SecProbe.io

September 9, 2014

Via E-Mail
Mr. Ivo Heiden
Chief Executive Officer
Zaxis International, Inc.
6230 Wilshire Blvd., Suite 46
Los Angeles, CA  90048

Re: Zaxis International, Inc.
 Item 4.01 Form 8-K
Filed September 4, 2014
File No. 000 -15746

Dear Mr. Heiden :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within five business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply  to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Item 4.01 Form 8 -K, Fi led September 4, 2014

1. Please amend your Form 8 -K to disclose , if true,  that the audit report s of M cConnell &
Jones, LLP (McConnell & Jones) for the each of last two fiscal years ended December
31, 2013 and 2012 did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles, except
that such report s contained  explanatory paragraph s in respect to uncertainty as to your
ability to continue as a going concern.  Refer to Item 304(a)(1)(ii) of Regulation S -K and
Question 111.05 of our Compliance and Disclosure Interpretation on Regulation S -K,
available on our website at http://www.sec.gov/div isions/corpfin/guidance/regs -
kinterp.htm .

Mr. Ivo Heiden
Zaxis International, Inc.
September 9, 2014
Page 2

 2. Please revise your disclosure to state whether the decision to change accountants was
recommended or approved by your audit committee or your Board of Directors.  Refer to
Item 304(a)(1)(iii) of Regulation S -K.

3. Please amend your Form 8 -K to disclose whether during the two most recent fiscal years
ended December 31, 2013 and 2012 and any subsequent interim period  through
September 1, 2014, the date of M&K CPAS, PLLC’s (M&K) engagement, you consulted
with M&K reg arding (i) the application of accounting principles to a specified
transaction, (ii) the type of audit opinion that might be rendered on your financial
statements by M&K, in either case where written or oral advice provided by M&K would
be an important fac tor considered in reaching a decision as to any accounting, auditing or
financial reporting issues or (iii) any other matter that was the subject of a disagreement
between you and your former auditors, McConnell & Jones, LLP (McConnell & Jones),
or was a r eportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of
Regulation S -K, respectively).  Refer to Item 304(a)(2) of Regulation S -K.

4. Please file an updated Exhibit 16 letter  from McConnell & Jones with your amended
Form 8 -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Ivo Heiden
Zaxis International, Inc.
September 9, 2014
Page 3

 You may contact Sondra S nyder  at (202) 551-3332  if you have questions .  In her absence
you may contact me at (202) 551 -3737 .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief