SecProbe.io

Mail Stop 3561

September 4, 2015

Liron Carmel
Chief Executive Officer
Zaxis International Inc.
7 Imber Street
Petach Tivka, 4951141

Re: Zaxis International Inc.
Registration Statement on Form S -1
Filed August 5, 2015
  File No. 333 -206105

Dear Mr. Carmel :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please  tell us why in your
response.

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

General

1. Please update your financial statements as required by Rule 8 -08 of Regulation S -X and
update the related information in your filing, such as your Management Discussion and
Analysis section, accordingly.

Prospectus Cover Page

2. We note disclosures throughout your filing indicating  that you are a shell company.
Stockholders who receive shares of common stock from a shell company are considered
underwriters in connection with any resale of those shares of common stock. Please refer
to SEC Release 33 -8869 (2007).  Accordingly, please revise your prospectus as follows:

Liron Carmel
Zaxis International Inc.
September 4, 2015
Page 2

  Please revise your disclosure to state that your selling shareholders are underwriters, not
“may be deemed” to be underwriters as disclosed on page 23.  Please identify your
selling shareholders as underwriters on the p rospectus cover page, under the Selling
Shareholders and Plan of Distribution sections, and elsewhere, as appropriate.

 Please revise your disclosure to state that the selling shareholders must offer and sell their
shares for a fixed price for the duration  of the offering and disclose the price at which the
selling shareholders will offer their shares.  In this regard, please revise throughout the
prospectus to remove any and all indications that selling shareholders have the ability to
sell their shares at  market prices.  Please note that the shares must be offered at a fixed
price because the company is not eligible to make an at -the-market offering under Rule
415(a)(1)(x) of Regulation C.

Management’s Discussion and Analysis, page 79

3. Please revise yo ur disclosure to clarify whether  you have established any formalized
agreements to sell your products and services.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or  the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, i n
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed

Liron Carmel
Zaxis International Inc.
September 4, 2015
Page 3

 public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Charlie Guidry, Sta ff Attorney, at 202 -551-3621 , Jennifer L ópez, Staff
Attorney, at 202-551-3792 , or me at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Jennifer L ópez for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Richard Rubin , Esq.