Axia Wealth Management Inc.

Axia Wealth Management Inc Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Axia Wealth Management Inc. If you have any questions about the contents of this brochure, please contact us at (541) 647-1500 or by email at: Info@AxiaWealth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Axia Wealth Management Inc is also available on the SEC’s website at www.adviserinfo.sec.gov. Axia Wealth Management Inc’s CRD number is: 155890. 255 SW Bluff Drive Ste 100 Bend, OR 97702 (541) 647-1500 Info@AxiaWealth.com https://www.axiawealth.com Registration does not imply a certain level of skill or training. Version Date: 06/26/2026 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Axia Wealth Management Inc on 03/30/2026 are described below. Material changes relate to Axia Wealth Management Inc’s policies, practices, or conflicts of interests. The firm has filed for registration with the Securities and Exchange Commission (Item 4). ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes........................................................................................................................................ ii Item 3: Table of Contents ....................................................................................................................................... iii Item 4: Advisory Business ...................................................................................................................................... 2 A. Description of the Advisory Firm ................................................................................................................ 2 B. Types of Advisory Services ........................................................................................................................... 2 Selection of Other Advisers ........................................................................................................................... 3 C. Client Tailored Services and Client Imposed Restrictions ....................................................................... 6 D. Wrap Fee Programs........................................................................................................................................ 7 E. Assets Under Management ........................................................................................................................... 7 Item 5: Fees and Compensation ............................................................................................................................ 7 Fee Schedule ......................................................................................................................................................... 7 Selection of Other Advisers Fees ................................................................................................................... 8 B. Payment of Fees ............................................................................................................................................ 10 C. Client Responsibility for Third Party Fees ................................................................................................ 11 D. Prepayment of Fees ...................................................................................................................................... 11 E. Outside Compensation for the Sale of Securities to Clients ................................................................... 11 Item 6: Performance-Based Fees and Side-By-Side Management .................................................................. 12 Item 7: Types of Clients ........................................................................................................................................ 12 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ............................................................. 12 A. Methods of Analysis and Investment Strategies ................................................................................ 12 B. Material Risks Involved ......................................................................................................................... 13 C. Risks of Specific Securities Utilized ..................................................................................................... 13 Item 9: Disciplinary Information ......................................................................................................................... 16 A. Criminal or Civil Actions ....................................................................................................................... 16 B. Administrative Proceedings .................................................................................................................. 16 C. Self-regulatory Organization (SRO) Proceedings .............................................................................. 16 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 16 iii  A. Registration as a Broker/Dealer or Broker/Dealer Representative ................................................ 16 Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity B. Trading Advisor ................................................................................................................................................ 16 Registration Relationships Material to this Advisory Business and Possible Conflicts of C. Interests ............................................................................................................................................................... 16 D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ............................................................................................................................................................ 17 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 17 A. Code of Ethics .......................................................................................................................................... 17 B. Recommendations Involving Material Financial Interests ............................................................... 