<SEC-DOCUMENT>0001295345-15-000012.txt : 20150115
<SEC-HEADER>0001295345-15-000012.hdr.sgml : 20150115
<ACCEPTANCE-DATETIME>20150115172237
ACCESSION NUMBER:		0001295345-15-000012
CONFORMED SUBMISSION TYPE:	PRE 14C
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20150115
FILED AS OF DATE:		20150115
DATE AS OF CHANGE:		20150115

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:		PRE 14C
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15746
		FILM NUMBER:		15530680

	BUSINESS ADDRESS:	
		STREET 1:		42 BEN ZVI STREET
		CITY:			RAMAT GAN
		STATE:			L3
		ZIP:			5224747
		BUSINESS PHONE:		972525795082

	MAIL ADDRESS:	
		STREET 1:		42 BEN ZVI STREET
		CITY:			RAMAT GAN
		STATE:			L3
		ZIP:			5224747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INFERGENE CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>PRE 14C
<SEQUENCE>1
<FILENAME>zxsi_pre14c.htm
<DESCRIPTION>PRELIMINARY INFORMATION STATEMENT
<TEXT>
<html>

<body>
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<p ALIGN="CENTER"></font><font size="4">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION</font></b></p>

<p ALIGN="CENTER"><font SIZE="3"><b>Washington, D.C. 20549</b></font></p>

<p ALIGN="CENTER">&nbsp;</p>
<b>

<p ALIGN="CENTER">SCHEDULE 14C INFORMATION</p>

<p ALIGN="CENTER">Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934</p>

<p>&nbsp;</p>
</b>

<p><font size="2">Check the appropriate box:<br>
<font FACE="WINGDINGS">&#120</font> Preliminary Information Statement<br>
<font FACE="WINGDINGS">&#168</font> Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))<br>
<font FACE="WINGDINGS">&#168</font> Definitive Information Statement</font></p>

<p ALIGN="CENTER"><font size="5"><b><u>ZAXIS INTERNATIONAL INC.</u><br>
</b></font><font size="1">(Name of Registrant as Specified In Its Charter)</font></p>

<p><font size="2">Payment of Filing Fee (Check the appropriate box):<br>
</font><font size="2" FACE="WINGDINGS">x</font><font size="2"> No fee required.<br>
<font FACE="WINGDINGS">&#168</font> Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.</font></p>

<p><font size="2">1) Title of each class of securities to which transaction applies: <br>
2) Aggregate number of securities to which transaction applies: <br>
3) Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined): <br>
4) Proposed maximum aggregate value of transaction: <br>
5) Total fee paid: </font></p>

<p><font size="2"><font FACE="WINGDINGS">&#168</font> Fee paid previously with preliminary
materials.<br>
<font FACE="WINGDINGS">&#168</font> Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.</font></p>

<p><font size="2">1) Amount Previously Paid: <br>
2) Form, Schedule or Registration Statement No.: <br>
3) Filing Party: <br>
4) Date Filed: </font></p>

<p align="center"><font FACE="Times New Roman" SIZE="2"><b>We Are Not Asking You for a
Proxy and You are Requested Not To Send Us a Proxy</b></font></p>

<hr SIZE="2" NOSHADE COLOR="#000000">

<hr SIZE="4" NOSHADE COLOR="#000000">

<p Style='page-break-before:always'>
<p ALIGN="CENTER"><font size="2"><b>INFORMATION STATEMENT<br>
OF<br>
</b>
</font><font FACE="Times New Roman" SIZE="2"><b>ZAXIS INTERNATIONAL INC.<br>
</b>42 Ben Zvi Street<br>
Ramat Gan, Israel<br>
+ 972 052-579-5082</font><b></p>
</b><font FACE="Times New Roman" SIZE="2">

<p>To Our Stockholders:</p>
	<p>This Notice and the accompanying Information Statement are being
	furnished to the stockholders of Zaxis International Inc., a Delaware
	corporation (the &quot;Company&quot; or the &quot;Corporation&quot;), in connection with actions
	taken by the Company's Board of Directors and the holders of a majority of
	the issued and outstanding shares of common stock of the Company (the
	&quot;Majority Consenting Stockholders&quot;), which actions were approved by written
	consent on January 8, 2015 (the &quot;Joint Written Consent&quot;), to amend the
	Company's Certificate of Incorporation (the "Amendment") to effect the
	following corporate actions: (i) to change the name of the Corporation from
	Zaxis International Inc. to Emerald Medical Applications Corp.; (ii) to
	increase the number of authorized shares of common stock, par value $0.0001
	(the &quot;Common Stock&quot;) from 100,000,000 shares to 490,000,000 shares of Common
	Stock; and (iii) to implement a reverse stock split of the Company's shares
	of Common Stock on the basis of one share for every four (1:4) outstanding
	shares of Common Stock (the "Reverse Stock Split"), so that every four
	outstanding share of Common Stock before the Stock Split shall represent one
	share of Common Stock after the Reverse Stock Split. The actions to be taken
	pursuant to the Joint Written Consent shall be taken at such future date as
	determined by the Board of Directors, as evidenced by the filing of the
	Certificate of Amendment with the Secretary of State of the State of
	Delaware, but in no event earlier than the 20th day after this Information
	Statement is mailed or furnished to the stockholders of record as of January
	8, 2015. The Amendment was authorized and approved by the Joint Written
	Consent of the Board of Directors and Majority Stockholders dated January 8,
	2015, a copy of which is attached hereto as Exhibit A.</p>
	<p>This Information Statement is be sent to you for information purposes
	only and you are not required to take any action. </p>
	<p align="center"><b>We Are Not Asking You for a Proxy and You are Requested Not To Send Us a
Proxy</b></p>

<p>By Order of the Board of Directors:</p>
</font>

<table BORDER="0" CELLSPACING="0" BORDERCOLOR="#000000" CELLPADDING="0" WIDTH="100%"
HEIGHT="0%">
  <tr>
    <td WIDTH="100%" VALIGN="top" HEIGHT="0"><font FACE="Times New Roman" SIZE="2">/s/
	Liron Carmel</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="top" HEIGHT="0"><font FACE="Times New Roman" SIZE="2">
	Liron Carmel</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="top" HEIGHT="0"><font FACE="Times New Roman" SIZE="2">CEO and
    sole Director</font></td>
  </tr>
</table>
<font FACE="Times New Roman" SIZE="2">

<p>Ramat Gan, Israel<br>
January 15, 2015</p>
<hr NOSHADE SIZE="2">
<p Style='page-break-before:always'>

<p ALIGN="CENTER">

<font FACE="Times New Roman" SIZE="2"><b>

ZAXIS INTERNATIONAL INC.<br>
</b>42 Ben Zvi Street<br>
Ramat Gan, Israel<br>
+ 972 052-579-5082</font></p>

<p><b>Information Statement Pursuant to Section 14C of the Securities Exchange Act of 1934</p>
</b>

