FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DHAB, LLC		 2. Date of Event Requiring Statement (MM/DD/YYYY)
4/22/2010 

 3. Issuer Name and Ticker or Trading Symbol

AXIS TECHNOLOGIES GROUP INC [AXTG]
(Last)        (First)        (Middle)

2620 THOUSAND OAKS BOULEVARD, (SUITE 4000)		 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

MEMPHIS, TN 38118      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		2. Amount of Securities Beneficially Owned
(Instr. 4)		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 163,192,720 (1)D (2) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) See Exhibit 99.1
(2) See Exhibit 99.1

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DHAB, LLC
2620 THOUSAND OAKS BOULEVARD
(SUITE 4000)
MEMPHIS, TN 38118
X

Adams J. Kevin
C/O DHAB, LLC
2620 THOUSAND OAKS BOULEVARD, SUITE 4000
MEMPHIS, TN 38118
X

Bethell William H.
C/O DHAB, LLC
2620 THOUSAND OAKS BOULEVARD, SUITE 4000
MEMPHIS, TN 38118
X

Brown Daniel L.
C/O DHAB, LLC
2620 THOUSAND OAKS BOULEVARD, SUITE 4000
MEMPHIS, TN 38118
X
Signatures
DHAB, LLC /s/ William H. Bethell, Chief Financial Officer5/3/2010
**Signature of Reporting PersonDate

/s/ J. Kevin Adams5/3/2010
**Signature of Reporting PersonDate

/s/ William H. Bethell5/3/2010
**Signature of Reporting PersonDate

/s/ Daniel L. Brown5/3/2010
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
1.  On April 22, 2010, DHAB, LLC (“DHAB”) entered into an Axis Joint Venture Agreement with Axis Technologies Group, Inc. (“AXIS”), Axis Technologies, Inc. and IRC-Interstate Realty Corporation, pursuant to which AXIS agreed to issue 163,192,720 shares of its common stock, par value $0.001 (the “Common Stock”) to DHAB in return for DHAB (i) issuing a promissory note in the principal amount of $6,000,000 (the “Promissory Note”) and (ii) executing a stock pledge agreement (the “Stock Pledge Agreement”) whereby DHAB pledged to AXIS the 163,192,720 shares of Common Stock to secure DHAB’s obligations under the Promissory Note.  The Promissory Note bears no interest and is due on July 1, 2010, but the note may be prepaid in whole or in part at any time.  The Stock Pledge Agreement provides that, until the Promissory Note has been paid in full, DHAB may not exercise any voting and other consensual rights pertaining to the Common Stock, other than as to any of the shares of Common Stock fully paid for and as to which the lien thereon has been released pursuant to the terms of the Stock Pledge Agreement.  The Stock Pledge Agreement also provides that, as the obligations evidenced by the Promissory Note are paid, or deemed to be satisfied by mutual agreement of DHAB and AXIS, AXIS will release from the lien under the Stock Pledge Agreement an equivalent number of shares of the Common Stock on a prorated basis as are represented by the sums so paid or deemed to be satisfied, based on a price of $0.04 per share.  The 163,192,720 shares held by DHAB represent approximately 67.0% of the Company’s total outstanding common stock (calculated based on a total of 243,404,781 shares outstanding as of April 22, 2010, including the shares held by DHAB, as verified by AXIS on May 3, 2010).
 
2.  This is a joint filing by DHAB, J. Kevin Adams, William H. Bethell and Daniel L. Brown.  DHAB is the designated filer.  Messrs. Adams, Bethell and Brown are each members of DHAB and, as a result, may be deemed to be the beneficial owners of the shares covered by this Form 3.  Messrs. Adams, Bethell and Brown disclaim beneficial ownership of the shares covered by this Form 3 except to the extent of their respective pecuniary interests.