18 C. Investing Personal Money in the Same Securities as Clients ........................................................... 18 D. Trading Securities At/Around the Same Time as Clients’ Securities ............................................. 18 Item 12: Brokerage Practices ................................................................................................................................ 18 A. Factors Used to Select Custodians and/or Broker/Dealers ............................................................. 18 1. Research and Other Soft-Dollar Benefits ......................................................................................... 19 2. Brokerage for Client Referrals ........................................................................................................... 19 3. Clients Directing Which Broker/Dealer/Custodian to Use ......................................................... 19 4. Employee Benefit Plan Services ............................................................................................................. 19 B. Aggregating (Block) Trading for Multiple Client Accounts ............................................................. 19 Item 13: Review of Accounts ............................................................................................................................... 20 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews .............................. 20 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ........................................... 20 C. Content and Frequency of Regular Reports Provided to Clients .................................................... 20 Item 14: Client Referrals and Other Compensation ......................................................................................... 21 Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales A. Awards or Other Prizes) ................................................................................................................................... 21 B. Compensation to Non – Advisory Personnel for Client Referrals .................................................. 21 Item 15: Custody .................................................................................................................................................... 22 Item 16: Investment Discretion ............................................................................................................................ 23 Item 17: Voting Client Securities (Proxy Voting) .............................................................................................. 23 Item 18: Financial Information ............................................................................................................................ 23 A. Balance Sheet ........................................................................................................................................... 23 iv  B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients.................................................................................................................................................................. 23 C. Bankruptcy Petitions in Previous Ten Years....................................................................................... 23 Item 19: Requirements For State Registered Advisers ..................................................................................... 23 Principal Executive Officers and Management Persons; Their Formal Education and Business A. Background ........................................................................................................................................................ 24 B. Other Businesses in Which This Advisory Firm or its Personnel are Engaged and Time Spent on Those (If Any) ............................................................................................................................................... 24 C. Calculation of Performance-Based Fees and Degree of Risk to Clients .......................................... 24 D. Material Disciplinary Disclosures for Management Persons of this Firm...................................... 24 E. Material Relationships That Management Persons Have with Issuers of Securities (If Any) ..... 24 v  Item 4: Advisory Business A. Description of the Advisory Firm Axia Wealth Management Inc (hereinafter “AXIA”) is a corporation organized in the State of Oregon. The firm became registered as an investment advisor with the Oregon Division of Financial Regulation in May 2011 and filed for registration with the Securites and Exchange Commission in June 2026. The principal owners are Richard Nelson Ambrose and Chet Jay Baxter. The firm was acquired by Richard Nelson Ambrose in April 2017, and Chet Baxter became an owner in July 2017. B. Types of Advisory Services Wealth Management Services AXIA offers ongoing portfolio management services for individuals, qualified retirement plans, trusts, corporations, and small businesses. AXIA will work with the client to determine the client's investment objectives, goals, time horizon, and investor risk profile and will design a written investment policy statement. AXIA creates an Investment Policy Statement for each client, based on the client’s current situation (income, tax levels, and risk tolerance levels). Wealth management services include, but are not limited to, the following: Personal investment policy Asset selection Regular portfolio monitoring Estate Planning Insurance Review Debt reduction and planning • • • • • • • Investment strategy • • Asset allocation • Risk tolerance • College Planning • Tax Planning Business Planning • Financial Planning AXIA evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. AXIA works with new clients to develop a plan to transition from the client's existing portfolio to the portfolio recommended by AXIA. AXIA will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. AXIA will then continuously monitor the client's portfolio holdings and the overall asset allocation strategy and hold regular review meetings with the client regarding the account as necessary. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. AXIA seeks to ensure that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of AXIA’s economic, investment or other financial interests. To meet its fiduciary obligations, AXIA attempts to avoid, among other things, investment or trading practices that systematically advantage or 2  disadvantage certain client portfolios, and accordingly, AXIA’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is AXIA’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. AXIA will typically create a portfolio of no- load mutual funds and may use model portfolios if the models match the client's investment policy. AXIA will allocate the client's assets among various investments taking into consideration the overall management style selected by the client. AXIA primarily recommends portfolios consisting of mutual funds and/or exchange traded funds that follow a passive asset class investment philosophy with low holdings turnover. Client portfolios may also include some individual equity securities in situations where disposition of these securities would present an overriding tax implication, or the client specifically requests they be retained for a personal reason. These situations will be specifically identified in the client’s Investment Policy Statement (IPS). In addition to managing the client’s investment portfolio, AXIA may consult with clients on various financial areas including income and estate planning, business sale structures, college financial planning, retirement planning, insurance analysis, personal cash flow analysis, establishment and design of retirement plans and trust designs, among other things. AXIA’s Wealth Management services include Financial Planning services as detailed below. As part of Advisor’s services, Advisor may provide continuous investment advice and reporting to Client on agreed upon accounts where Advisor does not have trading discretion. Client will have the responsibility to implement all recommendations made by Advisor on such accounts. Advisor will provide reporting for accounts to which Advisor is provided access through the Total Account Solution platform or other acceptable medium. As set up by Client and agreed upon with Advisor, the “Account Value” and the applicable “Annual Fee” applied will include assets where Advisor is providing investment advice, but Advisor does not have trading discretion. Clients may go directly to the recommended third-party advisers for services. All accounts for members of the client’s family (husband, wife, and dependent children) or related businesses may be assessed fees based on the total balance of all accounts. Related accounts will be identified in AXIA’s system, and any fee changes will be documented with an addendum to the contract. Selection of Other Advisers AXIA may direct clients to third-party investment advisers. Before selecting other advisers for clients, AXIA will verify that all recommended advisers are properly licensed, notice filed or exempt in the states where AXIA is recommending the adviser to clients. 3  Client hereby authorizes Advisor to engage one or more independent investment managers (“Independent Managers”) to manage Client’s assets on a discretionary basis upon Client’s stated investment objectives as determined by Advisor. Client agrees to execute a limited power of attorney in favor of any Independent Managers as required for them to carry out their services. Advisor is authorized to terminate or change any Independent Managers when, in Advisor’s sole discretion, Advisor believes such termination or change is in Client’s best interest. Client authorizes Independent Managers to negotiate transaction costs and to execute trades through broker-dealers other than the Directed Broker, without consulting Client regarding each transaction. Clients may go directly to the recommended third-party advisers for services. Financial Planning AXIA also provides advice in the form of a Financial Plan. Clients purchasing a full financial plan will typically receive a written financial report, providing the client with a detailed financial report analysis and recommendations based on their stated financial goals and objectives. The types of reports provided to clients will vary depending upon the services requested by the client. In general, the financial plan will address the following areas of concern: TAX: Income tax and spending analysis and planning for past, current and future years. INSURANCE: Cash needs at death, income needs of surviving dependents, estate planning and disability income analysis and debt reduction RETIREMENT: Analysis of current strategies and investment plans to help the client achieve his or her retirement goals. INVESTMENTS: Analysis of investment alternatives and their effect on a client’s portfolio. AXIA gathers required information through in-depth personal interviews. Information gathered includes a client’s current financial status, insurance coverages, debt and other liabilities, future goals, and attitudes towards risk. Related documents supplied by the client are carefully reviewed and various types of written reports may be prepared by AXIA. Should a client choose to implement the recommendations in the report(s), AXIA suggest the client work closely with his/her attorney, accountant, or insurance agent. Implementation of financial plan recommendations is entirely at the client’s discretion. In offering financial planning, a conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser's recommendation, and, if the client elects to act on any of the recommendations, the client is under no obligation to affect the transaction through the investment adviser. This statement is required by California Code of Regulations, 10 CCR Section 260.235.2. AXIA will not offer financial planning to clients residing in the state of Washington if their assets under management are less than $400,000. 