<p>This Definitive Information statement is being filed with the United States
Securities and Exchange Commission (the &quot;SEC&quot;) on January ___, 2015, in
connection with the Joint Written Consent of the Board of Directors and the
Majority Consenting Stockholders, both dated January 8, 2015, to amend the
Company's Certificate of Incorporation (the "Amendment") to effect the following
corporate actions: (i) to change the name of the Corporation from Zaxis
International Inc. to Emerald Medical Applications Corp.; (ii) to increase the
number of authorized shares of common stock, par value $0.0001 (the &quot;Common
Stock&quot;) from 100,00,000 shares of Common Stock to 490,000,000 shares of Common
Stock; and (iii) to implement a reverse stock split of the Company's Common
Stock on the basis of one share for every four (1:4) outstanding shares (the
"Reverse Stock Split"), so that every four outstanding shares of Common Stock
before the Reverse Stock Split shall represent one share of Common Stock after
the Reverse Stock Split. </p>
	<p>Pursuant to Rule 14c-2(b) promulgated by the SEC under the Securities
	Exchange Act of 1934 (the &quot;Exchange Act&quot;), the actions approved by the Joint
	Written Consent of the Board of Directors and the Majority Consenting
	Stockholders cannot become effective until twenty (20) days from the date of
	mailing of the Definitive Information Statement to our stockholders.</p>
	<p>The Amendment to our Certificate of Incorporation will implement the One
	for Four (1:4) Reverse Stock Split of our issued and outstanding Common
	Stock, to be effective upon receipt of approval be FINRA (the "Effective
	Date"). New Common Stock certificates will not be issued at the Effective
	Date, but may be issued subsequently with respect to any certificates
	returned to the transfer agent upon a sale, exchange, or for any other
	purpose. No fractional shares will be issued in connection with the Reverse
	Stock Split. Stockholders who would otherwise be entitled to receive
	fractional shares because they hold the number of shares of Common Stock
	that is not evenly divisible by 4 will have the number of shares to which
	they are entitled rounded up to the nearest whole number of shares. No
	stockholder will receive cash in lieu of a fractional share. The Company's
	Common Stock is subject to quotation on the OTCQB Market under the symbol "ZXSI."
	Upon the Effective Date of the Reverse Stock Split, FINRA will change our
	symbol to reflect the Company's name change in connection with the
	Amendment.</p>

<p ALIGN="center"><font size="2"><strong>ACTIONS TAKEN BY THE BOARD OF DIRECTORS AND
MAJORITY CONSENTING
STOCKHOLDERS</strong></font></p>
	<p ALIGN="center">
<font FACE="Times New Roman" SIZE="2">

	<font size="2">
<b>

	ACTION I</b></font></font></p>
	<font size="2">
	<p class="auto-style3" style="font-weight: bold; text-align: center;">AMENDMENT TO THE CERTIFICATE OF
	INCORPORATION TO CHANGE THE NAME OF THE CORPORATION TO EMERALD MEDICAL
	APPLICATIONS CORP.</p>
	<p>Effective January 8, 2015, the Corporation's Board of Directors approved
	an Amendment to the Corporation's Certificate of Incorporation to effect the
	name change from Zaxis International Inc. to Emerald Medical Applications
	Corp. based upon the Joint Written Consent of the Majority Consenting
	Stockholders. </p>
	<p>A copy of the Joint Written Consent is attached as Exhibit A to this
	Information Statement and a copy of the Certificate of Amendment to the
	Certificate of Incorporation is attached as Exhibit B to this Information
	Statement.</p>
	<p><i>Reasons for the Name Change</i></p>
	<p>The Corporation's Board of Directors ratified, approved and recommended
	that the Corporation's Majority Consenting Stockholders consent to the Name
	Change to more accurately reflect the Corporation's recent business
	developments. More specifically, as disclosed in its current report on Form
	8-K filed with the SEC on January 2, 2015, the Registrant announced that it
	had entered into a Memorandum of Understanding with Emerald Medical
	Applications Corp., a privately-held Israeli company (the &quot;MOU&quot;) that
	contemplates the execution of a definitive agreement and reverse merger. </p>
	<p>Emerald is engaged in the business of commercially exploiting its
	proprietary &quot;DermaCare&quot; technology which is used for the early detection of
	skin cancer using a unique, cloud-based software which Emerald markets to
	medical professionals for their patients as a service solution and is
	designed to revolutionize the diagnosis and detection of skin cancer thereby
	significantly reducing mortality. </p>
	<p>The execution of the definitive agreement and the consummation of a
	reverse merger are subject to certain conditions including the Company's
	successful raise of $800,000 from third-party investors. The MOU further
	provides that the terms of the capital raise are subject to agreement
	between the Company and Emerald and that upon the closing of the reverse
	merger, the holders of Emerald's capital stock will be issued a number of
	shares of the Company's common stock equal to 45% of the then issued and
	outstanding common stock on a fully-diluted basis as at the closing,
	excluding the Company's securities issued to the investors in the capital
	raise. Emerald's equity holders will also be entitled to receive up to an
	additional 21% of the Company's Common Stock then issued and outstanding, in
	three equal tranches of 7%, subject to Emerald's achievement of certain
	milestones to be set forth in the definitive agreement.</p>
	</font><hr NOSHADE SIZE="2">
<p Style='page-break-before:always'>


<b>

<p ALIGN="CENTER"><font size="2">ACTION II</font></p>
	<p ALIGN="CENTER"><font size="2">AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON
STOCK AND AUTHORIZE SHARES OF PREFERRED STOCK</font></p>
</b>

