"), promises to pay
to Wichita Development Corporation, a Nevada corporation ("Holder"), or order,
Fifty Thousand Dollars ($50,000).

          1. Payments. The principal and interest on the obligation represented
     hereby shall be repaid in installments of $478.52 on the last day of each
     month, commencing May 31, 2001, with the entire unpaid principal paid in
     full on or before April 30, 2003.

          2. Interest. The obligation shall bear simple interest which shall be
     at the rate of 10% per annum, payable on the last day of each month,
     commencing May 31, 2001, with the entire unpaid interest payable on or
     before April 30, 2003.

          3. Type and Place of Payments. Payments of principal and interest
     shall be made in lawful money of the United States of America to the
     above-named Holder at 268 West 400 South, suite 300, Salt Lake City, Utah
     8410, or order.

          4. Prepayment. Advance payment or payments may be made on the
     principal, without penalty or forfeiture. There shall be no penalty for any
     prepayment.

          5. Default. Upon the occurrence or during the continuance of any one
     or more of the events hereinafter enumerated, Holder or the holder of this
     Note may forthwith or at any time thereafter during the continuance of any
     such event, by notice in writing to the Maker, declare the unpaid balance
     of the principal and interest on the Note to be immediately due and
     payable, and the principal and interest shall become and shall be
     immediately due and payable without presentation, demand, protest, notice
     of protest, or other notice of dishonor, all of which are hereby expressly
     waived by Maker, such events being as follows:

                      (a) Default in the payment of the principal and interest
             of this Note or any portion thereof when the same shall become due
             and payable, whether at maturity as herein expressed, by
             acceleration, or otherwise, unless cured within five (5) days after
             notice thereof by Holder or the holder of such Note to Maker.

                      (b) Maker shall file a voluntary petition in bankruptcy or
             a voluntary petition seeking reorganization, or shall file an
             answer admitting the jurisdiction of the court and any material
             allegations of an involuntary petition filed pursuant to any act of
             Congress relating to bankruptcy or to any act purporting to be
             amendatory thereof, or shall be adjudicated bankrupt, or shall make
             an assignment for the benefit of creditors, or shall apply for or
             consent to the appointment of any receiver or trustee for Maker, or
             of all or any substantial portion of its property, or Maker shall
             make an assignment to an agent authorized to liquidate any
             substantial part of its assets; or

                      (c) An order shall be entered pursuant to any act of
             Congress relating to bankruptcy or to any act purporting to be
             amendatory thereof approving an involuntary petition seeking
             reorganization of the Maker, or an order of any court shall be
             entered appointing any receiver or trustee of or for Maker, or any
             receiver of trustee of all or any substantial portion of the
             property of Maker, or a writ or warrant of attachment or any
             similar process shall be issued by any court against all or any
             substantial portion of the property of Maker, and such order


                                       20

<PAGE>



               approving a petition seeking reorganization or appointing a
               receiver or trustee is not vacated or stayed, or such writ,
               warrant of attachment, or similar process is not released or
               bonded within 60 days after its entry or levy.

          6. Attorneys' Fees. If this Note is placed with an attorney for
     collection, or if suit be instituted for collection, or if any other remedy
     permitted by law is pursued by Holder, because of any default in the terms
     and conditions herein, then in such event, the undersigned agrees to pay
     reasonable attorneys' fees, costs, and other expenses incurred by Holder in
     so doing.

          7. Construction. This Note shall be governed by and construed in
     accordance with the laws of the State of Utah.

          8. Security. This Note is secured by a Deed of Trust on the property
     located at 268 West 400 South, Salt Lake City, Utah 84101, as set forth in
     the Deed of Trust granted by Maker with Holder as the named beneficiary
     therein.


                         Salt Lake Development, Inc.


                         By   /s/ Richard Surber
                            ---------------------------------

                         Title   President
                               ------------------------------












                                       21

<PAGE>



Exhibit 10 (v)

$50,000                                                     Dated: June 5, 2001

                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, Axia Group, Inc. ("Maker"), promises to pay to
Wichita Development Corporation, a Nevada corporation ("Holder"), or order,
Fifty Thousand Dollars ($50,000).

          1. Payments. The principal and interest on the obligation represented
     hereby shall be repaid in full on or before September 5, 2001.