4  Portfolio Management Only Services AXIA provides portfolio management only services to clients that do not wish to pay the retainer fee for ongoing financial planning services. Portfolio management services are as described in the Wealth Management Services section above. However, the services to be provided by the Firm are limited to the management of the assets and do not include financial consulting, financial planning, tax planning, insurance planning, estate planning, or any other related or unrelated consulting or wealth management services. Employee Benefit Plan Services AXIA also provides discretionary fiduciary services for the Plan as an Investment Manager to participant-directed employee retirement benefit plans as a 3(21) and/or a 3(38) fiduciary. AXIA will analyze the plan's current investment platform and assist the plan in creating an investment policy statement defining the types of investments to be offered and the restrictions that may be imposed. AXIA will recommend investment options to achieve the plan's objectives, provide participant education meetings, and monitor the performance of the plan's investment vehicles. The execution of trades is made by the participant. AXIA will recommend changes in the plan's investment vehicles as may be appropriate from time to time. AXIA generally will review the plan's investment vehicles and investment policy as necessary. Please see Item 12.A(4). As an investment adviser registered under the Securities Act applicable federal and state securities laws, the Adviser owes the client a fiduciary duty to put the Client’s interest first which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. While the Adviser may have specific responsibilities under ERISA to disclose its ERISA fiduciary services separately from its non-ERISA fiduciary services, this does not affect the Adviser’s investment adviser fiduciary duty to the Client. AXIA will provide investment management services in two different ways: (a) AXIA will be responsible for the prudent selection, monitoring, and replacement of the core investments that the Plan offers as investment choices (the “Portfolio”). AXIA will provide investment management, analysis, evaluation, recommendation, and monitoring services with respect to the Portfolio on behalf of the Plan. (b) AXIA will provide model portfolio strategies comprised of a diverse group of asset- class specific, no-load mutual funds and exchange-traded funds as investment options within the Plan. AXIA will act as investment manager for these portfolio strategies by selecting the specific funds to be included in each model. Plan participants 5  (“Participants”) will have the option of selecting a model portfolio strategy or constructing their own customized portfolio of funds from the options made available to them under the prior paragraph (or from other investments, if the Plan Representatives and the Plan permit Participants to utilize a self-directed brokerage window) . Plan Participants who select a model portfolio strategy will own shares of each fund included in the model, in the proportion recommended in the model as of the initial date of investment. AXIA shall select, monitor, and change funds included in the model portfolio strategies offered to Plan Participants from time to time as determined by AXIA in its sole discretion. AXIA shall endeavor to notify Advisor in advance of any such changes. (c) AXIA shall, from time to time as determined by AXIA in its sole discretion, direct the Record-keeper to rebalance account balances of Plan Participants to the extent necessary to comply with the current allocation of AXIA’s model portfolio strategies. Consulting Services In some cases, AXIA offers consulting services for our clients for limited-scope financial planning, wealth management, or other agreed-upon services. Estate Planning Services AXIA offers Estate Planning services for our clients to assist with general information as it applies to reviews of existing plans, gathering information needed to provide outside firms in the creation of documents, and updating existing plans for clients. The fees associated with the estate planning-related services are separate and in addition to your ongoing financial planning or advisory fees and are disclosed in Item 5. Encore Estate Plans prepares the estate planning documents, reviews the documents, makes recommended changes, Preparation and recording of real estate deed of trust, Review of information transmitted by Client to make sure estate planning goals are adequately met. Services Limited to Specific Types of Investments AXIA generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), equities, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, stock options, commodities through mutual funds, ETFs, or stocks, but do not invest in commodity futures and non-U.S. securities. AXIA may use other securities as well to help diversify a portfolio when applicable. Unmanaged or static client assets will not be included in the Adviser’s management fee calculation. C. Client Tailored Services and Client Imposed Restrictions AXIA offers the same suite of services to all its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which is based on each client’s current situation (income, tax levels, risk 6  tolerance levels, etc.). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent AXIA from properly servicing the client account, or if the restrictions would require AXIA to deviate from its standard suite of services, AXIA reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. AXIA does not participate in any wrap fee programs. E. Assets Under Management AXIA has the following assets under management as of May 31, 2026: Discretionary Amounts: Date Calculated: Non-discretionary Amounts: $132,369,028 $ 15,633,941.00 May 2026 Item 5: Fees and Compensation Fee Schedule Wealth Management Fees The annual fee for Wealth Management services will be charged as a percentage of assets under management according to the schedule below: Total Assets Under Management Annual Fees $0 - $1,000,000 1.25% $1,000,001 - $3,000,000 1.00% $3,000,001 - $10,000,000 0.75% $10,000,001 – and up 0.50% Lower fees for comparable services may be available from other sources. Wealth Management services includes many or all of the Financial Planning Services as detailed in Item 4B above and AXIA generally requires a minimum of $400,000 in Assets Under Management (AUM) for the client to be eligible for a full Financial Plan. For 7  clients with less than $400,000 in AUM who still desire Financial Planning Services, AXIA’S annual fee will be $5,000. If Clients select AXIA to provide Wealth Management services in addition to the Financial Planning Services, the Client will earn a credit towards the Financial Planning Services fee. The credit will equal the amount of fees collected for Wealth Management services but not exceed the quarterly Financial Planning Services fee. The minimum annual financial planning fee is $5,000 and for the first year, $1,250 is paid up front. The remaining $3,750 is billed at $1,250 per quarter beginning at the next quarterly cycle. The subsequent year’s annual fee of $5,000 will be billed on a quarterly basis. AXIA generally requires a minimum account size of $400,000 for Wealth Management services. Asset management services are offered under a separate contractual engagement that does not include financial planning services and fees. Fees are negotiable. Adviser offers Wealth Management services under a contractual engagement that includes both asset management and financial planning services and fees, or Portfolio Management Only services under a separate contractual engagement that does not include financial planning services and fees. Fees are computed and billed quarterly, in advance, and are based on the market value of Client’s Account on the last day of the month in the prior quarter. The advisory client has the right to terminate the contract without penalty within five business days after entering into the contract. For Clients with Account Value of $400,000 or higher the minimum annual financial planning fee of $5,000 is waived. Lower fees for comparable services may be available from other sources. Financial planning fees will be offset for related advisory services of assets being managed by the Adviser or the recommended third-party investment adviser. AXIA will not offer Financial Planning Servies to clients residing in the state of Washington if their assets under management are less than $400,000. Selection of Other Advisers Fees AXIA may utilize third-party investment advisers’ platforms. AXIA will be compensated with the same fee schedule as noted above. The notice of termination requirement and payment of fees for third-party investment advisers will depend on the specific third-party adviser selected. Axia will deliver all completed portions of documents to clients in the event of early termination. 8  Employee Benefit Plan Fees The annual fee for employee benefit retirement plan services will be charged as a percentage of assets within the plan according to the following fee schedule: Total Assets Under Management Annual Fees $0 - $1,000,000 0.80% $1,000,001 - $5,000,000 0.65% $5,000,001 - $10,000,000 0.50% $10,000,001 - and up 0.35% The advisory fee is either billed quarterly in advance and calculated using the market value of the assets in the Account on the last business day of the quarter or billed in arrears using the average daily balance of the assets during the prior quarter. These fees are generally negotiable, and the final fee schedule is attached to Schedule A of the Retirement Plan Advisory and Services Agreement. Clients may terminate the agreement without penalty for a full refund of AXIA's fees within five business days of signing the Retirement Plan Advisory and Services Agreement. Thereafter, clients may terminate the Agreement generally with 30 days' written notice. Consulting Services Hourly consulting fees start at $350 per hour, depending on the complexity of Client’s circumstances and upon mutual agreement with Client. Axia will bill the client 25% in advance for the agreed upon fee as provided by this agreement. This fee can be paid via electronic funds transfer or check. 2. Estate Planning Services Fees AXIA partners with EncorEstate Plans (“ENCORE”) to prepare estate planning documents for AXIA’s clients. The fees for estate planning will be determined based on the complexity of the planning services needed. The fee is detailed in a separate Estate Planning Services Agreement. See below for a summary of the fees. The fees for estate planning include the following: 1. A base fee of $1,500. This fee covers both the cost of ENCORE preparation of the estate plan documents and AXIA’s time spent assisting the client and communicating with ENCORE. ENCORE is paid by AXIA and does not bill the client directly for any services. AXIA will bill client directly for each recording of property deed requested by client per the below schedule. The fee covers AXIA’s costs paid to ENCORE for the recording service. Property deeds are charged per property and vary by state as shown below. The fees below may be subject to change by either ENCORE or the State jurisdiction in which the property is located in: $550: New York and Washington 9  $500: Connecticut and Delaware $450: New Jersey and Pennsylvania $400: Maryland and Wisconsin $350: Nevada and Oregon $300: All other states 3. AXIA will bill client directly for ENCORE’s fee per business assignment into the trust. The fee per business assignment currently charged by ENCORE is $100. The fee covers AXIA’S costs paid to ENCORE for each business assignment. If a client terminates prior to the completion of an estate plan, we will provide the completed documents provided the client pays the fee equal to the percentage of the completed project. For any change needed after the estate plan is completed, ENCORE currently charges a one-time $150 change fee to make the amendment. The change fee is as of January 2026 and is subject to change by ENCORE. Estate planning fees are billed upon the client completing their review of the final documents. Fees may be paid via check or with credit card. Fees are negotiable. Fees will be paid directly to Axia Wealth Management for their services as detailed above. This includes the cost of ENCORE’s services. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in advance. Management fees will be prorated based upon the number of days the account was open during the billing period. Payment of Financial Planning Fees Financial planning fees are paid via check and credit card. Fixed financial planning fees are paid 25% in advance, but never six months or more in advance, with the remainder due upon presentation of the plan. 10  If the service that is provided does not meet the required hourly threshold, the amount due will be reduced according to the service that was completed, and any unearned fee will be refunded to the client. Payment of Employee Benefit Plan Fees Employee Benefit Plan fees are withdrawn directly from the client's accounts on a quarterly basis, with client's authorization. Management fees will be prorated based upon the number of days the account was open during the billing period. Fees are paid in advance and in arrears depending on the record keeper AXIA works with. Fees will be paid as follows : The Plan Record-keeper will charge and deduct AXIA’S fees automatically from Plan assets in the Account. The Plan Record-keeper (or its designee) will process Advisor’s fees from Plan assets in the Account and pay such fees directly to AXIA. C. Client Responsibility for Third Party Fees Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by AXIA. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees AXIA collects fees in advance and arrears. Refunds for fees paid in advance will be returned within fourteen days after the 30-day notice period to the client via check or return deposit back into the client’s account. Refunds for fixed fees collected in advance will be based upon the time spent providing financial planning services. For all asset-based fees paid in advance, the refunded fee will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) E. Outside Compensation for the Sale of Securities to Clients Neither AXIA nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of mutual funds. 11  Item 6: Performance-Based Fees and Side-By-Side Management AXIA does not accept performance-based fees or other fees based on a share of capital gains or capital appreciation of the assets of a client. Item 7: Types of Clients AXIA generally provides advisory services to the following types of clients: ❖ ❖ ❖ ❖ ❖ Individuals High-Net-Worth Individuals Pension and Profit-Sharing Plans Corporations or Business Entities Charitable and Non-Profit Organizations AXIA requires a minimum annual financial planning fee of $5,000, and a minimum account size of $400,000 for Wealth Management services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis AXIA’s methods of analysis include Modern portfolio theory. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset classes. Investment Strategies AXIA uses long term investment strategies incorporating the principles of Modern Portfolio Theory. AXIA’s investment approach is based on the belief that markets are "efficient" over periods of time and that investors' long-term returns are determined principally by asset allocation decisions, rather than market timing or stock picking. AXIA recommends diversified portfolios, principally through the use of passively managed, and/or evidence-based asset class mutual funds and exchange traded funds (ETF). AXIA selects or recommends clients’ portfolios of securities, broadly traded open end mutual 12  funds, exchange traded funds, or conservative fixed income securities to implement this investment strategy. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Investment Strategies Long-term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The 13  value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. 14  Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 15  Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither AXIA nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither AXIA nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Richard Nelson Ambrose holds a Certified Public Accounting License (CPA); however, he is not a practicing CPA. Mr. Ambrose does not have signatory authority over any client accounts. Richard Nelson Ambrose is an Advisor on an advisory board for BLC Prime Lending Fund II, LLC. The Fund serves as Fund Manager to provide investors with an opportunity to invest in real estate lending as an investment vehicle. The Fund provides asset-backed financing for borrowers who maintain strong equity positions in real estate 16  properties and the ability to service debt independent of their personal financial means. His responsibility is to provide the Fund with industry advice and feedback to support the Fund in their overall goals. Mr. Ambrose would be paid a fee of $2,000 for the full day and evening advisory board meeting. The Fund does not pay Mr. Ambrose any other fee and he receives no incentive or other fee related to the amount of clients or amount of money invested in the Fund. a. The Adviser may recommend investment in the Fund to clients who are accredited investors. b. The Adviser is not affiliated with the Fund and does not have any ownership interest in the Fund. c. In addition to the fee of $2,000 for the full day and evening advisory board meeting, the Adviser receives reimbursement for travel expenses. All material conflicts of interest under California Code of Regulations Section 260.238(k) are disclosed regarding the investment adviser, its representatives or any of its employees, which could be reasonable expected to impair the rendering of unbiased and objective advice. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections AXIA may direct clients to third-party investment advisers. AXIA will be compensated via a fee share from the advisers to which it directs those clients. The fees shared will not exceed any limit imposed by any regulatory agency. This creates a conflict of interest in that AXIA has an incentive to direct clients to the third-party investment advisers that provide AXIA with a larger fee split. AXIA will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. AXIA will verify that all recommended advisers are properly licensed, notice filed or exempt in the states where AXIA is recommending the adviser to clients. The combined fee arrangement with the existing recommended third-party adviser will not exceed an annual rate of 2%. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics AXIA has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, 17  Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. AXIA's Code of Ethics is available free upon request to any client or prospective client. An investment adviser registered under applicable federal and state securities laws owes the client a fiduciary duty to put the Client’s interest first which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. B. Recommendations Involving Material Financial Interests AXIA does not recommend that clients buy or sell any security in which a related person to AXIA or AXIA has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of AXIA may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of AXIA to buy or sell the same securities before or after recommending the same securities to clients, resulting in representatives profiting from the recommendations they provide to clients. Such transactions may create a conflict of interest. AXIA will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of AXIA may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of AXIA to buy or sell securities before or after recommending securities to clients, resulting in representatives profiting from the recommendations they provide to clients. Such transactions may create a conflict of interest; however, AXIA will never engage in trading that operates to the client’s disadvantage if representatives of AXIA buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers/Fund Families will be recommended based on AXIA’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and AXIA may also 18  the market expertise and research access provided by the broker- consider dealer/custodian/Fund Family, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in AXIA's research efforts. AXIA will never charge a premium or commission on transactions beyond the actual cost imposed by the broker-dealer/custodian. AXIA recommends Charles Schwab who acquired TD Ameritrade Institutional, a division of TD Ameritrade, Inc. Member FINRA/SIPC, and Inspira Financial. Axia also recommends funds from Dimensional Fund Advisors (DFA) and Vanguard. AXIA may be unable to achieve most favorable execution of client transactions, and that this practice may be more costly for clients. 1. Research and Other Soft-Dollar Benefits AXIA has access to research, products, or other services from its broker/dealer in connection with client securities transactions (“soft dollar benefits”) consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended, and may consider these benefits in recommending brokers. There can be no assurance that any particular client will benefit from any particular soft dollar research or other benefits. AXIA benefits by not having to produce or pay for the research, products or services, and AXIA may have an incentive to recommend a broker dealer based on receiving research or services. AXIA always acts in the best interest of the client. Please see Item 14. 2. Brokerage for Client Referrals AXIA receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use AXIA may require clients to use a specific broker dealer to execute transactions. Not all advisers require clients to use a particular broker dealer. 4. Employee Benefit Plan Services AXIA does not arrange for the execution of securities transactions for 401(k), Profit Sharing, Defined Contribution, and Defined Benefit plans as a part of this service. Transactions are executed directly through employee plan participation. B. Aggregating (Block) Trading for Multiple Client Accounts 19  AXIA does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for AXIA's advisory services provided on an ongoing basis are supervised continuously and formally reviewed at least Quarterly by Richard N. Ambrose, CEO, and Chet Jay Baxter President, with regard to clients’ respective investment policies and risk tolerance levels. All Wealth Management accounts are reviewed upon financial plan creation and plan delivery by Richard N. Ambrose, Chief Executive Office and Chet Jay Baxter, President. Wealth Management clients are provided with a financial plan concerning their financial situation. Financial plans for Wealth Management clients are reviewed and updated as required. Financial Planning only clients are provided with a financial plan concerning their financial situation. After the presentation of the plan, there are no further reports. Clients may request additional plans or reports for a fee. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material markets, economic or political events, or by changes in clients’ financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial planning only clients, AXIA’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of AXIA's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. AXIA will also provide a quarterly report to the client. The detailed report will include clients’ accounts, including assets held, asset value, and calculation of fees. Each financial planning client will receive the financial plan upon completion. 