<p>The Board of Directors with the Joint Written Consenting of the Corporation's
Majority Consenting Stockholders ratified and approved the Amendment to increase
the number of our authorized shares of Common Stock from 100,000,000 to
490,000,000 shares of Common Stock. The Amendment will not increase or otherwise
change the authorized 10,000,000 shares of preferred stock, par value $0.0001
per share (the Preferred Stock, none of which are outstanding. The Common Stock
and the Preferred Stock is sometimes referred to, collectively, as the
&quot;Authorized Capital Stock.&quot; The Authorized Capital Stock of the Corporation
shall therefore be five hundred million shares (500,000,000 shares), of which
four 490,000,000 shares shall be shares of Common Stock and 10,000,000 shares
shall be Preferred Stock. The Preferred Stock may be issued in one or more
series and the Board of is authorized to fix the powers, preferences, rights,
qualifications, limitations or restrictions of the Preferred Stock and any
series thereof pursuant to Section 151 of the Delaware General Corporation Law,
without further action by the Corporation's stockholders.</p>
	<p>A copy of the Joint Written Consent is attached as Exhibit A to this
	Information Statement and a copy of the Certificate of Amendment to the
	Certificate of Incorporation is attached as Exhibit B to this Information
	Statement.</p>
	<p>The rights of any additional authorized shares of Common Stock will be
	identical to those of the currently authorized and outstanding shares of
	Common Stock. However, because the holders of Common Stock do not have
	preemptive rights to purchase or subscribe for any new shares of Common
	Stock upon any subsequent issuance(s), any authorization and subsequent
	issuance of additional shares of Common Stock, whether in connection with
	the planned capital raise, the reverse merger, the issuance of earn-out
	shares or otherwise, will reduce the current stockholders' percentage
	ownership interest in the total outstanding shares of the Corporation's
	Common Stock. This Amendment and the creation of additional shares of
	authorized Common Stock will not alter current stockholders' relative rights
	and privileges.</p>
	<p>The increase in our authorized Common Stock will become effective upon
	the filing of the Amendment with the Secretary of State of the State of
	Delaware, which is expected to occur as soon as is reasonably practicable on
	or after the twentieth (20th) day following the mailing of this Information
	Statement to the Company's stockholders.</p>
	<p><i>Reason for Increase in Authorized Capital</i></p>
	<p>In order to facilitate our ability to raise capital in furtherance of our
	business plan, as contemplated in the MOU with Emerald, we are expected to
	issue additional shares of our Common Stock and securities convertible into,
	or exercisable to purchase, additional shares of Common Stock. After
	implementation of the Reverse Stock Split on a one-for-four (1:4) basis, we
	will have 4,548,781 shares of Common Stock outstanding and will have
	485,451,218 shares of Common Stock available for issuance for any potential
	business purposes, including the capital raise, the reverse merger, any
	subsequent issuance of earn-out shares to Emerald's equity holders as well
	as be sufficient to accommodate potential future issuance for proper
	business purposes. </p>
	<p>As a result, our Board of Directors and our Majority Consenting
	Stockholders have determined that it is in the best interests of the Company
	and all our stockholders to have available additional authorized but
	unissued shares of Common Stock and therefore need to increase the number of
	shares of authorized shares of our Common Stock. As a result of the increase
	in authorized Common Stock, the Company will be able to issue shares from
	time to time as may be required for proper business purposes, including the
	planned capital raise, the reverse merger and related transactions as well
	as raising additional capital for our ongoing operations, establishing
	strategic relationships with corporate partners, acquiring or investing in
	complementary businesses or products or providing equity incentives to
	future employees and management. </p>
	<p><i>Effects of Increase in Authorized Capital Stock</i></p>
	<p>In general, the issuance of any new shares of Common Stock will cause
	immediate dilution to the Company's existing stockholders. Further, while
	such future issuances could also theoretically affect the amount of any
	dividends paid to such stockholders and reduce the share of the proceeds of
	the Company that they would receive upon liquidation of the Company, the
	Company's present financial condition would preclude the payment of any cash
	dividends or permit any distribution of proceeds in the event of any
	liquidation. Another effect of increasing the Company's authorized Common
	Stock may be to enable the Board of Directors to render it more difficult
	to, or discourage an attempt to, obtain control of the Company by means of a
	merger, tender offer, proxy contest or otherwise, and thereby protect the
	continuity of present management. The Board of Directors would, unless
	prohibited by applicable law, have additional shares of Common Stock
	available to effect transactions (such as private placements, mergers and
	acquisitions, among other capital events) in which the number of the
	Company's outstanding shares would be increased and would thereby dilute the
	interest of any party attempting to gain control of the Company, even if
	such party is offering a significant premium over the then prevailing market
	price of the Common Stock. Such issuances would increase the number of
	outstanding shares, thereby possibly diluting the interest of a party
	attempting to obtain control of the Company. The Board of Directors is not
	aware of any attempt, or contemplated attempt, to acquire control of the
	Company, and the implementation of this resolution to increase the
	authorized shares of Common Stock was not presented with the intent that the
	increase in the Company's authorized Common Stock be utilized as an
	anti-takeover measure and is not part of any series of anti-takeover
	measures contained in any instruments or the Certificate of Incorporation,
	as amended, or the Bylaws of the Company in effect on the date of this
	Information Statement.</p>
	<p>The shares of Preferred Stock that are presently authorized may also be
	issued in one or mare classes or series, having such designations,
	preferences, privileges and rights as the Board of Directors may determine,
	without further action by our stockholders.</p>
	<p>Nevertheless, the increase in authorized shares of Common Stock and the
	currently authorized shares of Preferred Stock could make any attempt to
	gain control of the Company or the Board more difficult or time consuming
	and that the availability of additional authorized and unissued Authorized
	Capital Stock might make it more difficult to remove management. Although
	the Board currently has no intention of doing so, shares of Preferred could
	be issued by the Board to dilute the percentage of voting rights owned by a
	significant stockholder and increase the cost of, or the number of, voting
	shares necessary to acquire control of the Board. Further, while the Board
	of Directors has no plan to issue any shares of Preferred Stock, it does
	believe that having available shares of Preferred Stock for issuance in the
	future in connection with any proper business purpose, together with the
	increase in authorized Common Stock, will result the a better capital
	structure to grow our business.</p>
	<p>The increase in the number of the Company's Authorized Capital Stock from
	110,000,000 shares, including 100,000,000 shares of Common Stock and
	10,000,000 shares of Preferred Stock to 500,000,000 shares, including
	490,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock
	by means of an amendment to the Company's Certificate of Incorporation was
	approved by the Joint Written Consent of our Majority Consenting
	Stockholders.</p>
	<p>A copy of the Joint Written Consent is attached as Exhibit A to this
	Information Statement and a copy of the Certificate of Amendment to the
	Certificate of Incorporation is attached as Exhibit B to this Information
	Statement.</p>
	<hr NOSHADE SIZE="2">
<p Style='page-break-before:always; text-align: left;'>

<p ALIGN="CENTER"><font size="2"><b>ACTION III</b></font></p>
	<p ALIGN="CENTER"><b>THE REVERSE STOCK SPLIT</b></p>

