<SEC-DOCUMENT>0001295345-14-000279.txt : 20141030
<SEC-HEADER>0001295345-14-000279.hdr.sgml : 20141030
<ACCEPTANCE-DATETIME>20140930155156
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ACCESSION NUMBER:		0001295345-14-000279
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140930

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ZAXIS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000797542
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				680080601
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		6230 WILSHIRE BOULEVARD
		STREET 2:		SUITE 46
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90048
		BUSINESS PHONE:		(323) 552-9867

	MAIL ADDRESS:	
		STREET 1:		6230 WILSHIRE BOULEVARD
		STREET 2:		SUITE 46
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90048

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INFERGENE CO
		DATE OF NAME CHANGE:	19920703
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<p class="auto-style2" style="text-align: center"><b>
Zaxis International Inc.<br class="auto-style1" style="font-size: small" />
</b><font size="2">6230 Wilshire Blvd., Suite 46<br />
Los Angeles, CA 90048</p>
<p>United States Securities and Exchange Commission<br />
Division of Corporation Finance<br />
100 F Street, N. E.<br />
Washington, DC 20549<br />
<br />
Attention: Sondra Snyder, Staff Accountant<br />
Re: Zaxis International Inc.<br />
Item 4.01 Form 8-K <br />
Filed on September 4, 2014<br />
Commission File No. 000-15746<br />
<br />
Dear Mrs. Snyder:<br />
This letter is in response to the staff's comment letter dated September 9, 2014
regarding the above-referenced filing. Please note that we have filed the Form
8-K and have included revised disclosure under Item 4.01 to address the staff's
comment letter.<br />
<br />
<b>Comment 1.</b> Please amend your Form 8-K to disclose, if true, that the audit
reports of McConnell &amp; Jones, LLP (McConnell &amp; Jones) for each of the last two
fiscal years ended December 31, 2013 and 2012 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such reports
contained explanatory paragraphs in respect to uncertainty as to your ability to
continue as a going concern. Refer to Item 304(a)(1)(ii) of Regulation S-K and
Question 111.05 of our Compliance and Disclosure Interpretation on Regulation
S-K, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
<br />
<b>Response 1.</b> We have revised the second paragraph under section (a) "Resignation
of Independent Registered Public Accounting Firm Previously Engaged as Principal
Accountant" to conform with the Item 304(a)(1)(ii) of Regulation S-K.<br />
<br />
<b>Comment 2.</b> Please revise your disclosure to state whether the decision to change
accountants was recommended or approved by your audit committee or your Board of
Directors. Refer to <br />
Item 304(a)(1)(iii) of Regulation S-K. <br />
<b>Response 2.</b> We have revised our disclosure to state that the board of directors
recommended and approved the decision to change accountants.<br />
<br />
<b>Comment 3.</b> Please amend your Form 8-K to disclose whether during the two most
recent fiscal years ended December 31, 2013 and 2012 and any subsequent interim
period through September 1, 2014, the date of M&amp;K CPAS, PLLC's (M&amp;K) engagement,
you consulted with M&amp;K regarding (i) the application of accounting principles to
a specified transaction, (ii) the type of audit opinion that might be rendered
on your financial statements by M&amp;K, in either case where written or oral advice
provided by M&amp;K would be an important factor considered in reaching a decision
as to any accounting, auditing or financial reporting issues or (iii) any other
matter that was the subject of a disagreement between you and your former
auditors, McConnell &amp; Jones, LLP (McConnell &amp; Jones), or was a reportable event
(as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K,
respectively). Refer to Item 304(a)(2) of Regulation S-K. <br />
<b>Response 3.</b> We have revised and amended our disclosure under section (b)
"Engagement of New Independent Registered Public Accounting Firm as Principal
Accountant" as follows:<br />
During the two most recent fiscal years ended December 31, 2013 and 2012 and any
subsequent interim period through September 1, 2014, the date of M&amp;K CPAS,
PLLC's engagement, neither the Company nor anyone on its behalf consulted with
M&amp;K regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed (ii) the type of audit opinion that
might be rendered on our financial statements by M&amp;K, nor did M&amp;K provide
written or oral advice provided that M&amp;K concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issues or (iii) any other matter that was the subject of
a "disagreement" or "reportable event" between the Company and our former
auditors, McConnell &amp; Jones, LLP, as such terms are described in Items
304(a)(1)(iv) and (v) of Regulation S-K.<br />
<br />
<b>Comment 4.</b> Please file an updated Exhibit 16 letter from McConnell &amp; Jones with
your amended Form 8-K. <br />
<b>Response 4.</b> We have attached as Exhibit 16 an updated letter from McConnell &amp;
Jones.<br />
<br />
In addition, on behalf of Zaxis International Inc. (the "Company"), I
acknowledge that: <br />
<br />
? The Company is responsible for the adequacy and accuracy of the disclosure in
the subject filing;<br />
? Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the subject
filing; and<br />
? The Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.<br />
<br />
Sincerely,<br />
<br />
Ivo Heiden, CEO <br />
</p>

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