Axess Media Signs Pact with Axess Venture Fund - Financing Affiliate Sets Milestones for $16 Million AXMG Capital Investment

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The Axess Media Group, Ltd. [OTC: AXMG] announced today its filing with the SEC for approval of a private placement offering and sale of 10 million units of Axess Media preferred common shares and warrants of its securities to the Axess Venture Fund, LLC and Benchmark Capital Partners, LLC.

The announcement marks the closing of Phase I of Axess Media's financial plan for a scheduled infusion of at least $ 16M in operating capital to AXMG and its affiliates. The use of funds derived from this exempt Offering is targeted principally for the launch of Axess Media’s proprietary independent Internet television network [ “iTVN”]. Company representatives believe that final funding commitments from AXVF during Phase II of operations could actually approach $ 50M within the 2005-06 fiscal years.

The news follows an extended hiatus by Axess Media from the press. AXMG has been reportedly retooling its business, like many other Internet companies following the tech stock market collapse of 2000-2002; preparing its Axess iTV Network for global deployment; and reorganizing or diversifying other areas of its enterprise. Company management suggests its self-imposed “quiet period” was meant to avoid stock market pitfalls within the IT industry and insure proper regulatory compliance. Axess Media leadership now believes the timing is good for AXMG to re-engage the public market.

“For those of us fortunate to thrive, not only survive, in the challenging and fast growth Internet industry,” said Axess Media Founder and Chairman, Michael D. Grandon, “global socio-economic conditions are favorable for the next wave of new and exciting content producers. Key factors for success in web content production and distribution today are sound management experience, global integration and continuous innovation.”

The deal also provides for Axess Media to secure new strategic corporate and institutional venture capital partners, as well as qualified and notable individual investors.    

“The Axess Venture Fund provides an exciting opportunity for a number of our businesses and investors,” said Benchmark Chairman and CEO, Leticia R. Castro. “The AXVF model offers diversification, leverage and liquidity to our capital partners.”

About Axess Venture Fund

Axess Venture Fund, LLC serves as the financial services division for The Axess Media Group, Ltd.; while remaining an independent management and holding company, and focuses its efforts principally on business development for a variety of high-impact high-visibility and synergistic products, technologies, and services which are identified by its Members and Managers as strategic market opportunities (“Strategic Market Opportunities”). Axess Venture Fund then participates as a management advisor, technology holding corporation, mezzanine or bridge financier, or business operator. AXVF business includes, but is not necessarily limited to: Internet television; Internet web-casting or broadcasting of live events; on-line education, healthcare, family, entertainment and other varieties of Internet programming; ultrasound technology applied to the purification, treatment and desalination of water for industrial and consumer markets; ultrasound technology applied to various medical applications including skin care treatment and deep tissue healing; various agricultural products including coffee production and distribution; ultrasound technology for agriculture producers; biotechnology; medical diagnostics; various environmental projects, including: a marina development project in Sonora, Mexico; seismic warning systems for earthquake prediction; on-line lottery systems for increasing participation in educational and community funding; broadband over power lines and power line communications; and various other products and technologies which are expected to have a social impact on a regional North America, Latin America and global basis. The Company’s business activity may also include the integration of other related complementary or ancillary technologies in order to meet specific customer, manufacturing and distribution needs for its industrial and consumer market associates and affiliates. The Company expects that its undertakings may include or involve various federal, state and local governmental agencies, public organizations or member-based associations in order to obtain approvals and grants, facilitate pilot projects and business developments, and/or otherwise assist in the implementation of AXVF prioritized projects and strategic market opportunities.

AXVF business focus is on commercialization of breakthrough technologies, products and services which are socially responsible, global, diversified and build investor value. Axess Venture Fund is engaged in a variety of emerging business developments, R&D projects, media productions, product manufacturing, distribution, franchising, licenses and technology transfers in the United States, Mexico, the Caribbean, Canada, Australia, and Europe; with total market potentials in excess of $ 150 Billion worldwide.

Operating Agreement

The AXVF Operating Agreement, which became effective December 4, 2004, fulfills Phase I of the Axess Venture Fund capitalization plan and provides the basis for further funding by AXVF; subject to appropriate regulatory approvals. Axess Media has filed a Form D “Notice of Sale of Securities Pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption” of the 1933 Securities Act with the SEC. The terms of the deal specify that AXMG obtain a 50% non-dilutive ownership of AXVF, Benchmark acquires a 30% interest and 20% is earmarked for other accredited investors. By agreement between the Parties, Axess Venture Fund may also exercise an option to become a “spin-off” of AXMG and enter the market with its own IPO as a new public company at some future date; subject to regulatory approvals. The Company believes the shares issued under this Agreement are exempt from registration pursuant to Regulation D of the 1933 Securities Act ( “33 Act”). The shares issued under this exempt offering are restricted pursuant to both the 33 Act and 34 Act, and have been further restricted by the issuer AXMG as “preferred non-voting common shares” of Axess Media total authorized shares. AXMG has recorded approximately 80 million shares issued and outstanding; but only about 12 million are publicly traded.