<p>On January 8, 2015, the Corporation's Board of Directors approved and
Majority Consenting Stockholders consented to and approved the Amendment to the
Company's Certificate of Incorporation to effect a Reverse Stock Split whereby
all outstanding shares of Common Stock will be subject to a Reverse Stock Split
on a One-for-Four (1:4) basis. The Certificate of Amendment is attached hereto
as Exhibit B.</p>
	<p><i>Background and Purposes of the Reverse Stock Split</i></p>
	<p>The Reverse Stock Split on a One-for-Four (1:4) basis of the Company's
	currently issued and outstanding 18,195,126 shares of Common Stock will
	reduce the number of issued and outstanding shares to 4,548,781 shares. The
	Board of Directors believes that the Reverse Stock Split will benefit all
	stockholders, as without the Reverse Stock Split, the Company will have to
	issue significantly more shares in the reverse merger with Emerald and may
	have problems in successfully raising additional capital for its current
	business plan among other corporate purposes.</p>
	<p>While it may be expected that the Reverse Stock Split will increase the
	market price of the Company's shares four-fold, such increase, if any, may
	not be sustained. Further, the reduction in the number of outstanding shares
	could adversely affect the trading market for our Common Stock by reducing
	the relative level of liquidity of the shares of Common Stock. Further,
	there can be no assurance that the Reverse Stock Split will, in fact, result
	in a proportionate increase or, for that matter, any increase, in the price
	of the shares of Common Stock subject to quotation on the OTCQB Market.</p>
	<p>Any new shares issued following the Effective Date of the Reverse Stock
	Split will be fully paid and non-assessable shares. On the Effective Date of
	the Reverse Stock Split, the number of stockholders will remain unchanged
	because those stockholders who would otherwise receive only a fractional
	share will receive a number of shares rounded up to the next whole integer.</p>
	<p>The Reverse Stock Split will not change the par value of our Common
	Stock. While the aggregate par value of our outstanding Common Stock will be
	reduced as a result of the Reverse Stock Split, our additional paid-in
	capital will be increased by a corresponding amount. Therefore, the Reverse
	Stock Split will not affect our total stockholders' equity. All share and
	per share information will be retroactively adjusted to reflect the Reverse
	Stock Split for all periods presented in our future financial reports and
	regulatory filings.</p>
	<p>Following the Reverse Stock Split, we will have approximately 4,548,781
	shares of Common Stock issued and outstanding, rather than the 18,195,126
	shares of Common Stock currently issued and outstanding.</p>
	<p>On January 15, 2015, the date immediately preceding the filing of this
	Information Statement on Schedule 14C, the closing price of our shares
	subject to quotation on the OTCQB Market was $0.06 and the total market
	value of the 18,195,126 shares of Common Stock outstanding was approximately
	$1,091,707.</p>
	<p><i>Rationale for the Reverse Stock Split</i></p>
	<p>The Board of Directors believes that a Reverse Stock Split on a
	One-for-Four (1:4) basis should, at least initially, increase the price of
	our shares of Common Stock to approximately $0.24 per share. While the
	Reverse Stock Split will not increase to total market value of our Common
	Stock, the Board of Directors believes that the increase in our share price,
	which increase will not necessarily be sustained, should make our shares
	more attractive to potential investors, encourage investor interest and
	trading in, and possibly the marketability of, our Common Stock. However,
	there can be no assurance that any of the forgoing results will occur.</p>
	<p>In addition, because brokers' commissions on lower-priced stocks
	generally represent a higher percentage of the stock price than commissions
	on higher-priced stocks, the current per share price of our Common Stock can
	result in individual stockholders paying transaction costs (commissions,
	markups or markdowns) that constitute a higher percentage of their total
	share value than would be the case if the share price of our Common Stock
	were higher. This difference in transaction costs may also further limit the
	willingness of institutional investors to purchase shares of our Common
	Stock.</p>
	<p>Trading in our shares also may be adversely affected by a variety of
	policies and practices of brokerage firms that discourage individual brokers
	within those firms from dealing in low-priced stocks. These policies and
	practices pertain to the payment of brokers' commissions and to
	time-consuming procedures that make the handling of low-priced stocks
	unattractive to brokers from an economic standpoint. Similarly, many
	brokerage firms are reluctant to recommend low-priced stocks to their
	customers and the analysts at many brokerage firms do not provide coverage
	for such stocks. The Board also believes that the decrease in the number of
	shares of Common Stock outstanding as a consequence of the Reverse Stock
	Split, and the anticipated increase in the price of the Common Stock, could
	generate interest in the Common Stock and possibly promote greater liquidity
	for the Company's stockholders. However, the Company's aggregate market
	capitalization could be reduced to the extent that any increase in the
	market price of the Common Stock resulting from the Reverse Stock Split is
	proportionately less than the decrease in the number of shares of Common
	Stock outstanding.</p>
	<p>The Board further believes that the total number of shares of our Common
	Stock currently outstanding is disproportionately large relative to our
	present market capitalization and that the Reverse Stock Split would bring
	the number of outstanding shares to a level more in line with other
	companies with comparable market capitalizations and better facilitate our
	ability to raise capital and implement the reverse merger with Emerald.
	Moreover, the Board considered that the number of outstanding shares of
	Common Stock is unreasonably large in relation to the size of the Company's
	operations. Upon implementation of the Reverse Stock Split and decrease in
	the number of shares of Common Stock that are issued and outstanding, our
	investors could more easily understand the impact on earnings or loss per
	share attributable to future developments in our business.<br>
	Notwithstanding our belief, we ultimately cannot predict whether, and to
	what extent, the Reverse Stock Split would achieve the desired results. The
	price per share of our Common Stock is a function of various factors,
	including the profitability of our business operations, the nature of our
	business, overall market conditions and other factors unrelated to our
	capital structure. </p>
	<p>Accordingly, there can be no assurance that the market price of our
	Common Stock after the Reverse Stock Split would increase in an amount
	proportionate to the decrease in the number of issued and outstanding
	shares, or would increase at all, that any increase can or will be sustained
	for a prolonged period of time or any time at all, or that the Reverse Stock
	Split would enhance the liquidity of, or investor interest in, our Common
	Stock.</p>
	<p>Nevertheless, our Board of Directors believes that the potential positive
	effects of the Reverse Stock Split should outweigh the potential
	disadvantages. In making this determination, our Board of Directors has
	taken into account various potential negative factors, including: (i) the
	negative perception of Reverse Stock Splits held by some stock market
	participants; (ii) the adverse effect on liquidity that might be caused by a
	reduced number of shares outstanding; and (iii) the costs associated with
	implementing the Reverse Stock Split, among others. The effect of the
	Reverse Stock Split upon the market price of our Common Stock cannot be
	predicted with any certainty, and the history of similar stock splits for
	companies in similar circumstances to ours is varied. It is also possible
	that the Reverse Stock Split may not increase the per share price of our
	Common stock in proportion to the reduction in the number of shares of our
	Common Stock outstanding or result in a permanent increase in the per share
	price, which depends on many factors.</p>
	<p>After considering the foregoing factors, our Board together with our
	Majority Consenting Stockholders have determined that to implement the
	Reverse Stock Split is in our best interests and that of our stockholders.</p>
	<p><i>Effects of the Reverse Stock Split</i></p>
	<p>The Amendment to our Certificate of Incorporation will implement the
	One-for-Four (1:4) Reverse Stock Split of our issued and outstanding Common
	Stock, to be effective upon receipt of approval be FINRA, which we have
	referred to as the Effective Date.</p>
	<p>With the exception of the number of shares of Common Stock outstanding,
	the rights and preferences of shares of our Common Stock prior and
	subsequent to the Reverse Stock Split would remain the same. We do not
	anticipate that our financial condition, the percentage of our stock owned
	by management, the number of our stockholders, or any aspect of our current
	business or our business following the reverse merger would materially
	change as a result of the Reverse Stock Split.</p>
	<p>Our Common Stock is currently registered under Section 12(g) of the
	Exchange Act and, as a result, we are subject to periodic reporting and
	other requirements. The proposed Reverse Stock Split will not affect the
	registration of our Common Stock under the Exchange Act.</p>
	<p>After the Effective Date of the Reverse Stock Split, each stockholder
	will own a reduced number of shares of our Common Stock, based upon the
	ratio of One for Four (1:4). However, a Reverse Stock Split will affect all
	of our stockholders equally and will not affect any stockholder's percentage
	ownership of the Company, except for the immaterial result that the Reverse
	Stock Split shall involve in the rounding up of any fractional shares up to
	the next whole number of shares, as described herein. For example, a holder
	of two (2%) percent of the voting power of the outstanding shares of Common
	Stock immediately prior to the Reverse Stock Split will continue to hold two
	(2%) percent of the voting power of the outstanding shares of Common Stock
	after the Reverse Stock Split. Proportionate voting rights and other rights
	and preferences of the holders of our Common Stock will not be affected by
	the Reverse Stock Split. There will be no payment of cash in lieu of any
	fractional shares. Furthermore, the number of stockholders of record will
	not be affected by the Reverse Stock Split.</p>
	<p><i>Authorized but Unissued Shares; Potential Dilution and Anti-Takeover
	Effects</i></p>
	<p>Upon the Effective Date of the Reverse Stock Split, the Company will have
	4,548,781 shares issued and outstanding and will have 490,000,000 shares of
	authorized Common Stock. These additional shares will be available for
	issuance from time to time for business purposes as reasonably determined by
	the Board of Directors. In connection with capital-raising transactions and
	acquisitions of technologies, or assets, consistent with our current
	business objectives.</p>
	<p>The significant increase in the proportion of unissued authorized shares
	to issued shares after the Reverse Stock Split could, under certain
	circumstances, have an anti-takeover effect (for example, by permitting
	issuances that would dilute the stock ownership of a person seeking to
	effect a change in the composition of our Board of Directors or
	contemplating a tender offer or other transaction for the combination of our
	company with another company), we are not proposing the Reverse Stock Split
	in response to any effort of which we are aware to accumulate any of our
	shares of our Common Stock or to otherwise seek to obtain control of the
	Company. Our Board of Directors does not currently contemplate recommending
	the adoption of any other proposals that could be construed to affect the
	ability of anyone to take over or change the control of the Company.</p>
	<p>We believe that the availability of the additional shares will provide us
	with the flexibility to pursue, in addition to the reverse merger with
	Emerald, other potential transactions as they arise, to take advantage of
	desirable business opportunities and to respond effectively in a changing
	corporate environment. For example, we may elect to issue shares of Common
	Stock to raise additional equity capital after the reverse merger with
	Emerald, to make other acquisitions through the use of shares of Common
	Stock, to establish strategic relationships with other companies, to adopt
	and fund employee benefit plans or reserve additional shares for issuance
	under such plans, where the Board determines it advisable to do so, without
	the necessity of soliciting further stockholder approval, subject to
	applicable stockholder vote requirements.</p>
	<p>In the event that we issue additional shares for any of the above
	purposes, the aggregate ownership interest of our current stockholders, and
	the interest of each such existing stockholder, would be diluted, possibly
	substantially. Although we will continually examine potential transactions
	assuming successful completion of the capital raise and the reverse merger
	with Emerald, we have no current plans or arrangements, other than the
	contingent issuance of earn-out shares to Emerald's equity holders, to issue
	any additional shares of Common Stock. Furthermore, the additional shares of
	Common Stock that will become available for issuance upon the Effective Date
	of the Reverse Stock Split could also be used by the Company's management to
	oppose any potential hostile takeover attempt or delay or prevent changes in
	control or changes in or removal of the Company.</p>
	<p>For example, without further stockholder approval, our Board of Directors
	could authorize the issuance and sale of shares of Common Stock in a private
	transaction to purchasers who would oppose a takeover or favor the current
	Board. Although the Reverse Stock Split have been prompted by business and
	financial considerations as discussed above, stockholders nevertheless
	should be aware that approval of one or more of the proposals could
	facilitate future efforts by management to deter or prevent a change in
	control of the Corporation.</p>
	<p>Following the Reverse Stock Split, the Company will to have 490,000,000
	shares of Common Stock authorized and approximately 4,548,781 shares of
	Common Stock issued and outstanding and, as a result, the Company will have
	approximately 485,451,219 authorized but unissued shares of Common Stock
	available for issuance from time to time at the discretion of the Board of
	Directors. The Board does not currently contemplate entering into any
	arrangements or recommending the adoption of any other provisions, such as
	supermajority voting requirements, that may have material anti-takeover
	consequences.</p>
	<p><i>Accounting Matters</i></p>
	<p>The Reverse Stock Split will not affect the par value of our Common
	Stock. As a result, on the Effective Date of the Reverse Stock Split, the
	stated par value capital on our balance sheet attributable to our Common
	Stock will be reduced and the additional paid-in capital account will be
	credited with the amount by which the stated capital is reduced. The
	per-share net income or loss and net book value per share of our Common
	Stock will be increased because there will be fewer shares of our Common
	Stock outstanding.</p>
	<p>We present earnings per share ("EPS") in accordance with Statement of
	Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share," and
	we will comply with the requirements of SFAS No. 128 with respect to reverse
	stock splits. In pertinent part, SFAS No. 128 says as follows: "If the
	number of common shares outstanding decreases as a result of a reverse stock
	split, the computations of basic and diluted EPS shall be adjusted
	retroactively for all periods presented to reflect that change in capital
	structure. If changes in Common Stock resulting from reverse stock splits
	occur after the close of the period but before issuance of the financial
	statements, the per-share computations for those and any prior-period
	financial statements presented shall be based on the new number of shares.
	If any per-share computations reflect such changes in the number of shares,
	that fact shall be disclosed."</p>