          2. Interest. The obligation shall bear simple interest which shall be
     at the rate of 10% per annum, payable on the last day of each month,
     commencing June 30, 2001, with the entire unpaid interest payable on or
     before September 5, 2001.

          3. Type and Place of Payments. Payments of principal and interest
     shall be made in lawful money of the United States of America to the
     above-named Holder at 268 West 400 South, suite 300, Salt Lake City, Utah
     84101, or order.

          4. Prepayment. Advance payment or payments may be made on the
     principal, without penalty or forfeiture. There shall be no penalty for any
     prepayment.

          5. Default. Upon the occurrence or during the continuance of any one
     or more of the events hereinafter enumerated, Holder or the holder of this
     Note may forthwith or at any time thereafter during the continuance of any
     such event, by notice in writing to the Maker, declare the unpaid balance
     of the principal and interest on the Note to be immediately due and
     payable, and the principal and interest shall become and shall be
     immediately due and payable without presentation, demand, protest, notice
     of protest, or other notice of dishonor, all of which are hereby expressly
     waived by Maker, such events being as follows:

               (a) Default in the payment of the principal and interest of this
          Note or any portion thereof when the same shall become due and
          payable, whether at maturity as herein expressed, by acceleration, or
          otherwise, unless cured within five (5) days after notice thereof by
          Holder or the holder of such Note to Maker.

               (b) Maker shall file a voluntary petition in bankruptcy or a
          voluntary petition seeking reorganization, or shall file an answer
          admitting the jurisdiction of the court and any material allegations
          of an involuntary petition filed pursuant to any act of Congress
          relating to bankruptcy or to any act purporting to be amendatory
          thereof, or shall be adjudicated bankrupt, or shall make an assignment
          for the benefit of creditors, or shall apply for or consent to the
          appointment of any receiver or trustee for Maker, or of all or any
          substantial portion of its property, or Maker shall make an assignment
          to an agent authorized to liquidate any substantial part of its
          assets; or

               (c) An order shall be entered pursuant to any act of Congress
          relating to bankruptcy or to any act purporting to be amendatory
          thereof approving an involuntary petition seeking reorganization of
          the Maker, or an order of any court shall be entered appointing any
          receiver or trustee of or for Maker, or any receiver of trustee of all
          or any substantial portion of the property of Maker, or a writ or
          warrant of attachment or any similar process shall be issued by any
          court against all or any substantial portion of the property of Maker,
          and such order approving a petition seeking reorganization or
          appointing a receiver or trustee is not vacated or stayed, or such


                                       22

<PAGE>



          writ, warrant of attachment, or similar process is not released or
          bonded within 60 days after its entry or levy.

          6. Attorneys' Fees. If this Note is placed with an attorney for
     collection, or if suit be instituted for collection, or if any other remedy
     permitted by law is pursued by Holder, because of any default in the terms
     and conditions herein, then in such event, the undersigned agrees to pay
     reasonable attorneys' fees, costs, and other expenses incurred by Holder in
     so doing.

          7. Construction. This Note shall be governed by and construed in
     accordance with the laws of the State of Utah.

          8. Security. This Note is secured by One Million (1,000,000) shares of
     the common stock of eLocity Networks Corp. fka Chattown.com Network Inc.
     presently held in the name of Maker and as may be set forth in a Security
     Agreement by Maker with Holder as the named beneficiary therein.

                            Axia Group, Inc.


                            By    /s/ Gerald Einhorn
                               --------------------------

                            Title   Secretary & Director
                                  -----------------------















                                       23

<PAGE>




                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed this 5th day of
June, 2001 by and between Axia Group, Inc., a Nevada corporation ("Axia"), and
Wichita Development Corporation, a Nevada corporation ("WDC").

                                    Recitals

         Axia desires to sell and transfer restricted shares of the common stock
of Axia to WDC at a 25% discount from the stock's final price on the day of
closing and WDC desires to purchase and acquire restricted shares of the common
stock of Axia, par value $0.001 per share at a 25% discount from the stock's
final price on the day of closing (the "Shares"), in a private non-registered
transaction in exchange for a cash payment of Fifty Thousand dollars ($50,000).