20  Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) AXIA participates in the institutional advisor program (the "Program") offered by Charles Schwab. Charles Schwab offers to independent investment advisor, services which include custody of securities, trade execution, clearance, and settlement of transactions. AXIA receives some benefits from Charles Schwab through its participation in the Program. As disclosed above, AXIA participates in Charles Schwab’s institutional advisor program and AXIA may recommend Charles Schwab to clients for custody and brokerage services. There is no direct link between AXIA's participation in the Program and the investment advice it gives to its clients, although AXIA receives economic benefits through its participation in the Program that are typically not available to Charles Schwab retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving AXIA participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have AXIA's fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to AXIA by third party vendors. Some of the products and services made available by Charles Schwab through the Program may benefit AXIA but may not directly benefit its client accounts. These products or services may assist AXIA in managing and administering client accounts, including accounts not maintained at Charles Schwab. Other services made available by Charles Schwab are intended to help AXIA manage and further develop its business enterprise. The benefits received by AXIA or its personnel through participation in the Program do not depend on the number of brokerage transactions directed to Charles Schwab. As part of its fiduciary duties to clients, AXIA endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by AXIA or its related persons in and of itself creates a conflict of interest and may indirectly influence AXIA’s choice of Charles Schwab for custody and brokerage services. B. Compensation to Non – Advisory Personnel for Client Referrals AXIA does not directly or indirectly compensate any person who is not advisory personnel for client referrals. 21  Item 15: Custody AXIA will be deemed to have limited custody when advisory fees are deducted directly from client accounts at client's custodian and when clients set up third-party standing letters of authorization (SLOAs).Because client fees will be withdrawn directly from client accounts, in states that require it, AXIA will: (A) Possess written authorization from the client to deduct advisory fees from an account held by a qualified custodian. (B) Send the qualified custodian written notice of the amount of the fee to be deducted from the client’s account and verify that the qualified custodian sends invoices to the client. (C) Send the client a written invoice itemizing the fee, including the formula used to calculate the fee, the time period covered by the fee and the amount of assets under management on which the fee was based. Axia uses several custodians, Schwab and Inspira Financial. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Clients are urged to compare the account statements they received from a custodian with those they received from AXIA. With client’s written consent the firm may be provided with the authority to setup third-party standing letters of authorization (SLOAs) in order to initiate transfers between client accounts and accounts that have different registrations than the client’s account. For accounts in which third-party SLOAs are established, the seven safeguards from the February 2017 No Action Letter listed below will be completed: • Clients will be required to provide written and signed instructions to their qualified custodian detailing the name, address, and account number for which the transfer should be directed. • Clients will provide written authority to AXIA to direct transfers either on a specific schedule or from time to time. • AXIA holds the belief that Client’s qualified custodian verifies the written instruction received from Client and notifies clients of the transfer promptly after each transfer occurs. • Client maintains the ability to terminate or change the instruction to the its qualified custodian. • AXIA has no ability or authority to redesignate or change the third-party name, address, account number or any other information without Client’s written instruction. • AXIA maintains books and records documenting that the third party is not a related party of AXIA or located at the same address as AXIA. • The qualified custodian notifies client in written form confirming the initial setup and then annually to reconfirm the instruction. 22  Item 16: Investment Discretion AXIA provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, AXIA generally manages the client’s account and makes investment decisions based on the client’s Investment Policy Statement. Following the Investment Policy Statement, AXIA will manage the accounts without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) AXIA will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security or the firm at Info@AxiaWealth.com Item 18: Financial Information A. Balance Sheet AXIA neither requires nor solicits prepayment of more than $500 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither AXIA nor its management has any financial condition that is likely to reasonably impair AXIA’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years AXIA has not been the subject of a bankruptcy petition in the last ten years. Item 19: Requirements For State Registered Advisers 23  A. Principal Executive Officers and Management Persons; Their Formal Education and Business Background The education and business background of AXIA’s current management persons/executive officers, Richard Nelson Ambrose and Chet Jay Baxter, can be found on the individual’s Form ADV Part 2B brochure supplement. Form ADV Part 2B will be delivered in conjunction with Form ADV Part 2A. B. Other Businesses in Which This Advisory Firm or its Personnel are Engaged and Time Spent on Those (If Any) Other business activities for each relevant individual can be found on the Form ADV Part 2B brochure supplement for each such individual. C. Calculation of Performance-Based Fees and Degree of Risk to Clients AXIA does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. D. Material Disciplinary Disclosures for Management Persons of this Firm There are no civil, self-regulatory organization, or arbitration proceedings to report under this section. E. Material Relationships That Management Persons Have with Issuers of Securities (If Any) Neither AXIA, nor its management , has any relationship or arrangement with issuers of securities. 24