<p><i>Fairness of the Process</i></p>

<p>The Board of Directors did not obtain a report, opinion, or appraisal from an appraiser
or financial advisor with respect to the Reverse Stock Split and no representative or advisor
was retained on behalf of the unaffiliated stockholders to review or negotiate the
transaction. The Board of Directors concluded that the additional expense of these
independent appraisal procedures was unreasonable in relation to the Company&#146;s
available cash resources and concluded that the Board of Directors could adequately
establish the fairness of the Reverse Stock Split without the engagement of third parties.</p>

<p><i>Street Name Holders of Common Stock</i></p>

<p>The Company intends for the Reverse Stock Split to treat stockholders holding Common Stock in
street name through a nominee (such as a bank or broker) in the same manner as
stockholders whose shares are registered in their names. Nominees will be instructed to
affect the Reverse Stock Split for their beneficial holders. However, nominees may have
different procedures. Accordingly, stockholders holding Common Stock in street name should
contact their nominees.</p>

<p><i>Stock Certificates</i></p>

<p>Mandatory surrender of certificates is not required by our stockholders. The Company's
transfer agent will adjust the record books of the company to reflect the
Reverse Stock Split as of the Effective Date. New certificates
will not be mailed to stockholders.</p>

<p><i>Federal Income Tax Consequences</i></p>

<p>The following description of federal income tax consequences of the Reverse
Stock Split is based on the Internal Revenue Code of 1986, as amended, the
applicable Treasury Regulations promulgated thereunder, judicial authority, and
current administrative rulings and practices as in effect on the date of this
information statement. The discussion is for general information only and does
not cover any consequences that apply for special classes of taxpayers (e.g.,
non-resident aliens, broker-dealers or insurance companies). We urge all
stockholders to consult their own tax advisers to determine the particular
consequences to each of them of the Reverse Stock Split.</p>
	<p>We have not sought and will not seek an opinion of counsel or a ruling
	from the Internal Revenue Service regarding the federal income tax
	consequences of the Reverse Stock Split. We believe, however, that because
	the Reverse Stock Split is not part of a plan to periodically increase or
	decrease any stockholder's proportionate interest in the assets or earnings
	and profits of our company, the Reverse Stock Split would have the federal
	income tax effects described below:</p>
	<p>The exchange of pre-split shares for post-split shares should not result
	in recognition of gain or loss for federal income tax purposes. In the
	aggregate, a stockholder's basis in the post-split shares will equal that
	stockholder's basis in the pre-split shares. A stockholder's holding period
	for the post-split shares will be the same as the holding period for the
	pre-split shares exchanged therefore. Provided that a stockholder held the
	pre-split shares as a capital asset, the post-split shares received in
	exchange therefore will also be held as a capital asset.</p>
	<p>As stockholders are not receiving cash in lieu of any fractional share
	interest, but instead fractional shares are being rounded up to the next
	whole share, it is unlikely that stockholders will be treated as if our
	company had redeemed any fractional share interest. It is therefore unlikely
	that rounding up fractional shares will result in any gain or loss
	recognition by stockholders. Our company should not recognize gain or loss
	as a result of the reverse stock split.</p>
<hr NOSHADE SIZE="2">
<p Style='page-break-before:always'>

<b>
<p ALIGN="CENTER"><font size="2">SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.</p>
</b>