Axess Venture Fund is expected to file a Regulation D exempt Private Placement Offering with the Securities and Exchange Commission to meet potential regulatory requirements for proceeding with Phase II. The timing of such filing was not specified. Axess Media is also expected to seek “fully reporting status” under the rules and regulations of the 1934 U.S. Securities and Exchange Act ( “34 Act”) in order to trade its securities over the OTCBB market. The timing of such registration was not specified.

About Axess Media

The Axess MediaTM Group, Ltd. [ OTC: AXMG ] is an innovative publicly-held group of Internet production and multi-media companies. AXMG has also been described as an Internet pioneer, value-added technology integrator, and management and holding company; uniquely structured; content-oriented; and project-driven. AXMG has emerged as a “dot com” Internet conglomerate” of network producers and “super web” of Internet “vortals” ( vertical market portals ) integrated into proprietary Axess Media “middle-ware” platform for producing content, providing and delivering “axess” to the world wide web through deployment of an easy to use independent Internet television network interface for online web broadcasting of affinity-based “TV-style” programming on a global basis. Its backers say AXMG is a new breed of web media communications and entertainment company; focused exclusively on serving the clearly identified needs of its customers by using the Internet as a powerful tool for personal empowerment.

The AXESS NetworkTM is comprised of a diverse array of high-visibility high-impact business-to-business, business-to-government, business-to-consumer, and consumer-to-consumer value-added web applications. Axess Media [ currently sports over 20 proprietary Internet content portals and iTV affinity-based channel, as well as owning a domain estate with dozens more brands and products; ranging from on-line education, electronic voting, entertainment, charitable giving, and health care, to biotechnology, insurance, e-vault security, Internet radio, music, art, film, on-line television production, travel, and children’s programming; all targeted at personal or professional empowerment within large global vertical markets; and integrating specific tools and common core capabilities into all of AXMG’s web-based portals.

AXMG objective within the iTV industry is to globally deploy its proprietary “middle-wave” platform for delivery and easy “axess” to Internet content in a “television-style” format. Axess Media flagship Internet television networks and broadcast platforms currently include: Axess TV; Always TV; iTV Globo; On iTV and iTVN. iTVN is still in its infancy; constantly evolving, growing and changing. Its future potential can only be speculated by investors. Some analysts have compared iTVN to AOL, CNN, FOX, Disney or Johnson & Johnson years ago. Through its proprietary middle-ware platform and syndicated content network iTVN seeks to provide “axess” to the Internet; while viewers control all content. Like CNN, global content producers build the network. iTVN is like FOX in that it is a new and different independent network; like Disney as its focus is on a family of programming and brands; and like Johnson & Johnson because it is a strategic group of synergistic consumer-oriented companies. MSN TV2 is the most formidable competitor to iTVN on the market today.

Axess Media’s leadership has been involved in the development of value-added network service applications since 1979, before there even was an “Internet”; and is renowned for managing the development of $ 600 Million in annual “Internet” revenues in 1983. AXMG’s predecessor company, BioLogix International, Ltd. [OTCBB: BGIX] was an industry pioneer in the heavily regulated biotechnology and medical device sectors as early as 1984, and its management, in 1997, originally created The Health Channel, one of the world’s leading health portals at that time., Inc. [[OTCBB: THCH and AXMG would like to continue to serve the interests of a common group of dedicated BGIX and THCH shareholders.

About Benchmark Capital

Benchmark Capital Partners, LLC is a Los Angeles, CA headquartered limited liability venture investment firm representing a number of significant corporate and institutional capital partners, as well as several accredited investment and hedge funds, venture capital firms and high net worth individual shareholders and investors.

More announcements are expected. A corporate profile of the Axess Media Group and its public announcements can be obtained on an on-going basis at under “AXMG News.” Additional information can also be obtained by contacting AXMG Investor Relations by e-mail at, , or toll-free at: 1-866-GO-AXESS / 1-866-462-9377.

Safe Harbor Statement

Included in this press announcement and referenced hereunder are Axess Media Group, Ltd. forward-looking statements and projecting within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations reflected in such forward-looking statements will prove to be correct nor relied upon for investment purposes.

Copyright 2004

The Axess Media Group, Ltd.

All Rights Reserved

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