<SEC-DOCUMENT>0001295345-15-000039.txt : 20150327
<SEC-HEADER>0001295345-15-000039.hdr.sgml : 20150327
<ACCEPTANCE-DATETIME>20150219172854
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ACCESSION NUMBER:		0001295345-15-000039
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150219

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:		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
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<p style="text-align: center"><font size="2"><b>ZAXIS INTERNATIONAL INC.<br />
</b>42 Ben Zvi Street<br />
Ramat Gan, Israel 5224747</p>
<p class="auto-style1">February 19, 2015</p>
<p>United States Securities and Exchange Commission<br />
Washington, DC 20549<br />
Attn: Dean Brazier, Staff Attorney</p>
<p>RE: Zaxis International Inc.<br />
File No. 0-15476<br />
Preliminary Information Statement on Schedule 14C<br />
Filed on January 15, 2015<br />
Staff Comment Letter dated February 6, 2015<br />
<br />
</p>
<p>Ladies and Gentlemen: <br><br>This letter is in response to the staff's
comment letter dated February 6, 2015, with respect to the above-referenced
Information Statement on Schedule 14C filed by Zaxis International Inc. (the
"Company") on January 15, 2015. We are submitting, together with this response
letter, the amendment to the Information Statement. For the convenience of the
staff, we have included each of the staff's comments numbered sequentially,
followed by our response to each numbered comment.<br><br>General <br><br><b>
Comment 1.</b> We note that your Board of Directors and Majority Consenting
Stockholders have ratified an amendment to your certificate of incorporation in
order to increase the number of authorized shares of your common stock available
for issuance. We also note your disclosure that, on December 30, 2014, you
entered into a Memorandum of Understanding with Emerald Medical Applications
Ltd., which contemplates that, subject to execution of a definitive agreement,
you will enter into a reverse merger with Emerald Medical Applications We
further note your statement that, following the proposed increase in authorized
common shares, you will be able to issue such shares for certain business
purposes, including but not limited to &quot;the reverse merger and related
transactions.&quot; If the amendments to your certificate of incorporation are being
made in connection with your obligations under such MOU, please revise your
preliminary information statement to provide all the disclosure required by
Schedule 14C regarding the reverse merger, including the disclosure under Item
14 of Schedule 14A. See Note A to Schedule 14A. Alternatively, explain why such
disclosure would not be required in this information statement. If the proposed
increase in authorized shares is not in any way related to any plans or
intentions to enter into a merger, consolidation, acquisition or similar
business transaction, please so state.<br><br><b>Response 1</b>. In response to
comment 1, we are filing together with this response letter an amended
Preliminary Information Statement on Schedule 14 C to significantly revise the
disclosure contained in the Company's initial Schedule 14C filed on January 15,
2015. <br><br>The staff should note that, among other revised disclosure, we
have deleted disclosure from the 14C/A and from the draft Certificate of
Amendment the proposal to change the name of the Company from Zaxis
International Inc. to Emerald Medical Applications Corp. (&quot;Emerald&quot;). To date,
the only agreement between the Company and Emerald is the Non-Binding Memorandum
of Understanding dated December 30, 2014 (the &quot;MOU&quot;) which was filed as an
exhibit to our Form 8-K on January 2, 2015.<br><br>Further, we do not intend to
enter into a definitive agreement with Emerald unless and until we have
concluded our due diligence and Emerald has delivered audited financial
statements for its fiscal years ended December 31, 2014 and 2013, among other
disclosure that would be necessary in order for us to prepare and file the
required Form 8-K/12 with the SEC under the Securities Exchange Act of 1934. <br>
<br>Nevertheless, it is the Company's intention, if and when we begin to
negotiate and finalize a definitive agreement with Emerald, to prepare and file
with the SEC a registration statement on Form S-1, contemporaneous with any
closing of the reverse merger transaction. The purpose of the S-1 will be for
registering a number of shares of the Company's common stock issuable under the
definitive agreement and will, of course, include full &quot;Form 10&quot; disclosure
regarding the Company and Emerald.<br><br>Our proposals to increase the number
of authorized shares of common stock from 100 million shares to 490 million
shares (the &quot;Share Increase&quot;) and the reverse stock split on a one-for-four
(1:4) basis (the &quot;Reverse Stock Split&quot;) are neither necessary nor required under
the terms of the MOU. However, the MOU does expressly provide that the Company
complete an equity raise of $800,000 (the &quot;Equity Raise&quot;). <br><br>The Company
has undertaken, pursuant to the provisions of the MOU, to complete the Equity
Raise, which it is conducting with the sale pursuant to Regulation S of units at
$0.40 (or $.10 pre-reverse). Each unit consists of one share of common stock and
one warrant to purchase an additional share at an exercise price of $.80 (or
$.20 pre-reverse). However, the issuance of the share certificates and warrants
under the Equity Raise will not take place until after the effective date of the
Reverse Stock Split.<br><br>At present, the Company has 18,195,126 shares of
common stock outstanding. The Equity Raise will result in the issuance of 8
million additional pre-reverse shares and the reservation of an additional 8
million pre-reverse shares underlying the warrants or a total of 34,195,126
pre-reverse shares outstanding including shares underlying the warrants. Without
implementation of the Reverse Stock Split or the Increase, the Company will have
available 65,804,874 shares of common stock for, among other purposes,
effectuating the reverse merger with Emerald which provides for the issuance of
less than 30 million shares or 45% of the then outstanding shares, excluding any
contingent earn-out shares that may be subject to issuance in the future. <br>
<br>Based upon the foregoing facts, we believe that &quot;the proposed increase in
authorized shares is not in any way related to any plans or intentions to enter
into a merger, consolidation, acquisition or similar business transaction&quot; and,
as a result, we are not required to provide all the disclosure required by
Schedule 14C regarding the reverse merger, including the disclosure under Item
14 of Schedule 14A. We have, however, included expanded disclosure regarding the
reasons for the Increase and the Reverse Stock Split and believe the disclosure
in the Schedule 14C/A is both accurate and adequate under the Exchange Act and
all applicable Exchange Act rules.<br><br>The Company acknowledges that the
Company and its management are in possession of all facts relating to its
disclosure in the Schedule 14C/A and are responsible for the accuracy and
adequacy of the disclosures we have made therein. The Company further
acknowledges that:<br>the Company is responsible for the adequacy and accuracy
of the disclosure in the 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 filing; and<br>the Company may not assert staff
comments as a defense in any proceeding initiated by <br>the Commission or any
person under the federal securities laws of the United States.<br><br>
Respectfully submitted,<br><br><br>Zaxis International Inc.<br><br>By: /s/ Liron
Carmel<br>Liron Carmel, Chief Executive Officer</p>

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