<p>The following table lists the number of shares of Common Stock of our Company as of
January 8, 2015 that are beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii)
each officer and director of our Company; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our principal stockholders
and management is based upon information furnished by each person using &#147;beneficial
ownership&#148; concepts under the rules of the Securities and Exchange Commission. Under
these rules, a person is deemed to be a beneficial owner of a security if that person has
or shares voting power, which includes the power to vote or direct the voting of the
security, or investment power, which includes the power to vote or direct the voting of
the security. The person is also deemed to be a beneficial owner of any security of which
that person has a right to acquire beneficial ownership within sixty (60) days. Under the
rules of the SEC, more than one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of securities as to which
he/she may not have any pecuniary beneficial interest. Except as noted below, each person
has sole voting and investment power.</p>
</font>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <font FACE="Times New Roman" SIZE="2"><td width="33%"
    style="border-bottom: 1px solid rgb(0,0,0)"><strong><font style="Times New Roman" size="1">Name
    of Beneficial Owner</font></strong></td>
    <td width="2%" align="right"><font style="Times New Roman" size="1"><strong>&nbsp; </strong></font></td>
    <td width="31%" align="right" style="border-bottom: 1px solid rgb(0,0,0)"><strong><font
    style="Times New Roman" size="1">Common Stock Beneficially Owned (1)</font></strong></td>
    <td width="2%" align="right"><font style="Times New Roman" size="1"><strong>&nbsp; </strong></font></td>
    <td width="32%" align="right" style="border-bottom: 1px solid rgb(0,0,0)"><strong><font
    style="Times New Roman" size="1">Percentage of Common Stock&nbsp; Owned (1)</font></strong></td>
  </tr>
  <tr bgcolor="#ccffcc">
    <td width="33%" bgcolor="#FFFFFF"><i><font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">
	Liron Carmel, CEO, CFO and sole Director</font></i></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="31%" align="right" bgcolor="#FFFFFF">
	<font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">
	0</font></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="32%" align="right" bgcolor="#FFFFFF">
	<font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">0.00%</font></td>
  </tr>
  <tr>
    <td width="33%"><font FACE="Times New Roman" SIZE="2">42 Ben Zvi Street </font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr bgcolor="#ccffcc">
    <td width="33%" bgcolor="#FFFFFF"><font FACE="Times New Roman" SIZE="2">Ramat Gan, Israel</font></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="31%" align="right" bgcolor="#FFFFFF"></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="32%" align="right" bgcolor="#FFFFFF"></td>
  </tr>
  <tr bgcolor="#ccffcc">
    <td width="33%" bgcolor="#FFFFFF"><i><font size="2">Eli Yoresh</font></i></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="31%" align="right" bgcolor="#FFFFFF"><font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">1,650,000</font></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="32%" align="right" bgcolor="#FFFFFF">
	<font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">
	9.07%</font></td>
  </tr>
  <tr>
    <td width="33%"><font FACE="Times New Roman" SIZE="2">42 Ben Zvi Street </font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr bgcolor="#ccffcc">
    <td width="33%" bgcolor="#FFFFFF"><font FACE="Times New Roman" SIZE="2">Ramat Gan, Israel</font></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="31%" align="right" bgcolor="#FFFFFF"></td>
    <td width="2%" align="right" bgcolor="#FFFFFF"></td>
    <td width="32%" align="right" bgcolor="#FFFFFF"></td>
  </tr>
  <tr>
    <td width="33%"><i><font size="2">Kfir Silberman</font></i></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"><font size="2">2,475,000</font></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"><font size="2">13.60%</font></td>
  </tr>
  <tr>
    <td width="33%"><font FACE="Times New Roman" SIZE="2">42 Ben Zvi Street </font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr>
    <td width="33%" bgcolor="#FFFFFF"><font FACE="Times New Roman" SIZE="2">Ramat Gan, Israel</font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr>
    <td width="33%"><i><font size="2">Amir Uziel</font></i></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"><font size="2">4,125,000</font></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"><font size="2">22.67%</font></td>
  </tr>
  <tr>
    <td width="33%"><font FACE="Times New Roman" SIZE="2">42 Ben Zvi Street </font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr>
    <td width="33%" bgcolor="#FFFFFF"><font FACE="Times New Roman" SIZE="2">Ramat Gan, Israel</font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr>
    <td width="33%"><i><font size="2">Itschak Shrem</font></i></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"><font size="2">4,125,000</font></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"><font size="2">22.67%</font></td>
  </tr>
  <tr>
    <td width="33%"><font FACE="Times New Roman" SIZE="2">42 Ben Zvi Street </font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
  <tr>
    <td width="33%" bgcolor="#FFFFFF"><font FACE="Times New Roman" SIZE="2">Ramat Gan, Israel</font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
  </tr>
    <tr>
    <td width="33%"><i><font size="2">Lavi Krasney</font></i></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"><font size="2">4,125,000</font></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"><font size="2">22.67%</font></td>
    </tr>
	<tr>
    <td width="33%"><font FACE="Times New Roman" SIZE="2">42 Ben Zvi Street </font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
    </tr>
	<tr>
    <td width="33%" bgcolor="#FFFFFF"><font FACE="Times New Roman" SIZE="2">Ramat Gan, Israel</font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right"></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right"></td>
    </tr>
  <tr>
    <td width="33%" bgcolor="#FFFFFF">&nbsp;</td>
    <td width="2%" align="right">&nbsp;</td>
    <td width="31%" align="right">&nbsp;</td>
    <td width="2%" align="right">&nbsp;</td>
    <td width="32%" align="right">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%"><font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">Directors
    and Officers (1 person)</font></td>
    <td width="2%" align="right"></td>
    <td width="31%" align="right">
	<font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">
	0</font></td>
    <td width="2%" align="right"></td>
    <td width="32%" align="right">
	<font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">
	0.00%</font></td>
  </tr>
</table>


<p ALIGN="JUSTIFY"><font size="2">(1) Applicable percentage ownership is based on
18,195,126 shares of
Common Stock outstanding as of January 8, 2015. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of Common Stock that are
currently exercisable or exercisable within 60 days of January 8, 2015 are deemed to be
beneficially owned by the person holding such securities for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding&nbsp;for the
purpose of computing the percentage ownership of any other person.</p>
</font>

<p ALIGN="CENTER"><font size="2"><b>DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.</b></p>

<p>The following table sets forth the name, age and position of each of our Director and
executive officer.</p>
</font><div align="center"><center>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="33%" align="center"><font size="2"><strong>Name</strong></font></td>
    <td width="27%" align="center"><font size="2"><strong>&nbsp;Age&nbsp;</strong></font></td>
    <td width="40%" align="center"><font size="2"><strong>Position&nbsp;</strong></font></td>
  </tr>
  <tr>
    <td width="33%" align="center"><font size="2">Liron Carmel</font></td>
    <td width="27%" align="center"><font size="2">30</font></td>
    <td width="40%" align="center"><font size="2">CEO, CFO and Chairman of the Board</font></td>
  </tr>
  </table>
</center></div><b>

<p><b><font size="2"><i>Liron Carmel &#150; </i></font> </b> </b><font size="2">
<b><i>CEO, CFO and Chairman of the
Board</i></b></p>

<p><font face="Times New Roman" size="2">From 2010 through December 2014, Mr.
Carmel served as a senior analyst in the Investment Division of Excellence
Group, a leading investment firm in Israel. In such capacity, Mr. Carmel
specialized in risk management and special debt financing including
participation in and leading negotiations with major institutional investors in
Israel. From 2009 to 2010, Mr. Carmel was an analytical consultant for Precise
Group, an Israeli financial institution.</font></p>
	<p>Our Directors are elected annually and hold office until our annual meeting of the
shareholders and until their successors are elected and qualified. Officers will hold
their positions at the pleasure of the Board of Directors, absent any employment
agreement. There are no family relationships among our officers and Directors. Our
officers and Directors may receive compensation as determined by us from time to time by
vote of the Board of Directors. Such compensation might be in the form of stock options.
Vacancies in the Board are filled by majority vote of the remaining Directors. Directors
may be reimbursed by us for expenses incurred in attending meetings of the Board of
Directors.</p>
<i><b>

<p>Audit Committee and Financial Expert</p>
</b></i>

<p>We do not have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial transaction
can be viewed by any officer or Director at will. We will form an audit committee if it
becomes necessary as a result of growth of the Company or as mandated by public policy.</p>
<i><b>

<p>Code of Ethics</p>
</b></i>

<p>We do not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officers; however, the Company plans to implement such a code in
the fourth quarter of 2015.</p>
<i><b>

<p>Potential Conflicts of Interest</p>
</b></i>

<p>Since we do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are performed
by our Board of Directors. Thus, there is a potential conflict of interest, in that our
Directors who are also our officers have the authority to determine issues concerning
management compensation, and audit issues that may affect management decisions. We are not
aware of any other conflicts of interest with any of our Directors or officers.</p>
<b>

<p ALIGN="CENTER"><font size="2">EXECUTIVE COMPENSATION</p>
</b>

<p>Any compensation received by our officers, directors, and management personnel will be
determined from time to time by our Board of Directors. Our officers, directors, and
management personnel will be reimbursed for any out-of-pocket expenses incurred on our
behalf. <font
face="Times New Roman" size="2">
<font face="Times New Roman" size="2"
style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The following table
sets forth information concerning the total compensation that we have paid or that has
accrued on behalf of our chief executive officer and other executive officers with annual
compensation exceeding $100,000 during the fiscal years ending December 31, 2013, 2012 and
2011.</font></p>