                                    Agreement

         In consideration of the mutual promises, covenants, and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by all the parties, the parties
hereby agree as follows:

1.   Purchase and Sale of Shares. Axia agrees to transfer the Shares to WDC, and
     WDC agrees to acquire the Shares from Axia. Immediately after Axia receives
     the purchase price from Wichita, it will direct its transfer agent to issue
     the Shares to WDC.

2.   Purchase Price. As consideration for the Shares, WDC shall pay to Axia the
     sum of Fifty Thousand dollars ($50,000), representing a purchase price
     equal to a 25% discount from the stock's final price on the date of closing
     hereof.

3.   Representation and Warranties of WDC. WDC represents and warrants that:


         a.   WDC is an entity incorporated under the laws of the State of
Nevada.

         b. WDC has such knowledge and expertise in financial and business
matters that it is capable of evaluating the merits and substantial risks of the
purchase of the Shares and is able to bear the economic risks relevant to the
purchase of the Shares hereunder.


         c. WDC is relying solely upon independent consultation with its
professional, legal, tax, accounting and such other advisors as WDC deems to be
appropriate in purchasing the Shares; WDC has been advised to, and has consulted
with, its professional tax and legal advisors with respect to any tax
consequences of purchasing the Shares.

         d. WDC understands that Axia is relying upon WDC's representations and
warranties as contained in this Agreement in consummating the sale and transfer
of the Shares. Therefore, WDC agrees to indemnify Axia against, and hold it
harmless from, all losses, liabilities, costs, penalties and expenses (including
attorney's fees) which arise as a result of a sale, exchange or other transfer
of the

                                       24

<PAGE>



Shares other than as permitted under this Agreement.

4.   Representations and Warranties of Axia. Axia represents and warrants that:

         a.   Axia is a corporation duly organized and validly existing under
the laws of the State of Nevada.

         b. Axia has valid title to the Shares which it is transferring to WDC
pursuant to this Agreement. There are no claims, liens, security interests, or
other encumbrances upon the Shares.

         c. Axia is relying solely upon its independent consultation with its
professional, legal, tax, accounting and such other advisors as Axia deems to be
appropriate in transferring the Shares; Axia has been advised to, and has
consulted with, its professional tax and legal advisors with respect to any tax
consequences of transferring the Shares.

         d. All corporate action on the part of Axia required for the lawful
execution and delivery of this Agreement and the issuance, execution and
delivery of the Shares has been duly and effectively taken. Upon execution and
delivery, this Agreement will constitute a valid and binding obligation of Axia,
enforceable in accordance with its terms, except as the enforceability may be
limited by applicable bankruptcy, insolvency or similar laws and judicial
decisions affecting creditors' rights generally.

5.   Survival of Representations, Warranties and Covenants.

         The representations, warranties and covenants made by Axia and WDC in
         this Agreement shall survive the purchase and sale of the Shares.

6.       Miscellaneous.

         a. In the event any one or more of the provisions contained in this
Agreement are for any reason held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

         b. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, legal representatives, successors, and
permitted assigns. The parties hereto may not transfer or assign any part of
their rights or obligations except to the extent expressly permitted by this
Agreement.

         c. This Agreement constitutes the entire agreement and understanding
between the parties with respect to the sale of the Shares and may not be
modified or amended except in writing signed by both parties.

         d. No term or condition of this Agreement shall be deemed to have been
waived nor shall there be any estoppel to enforce any provision of this
Agreement except by written instrument of the party charged with such waiver or
estoppel.


                                       25

<PAGE>


         e. The validity, interpretation, and performance of this Agreement
shall be governed by the laws of the State of Utah, without regard to its law on
the conflict of laws. Any dispute arising out of this Agreement shall be brought
in a court of competent jurisdiction in Salt Lake County, State of Utah. The
parties exclude any and all statutes, laws and treaties which would allow or
require any dispute to be decided in another forum or by other rules of decision
than provided in this Agreement.


         IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the day and year first appearing herein.



Axia Group, Inc.                            Wichita Development Corporation


s/ Gerald Einhorn                            s/ Richard Surber
-------------------------                   -----------------------------------
 Gerald Einhorn, Vice-President              Richard Surber, President








                                       26