<table cellSpacing="0" cellPadding="0" width="100%" align="center" border="0" HEIGHT="0%">
  <tr bgColor="white">
    <td align="center" colSpan="9" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>Summary Compensation Table </strong></font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><font size="1">&nbsp; </font></td>
    <td width="1%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="center" width="18%" colSpan="2" height="0%"><p align="center"><font size="1"><strong>Long
    Term </strong></font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><font size="1">&nbsp; </font></td>
    <td width="1%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="center" width="27%" colSpan="3" height="0%"><p align="center"><font size="1"><strong>Annual
    Compensation </strong></font></td>
    <td align="center" width="18%" colSpan="2" height="0%"><p align="center"><font size="1"><strong>Compensation
    Awards </strong></font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><font size="1">&nbsp; </font></td>
    <td width="2%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="27%" colSpan="3" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="18%" colSpan="2" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><font size="1">&nbsp; </font></td>
    <td width="1%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Other </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Restricted </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Securities </strong></font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><font size="1">&nbsp; </font></td>
    <td width="1%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Annual </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Stock </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Underlying </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>All Other </strong></font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><font size="1">&nbsp; </font></td>
    <td width="1%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><font size="1">&nbsp; </font></td>
    <td align="center" width="9%" height="0%"><p align="center"><font size="1"><strong>Salary </strong></font></td>
    <td align="center" width="9%" height="0%"><p align="center"><font size="1"><strong>Bonus </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Compensation </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Award(s) </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Options </strong></font></td>
    <td align="center" width="9%" height="0%"><font size="1"><strong>Compensation </strong></font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%" bgcolor="#fffff"><font size="1">&nbsp; <strong>Name and
    Principal Position </strong></font></td>
    <td width="1%" height="0%" bgcolor="#fffff"><font size="1">&nbsp; </font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="right"><font size="1"><strong>Year
    </strong></font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>($)</strong></font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>($)</strong></font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>($)</strong></font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>($) </strong></font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>($)</strong></font></td>
    <td align="center" width="9%" height="0%" bgcolor="#fffff"><p align="center"><font
    size="1"><strong>($)</strong></font></td>
  </tr>
  <tr vAlign="bottom" bgColor="white">
    <td width="35%" height="0%"><hr noShade SIZE="2">
    </td>
    <td width="2%" height="0%"><font size="2">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
  </tr>
  <tr>
      <td width="35%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">Ivo Heiden, former CEO, CFO and Chairman
    (1)</font></td>
    <td width="1%" height="0%" style="background-color: rgb(255,255,255)" bgcolor="#fffff"></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">2013 </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">24,000</font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"></td>
  </tr>
  <tr vAlign="bottom" bgColor="#cbdbd1">
      <td width="35%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"></td>
    <td width="1%" height="0%" style="background-color: rgb(255,255,255)" bgcolor="#fffff"><font
    face="Times New Roman" size="2">&nbsp; </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">2012 </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">24,000</font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
  </tr>
  <tr>
      <td width="35%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"></td>
    <td width="1%" height="0%" style="background-color: rgb(255,255,255)" bgcolor="#fffff"></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">2011 </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">24,000</font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
    <td align="right" width="9%" height="0%" style="background-color: rgb(255,255,255)"
    bgcolor="#fffff"><font face="Times New Roman" size="2">--- </font></td>
  </tr>
  <tr>
    <td width="35%" height="0%"><hr noShade SIZE="2">
    </td>
    <td width="2%" height="0%"><font size="2">&nbsp; </font></td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
    <td align="right" width="9%" height="0%"><hr noShade SIZE="2">
    </td>
  </tr>
</table>

<p align="left">(1) <font face="Times New Roman" size="2">On November 21, 2014,
in connection with the appointment of new management, the Registrant's Board of
Directors accepted the resignation of Ivo Heiden as CEO, CFO and Director of the
Registrant. Mr. Heiden resigned as an officer and director in order to pursue
other business opportunities and had no disagreements with the Registrant's
operations, policies or practices. </font></p>
	<p align="left">
	<i>
	<font
style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><strong>Executive
Employment Agreements</strong></font></i></p>

<p align="left"><font
style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"
face="Times New Roman" size="2">To date, we have not entered into any employment
agreements with our executive officer.</font></p>

	</font>
	<p ALIGN="CENTER"><font size="2"><b>ADDITIONAL INFORMATION</b></p>

<p>The Company is subject to the filing requirements of the Exchange Act, and in
accordance therewith files reports, proxy/information statements and other information
including annual and quarterly reports on Form 10-K and 10-Q (the &#147;Exchange Act
Filings&#148;) with the SEC. Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained at the Commission at
100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 100 F Street, NE
Washington, D.C 20549, at prescribed rates. The Commission maintains a web site on the
Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through
the Electronic Data Gathering, Analysis and Retrieval System (&#147;EDGAR&#148;).</p>

<p>We will provide without
charge a information statement upon written or
oral request of such person by first class mail or other equally prompt means within
one business day of receipt of such request, a copy of any and all of the information that
has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the proxy statement incorporates).
Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which
definitive copies of the proxy statement are sent or given to security holders, up to the
date of responding to the request.</p>

<p>By order of the Board of Director of</p>
<b>

<p>Zaxis International Inc.<br>
</b>42 Ben Zvi Street<br>
Ramat Gan, Israel<br>
<font FACE="Times New Roman" SIZE="2">+ 972 052-579-5082</font></p>

<p>January 15, 2015</p>

<p><font FACE="Times New Roman" SIZE="2">By: /s/ Liron Carmel,<br>
Liron Carmel, Chief Executive Officer</font></p>
<hr NOSHADE SIZE="2">
<p Style='page-break-before:always'>

<font FACE="Times New Roman" SIZE="2"><b>

<p>Exhibit A</p>

</b>

	<p ALIGN="CENTER"><font size="2"><b>JOINT WRITTEN CONSENT<br>OF THE <br>
	BOARD OF DIRECTORS<br>AND<br>MAJORITY STOCKHOLDERS<br>OF<br>ZAXIS
	INTERNATIONAL INC.</b></p>
	<p ALIGN="JUSTIFY">The undersigned, being the sole member of the Board of
	Directors of Zaxis International Inc., a Delaware corporation (the
	"Corporation"), acting together with the written consent of the&nbsp;&nbsp;holders
	(the "Majority Consenting Stockholders") of a majority of the outstanding
	shares of the Corporation's common stock, acting pursuant to the authority
	granted by Section 242 of the Delaware General Corporation Law ("DGCL"), do
	hereby adopt the following resolutions as of this 8th day of January 2015.<br>
	<br>WHEREAS, the Corporation's Board of Directors, after reviewing the
	capital structure of the Corporation, including the number of authorized
	shares of the Corporation's capital stock, the number of currently issued
	and outstanding shares of Common Stock, the market price of the
	Corporation's Common Stock and the name of the Corporation in view of the
	determination of the Corporation to change the nature of its business, has
	determined to authorize and to recommend that the Majority Consenting
	Stockholders consent to ratify and approve an amendment to the Corporation's
	Certificate of Incorporation to: (i) change the Corporation's authorized
	capital stock to 500,000,000 shares consisting of: (a) 490,000,000 shares of
	common stock, par value $0.0001 per share ("Common Stock"); and (b)
	10,000,000 shares of preferred stock, par value $0.0001 per share
	("Preferred Stock) and that the Board of Directors has the authority to
	establish one or more series of Preferred Stock and fix the relative rights
	and preferences of any series of Preferred Stock to be determined by the
	Board of Directors without further action by the Corporation's Stockholder;
	(ii) implement a reverse split of the Corporation's outstanding shares of
	Common Stock on a One-for-Four (1:4) basis; and (iii) change the name of the
	Corporation from Zaxis International Inc. to Emerald Medical Applications
	Corp. <br><br>NOW, THEREFORE, BE IT RESOLVED, that the Articles of
	Incorporation of this Corporation be amended by changing the following
	Articles as follows: <br><br>FIRST: The name of the Corporation is: Emerald
	Medical Applications Corp.<br><br>FOURTH: The total number of shares of
	capital stock which the Corporation shall be entitled to issue is Five
	Hundred Million (500,000,000) shares of capital stock consisting of Four
	Hundred Ninety Million (490,000,000) shares of Common Stock, par value
	$0.0001, and Ten Million (10,000,000) shares of Preferred Stock, par value
	$0.0001, and that the Board of Directors has the authority to establish one
	or more series of Preferred Stock and fix relative rights and preferences of
	any series of Preferred Stock to be determined by the Board of Directors.</p>
	<p ALIGN="JUSTIFY">FURTHER RESOLVED, that this Joint Written Consent of the
	Board of Directors and Majority Stockholders shall be added to the corporate
	records of this Corporation and made a part thereof, and the resolutions set
	forth above shall have the same force and effect as if adopted at a meeting
	duly noticed and held by the Board of Directors and the Majority Consenting
	Stockholders of this Corporation. This Joint Written Consent may be executed
	in counterparts and with facsimile signatures with the effect as if all
	parties hereto had executed the same document. All counterparts shall be
	construed together and shall constitute a single Joint Written Consent.<br>
	FURTHER RESOLVED, that the undersigned sole member of the Corporation's
	Board of Directors and the Majority Consenting Stockholders of the
	Corporation, hereby authorize, ratify and approve the forgoing actions
	pursuant to the provisions of the DGCL and thereby direct that this Joint
	Written Consent of the Board of Directors and Majority Stockholder be filed
	with the minutes of the meetings of the Corporation.<br><br>The number of
	shares of Corporation's Common Stock issued and outstanding at January 8,
	2015 (the "Record Date") is 18,195,126 shares. The number of shares of
	Common Stock owned of record and beneficially by the Majority Consenting
	Stockholders necessary to approve the above resolutions under Section 228 of
	Title 8 of the DGCL and the By-laws of the Corporation is 9,097,564 shares
	of Common Stock. The Majority Consenting Stockholders holding 16,500,000
	shares of Common Stock, representing 90.68%, have consented to the adoption
	of the above resolutions.<br><br>FURTHER RESOLVED, that, subject to the
	foregoing, any officer of the Corporation, be and hereby is authorized,
	empowered and directed, for and on behalf of the Corporation, to take such
	further action and execute and deliver any additional instruments,
	certificates, filings or other documents and to take any additional steps as
	any such officer deems necessary or appropriate to effectuate the purposes
	of the foregoing resolution;<br><br>FURTHER RESOLVED, that any action or
	actions heretofore taken by any officer of the Corporation for and on behalf
	of the Corporation in connection with the foregoing resolutions are hereby
	ratified and approved as duly authorized actions of the Corporation. This
	Joint Written Consent shall be added to the corporate records of the
	Corporation and made a part thereof, and the resolutions set forth above
	shall have the same force and effect as if adopted at a meeting duly noticed
	and held by the Corporation. This Joint Written Consent may be executed in
	counterparts and with facsimile signatures with the effect as if all parties
	hereto had executed the same document. All counterparts shall be construed
	together and shall constitute a single Joint Written Consent.<br><br><br>
	Zaxis International Inc.<br><br>By: /s/ Liron Carmel<br>Liron
	Carmel, Sole Director<br><br>Dated: January 8, 2015</p>

		<table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; height: 0%; font-size: small;" width="454">
		<tr>
			<td style="width: 60%; height: 1px; font-weight: bold;"><b>Names of Majority Consenting
			Stockholders</b></td>
			<td style="width: 20%; text-align: right; height: 1px"><b>Number of
			Shares</b></td>
			<td style="width: 20%; text-align: right; height: 1px"><b>Percentage</b></td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">&nbsp;&nbsp;</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
		</tr>
		<tr>

<font FACE="Times New Roman" SIZE="2">
			<td style="width: 60%; height: 1px">/s/ Eli Yoresh</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			1,650,000</td>
			<td align="right" style="width: 20%; height: 1px">9.07%</td>
	</font>
		</tr>
		<tr>

<font FACE="Times New Roman" SIZE="2">
			<td style="width: 60%; height: 1px">Name: Eli Yoresh</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
	</font>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">&nbsp;&nbsp;</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			&nbsp;</td>
			<td align="right" style="width: 20%; height: 1px">&nbsp;</td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">/s/ Kfir Silberman</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			2,475,000</td>
			<td align="right" style="width: 20%; height: 1px">13.61%</td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">Name: Kfir Silberman</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">&nbsp;&nbsp;</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">/s/ Amir Uziel</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			4,125,000</td>
			<td align="right" style="width: 20%; height: 1px">22.67%</td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">Name: Amir Uziel</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">&nbsp;&nbsp;</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">/s/ Lavi Krasney</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			4,125,000</td>
			<td align="right" style="width: 20%; height: 1px">22.67%</td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">Name: Lavi Krasney</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">&nbsp;&nbsp;</td>
			<td style="width: 20%; height: 1px">&nbsp;</td>
			<td style="width: 20%; height: 1px">&nbsp;</td>
		</tr>
		<tr>

<font FACE="Times New Roman" SIZE="2">
			<td style="width: 60%; height: 1px">/s/ Itschak Shrem</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			4,125,000</td>
			<td align="right" style="width: 20%; height: 1px">22.67%</td>
	</font>
		</tr>
		<tr>

<font FACE="Times New Roman" SIZE="2">
			<td style="width: 60%; height: 1px">Name: Itschak Shrem</td>
			<td style="width: 20%; height: 1px"></td>
			<td style="width: 20%; height: 1px"></td>
	</font>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">&nbsp;&nbsp;</td>
			<td style="width: 20%; height: 1px">&nbsp;</td>
			<td style="width: 20%; height: 1px">&nbsp;</td>
		</tr>
		<tr>
			<td style="width: 60%; height: 1px">Total</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-weight: 400; font-style: normal; text-decoration: none; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			16,500,000</td>
			<td align="right" style="border-style: none; border-color: inherit; border-width: medium; padding-top: 1px; padding-right: 1px; padding-left: 1px; color: black; font-size: 11.0pt; font-weight: 400; font-style: normal; text-decoration: none; font-family: Calibri, sans-serif; text-align: general; vertical-align: bottom; white-space: nowrap; width: 20%; height: 1px;">
			90.68%</td>
		</tr>
	</table>
	</font></div>
</font></font></font>
<hr NOSHADE SIZE="2">
<p Style='page-break-before:always'>

<font size="2">



	<p style="text-align: left"><b>Exhibit B</b></p>
	<p style="text-align: center"><b>STATE OF DELAWARE<br>CERTIFICATE OF
	AMENDMENT<br>OF <br>CERTIFICATE OF INCORPORATION</b></p>
	<p style="text-align: left">Zaxis International Inc., a corporation organized and existing under and by virtue
	of the General Corporation Law of the State of Delaware does hereby certify:<br>
	<br>FIRST: That at a meeting of the Board of Directors of <font size="2">
	Zaxis International Inc.</font> (the &quot;Corporation&quot;) resolutions were duly adopted setting
	forth a proposed amendment of the Certificate of Incorporation of said
	Corporation, declaring said amendment to be advisable and based upon the
	written consent of stockholders of said Corporation holding a majority of
	the outstanding shares of common stock for consideration thereof. The
	resolution setting forth the proposed amendment is as follows:<br><br>
	RESOLVED, that the Certificate of Incorporation of this Corporation be
	amended by changing the Article thereof numbered &quot;FIRST&quot; and
	"FOURTH" so that, as
	amended, said Articles shall be and read as follows:<br><br>FIRST: The name
	of the Corporation is: Emerald Medical Applications Corp.<br><br><font FACE="Times New Roman" SIZE="2">
	FOURTH: The total number of shares of capital stock which the Corporation
	shall be entitled to issue is Five Hundred Million (500,000,000) shares of
	capital stock consisting of Four Hundred Ninety Million (490,000,000) shares
	of Common Stock, par value $0.0001, and Ten Million (10,000,000) shares of
	Preferred Stock, par value $0.0001, and that the Board of Directors has the
	authority to establish one or more series of Preferred Stock and fix
	relative rights and preferences of any series of Preferred Stock to be
	determined by the Board of Directors.</font></p>
<p style="text-align: left">SECOND: That
	thereafter, pursuant to resolution of its Board of Directors, and based upon
	the written consent of holders of a majority of the shares of common of said
	Corporation in accordance with Section 228 of the General Corporation Law of
	the State of Delaware, the necessary number of shares as required by statute
	were voted in favor of the amendment.<br><br>THIRD: That said amendment was
	duly adopted in accordance with the provisions of Section 242 of the General
	Corporation Law of the State of Delaware.<br><br>IN WITNESS WHEREOF, said
	Corporation has caused this certificate to be signed this 15th day of
	January 2015. <br><br>By: <i>/s/ Liron Carmel</i><br>Name: Liron Carmel<br>
	Title: Chairman and Chief Executive Officer</p>
    </font>
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