SecProbe.io

CORRESP
 1
 filename1.htm

 Viewbix
Inc.

 3
Hanehoshet St

 Building
B, 7th floor

 Tel
Aviv, Israel 6971068

 July
29, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Viewbix
 Inc. (CIK 0000797542)

 Registration
 Statement No. 333-288886 on Form S-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Viewbix
Inc. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the
Securities Act of 1933, as amended, so that it may become effective on July 31, 2025 at 5:00 p.m., Eastern Time, or as soon thereafter
as is practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at (312) 364-1633. The Company hereby authorizes Mr. Huberman to orally modify or
withdraw this request for acceleration.

 Very truly yours,

 VIEWBIX INC.

 By:
 /s/
 Amihay Hadad

 Amihay Hadad

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Amihay Hadad
Chief Executive Officer
Viewbix Inc.
3 Hanehoshet St, Building B, 7th floor
Tel Aviv, Israel 6971068

 Re: Viewbix Inc.
 Registration Statement on Form S-1
 Filed July 23, 2025
 File No. 333-288886
Dear Amihay Hadad:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: David A. Huberman
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

Amihay Hadad
Chief Executive Officer
Viewbix Inc.
3 Hanehoshet St, Building B, 7th floor
Tel Aviv, Israel 6971068

 Re: Viewbix Inc.
 Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-288164
Dear Amihay Hadad:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: David Huberman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Viewbix
Inc.

 11
Derech Menachem Begin Street

 Ramat
Gan, Israel

 June
25, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Viewbix
 Inc. (CIK 0000797542)

 Registration
 Statement No. 333-288164 on Form S-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Viewbix
Inc. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the
Securities Act of 1933, as amended, so that it may become effective on June 26, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter
as is practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at +972 0.636.6006. The Company hereby authorizes Mr. Huberman to orally modify or
withdraw this request for acceleration.

 Very
 truly yours,

 VIEWBIX
 INC.

 By:
 /s/
 Amihay Hadad

 Amihay
 Hadad

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Viewbix
Inc.

 11
Derech Menachem Begin Street

 Ramat
Gan, Israel

 June
3, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE: Viewbix
Inc. (CIK 0000797542)

 Registration Statement No. 333-281143 on Form S-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Viewbix
Inc. hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the
Securities Act of 1933, as amended, so that it may become effective on June 5, 2025 at 8:00 a.m., Eastern Time, or as soon thereafter
as is practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at +972 0.636.6006. The Company hereby authorizes Mr. Huberman to orally modify or
withdraw this request for acceleration.

 Very
 truly yours,

 VIEWBIX
 INC.

 By:
 /s/
 Amihay Hadad

 Amihay
 Hadad

 Chief Executive Officer

February 6, 2025
Amihay Hadad
Chief Executive Officer
Viewbix Inc.
3 Hanehoshet St.
Building B, 7th floor,
Tel Aviv, Israel 5268104
Re:Viewbix Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 25, 2024
Form 10-Q for the Quarter Ended September 30, 2024
Filed November 19, 2024
File No. 000-15746
Dear Amihay Hadad:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

      January 21, 2025

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Division
of Corporation Finance

  Office of Technology

VIA
EDGAR

 Re: Viewbix
                                            Inc. (the “Company,” “Viewbix,” “we” or “us”)

Form
10-K for the Year Ended December 31, 2023

Filed
March 25, 2024

Form
10-Q for the Quarter Ended September 30, 2024

Filed
November 19, 2024

File
No. 000-15746

Dear
Madam or Sir:

We
hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) concerning the above-referenced filings that were provided to the Company by the Staff in its letter
dated December 20, 2024 and delivered to the Company on January 14, 2025 (the “Comment Letter”). To assist your review,
we have retyped the text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately
following each numbered comment.

Form
10-K for the Year Ended December 31, 2023

Liquidity
and Capital Resources, page 52

1. We
                                            note your discussion of cash flows repeats line items in the statement of cash flows, but
                                            does not provide investors with insight as to underlying reasons for changes. In future filings,
                                            please revise and expand your disclosure to provide such insight in accordance with Item
                                            303(b) of Regulation S-K.

Company
Response: We respectfully acknowledge the Staff’s comment, and will provide additional disclosures related to the cash flows
and the underlying reasons for changes in our future filings.

Item
9A Controls and Procedures, page 56

2. We
                                            note that your disclosure controls and procedures were not effective as of December 31, 2022,
                                            and that there appears to be no representation on page 55 about the effectiveness of Disclosure
                                            Controls and Procedures as of December 31, 2023. In future filings, please provide management’s
                                            assessment regarding the effectiveness of both the Company’s disclosure controls and
                                            procedures and internal control over financial reporting as of the end of the most recent
                                            fiscal year in accordance with Item 9A of Form 10-K.

Company
Response: We respectfully acknowledge the Staff’s comment, and will provide additional quantitative disclosures regarding management’s
assessment regarding the effectiveness of both the Company’s disclosure controls and procedures and internal control over financial
reporting in our future filings.

SEC Division of Corporation Finance

Office of Technology

January 21, 2025

Page 2

Form
10-Q for the Quarter Ended September 30. 2024

Financial
Statements

Notes
to Interim Condensed Consolidated Financial Statements

Note
5: Goodwill and Intangible Assets, Net, page 19

 3. Tell
                                            us how you considered the need to evaluate the recovery of your customer relations and technology
                                            intangible assets as of September 30, 2024 in light of the adverse impacts due to industry
                                            technological changes and your loss of customers. Refer to ASC 350-30-35-14 and ASC 360-10-35-21.

Company
Response: The Company has two main activities that are reported as separate operating segments: the search segment, which activity
is conducted by the Company’s subsidiary Gix Media Ltd., and the digital content segment, which activity is conducted by the Company’s
subsidiary Cortex Media Group Ltd.

The
carrying amount of intangible assets, including goodwill, as of September 30, 2024 and June 30, 2024, was largely comprised of intangible
assets related to the digital content segment, constituting approximately 82% of the overall net balance of intangible assets, as illustrated
in the following table:

    Intangible Assets, Net

    30/09/2024
    30/06/2024

    Digital content
    Search segment
    Total
    Digital content
    Search segment
    Total

    Customer Relations
      3,385
      550
      3,935
      3,577
      581
      4,158

    Technology
      4,827
      1,437
      6,264
      5,183
      1,542
      6,725

    Goodwill (before impairment)
      6,432
      1,083
      7,515
      11,171
      1,083
      12,254

    Internal-use Software
      -
      74
      74
      -
      113
      113

    Deferred Taxes
      (986 )
      (238 )
      (1,224 )
      (1,051 )
      (255 )
      (1,306 )

    Total Intangible Assets, Net
      13,658
      2,906
      16,564
      18,880
      3,064
      21,944

    Net Working Capital

      (782 )
      (1,401 )
      (2,183 )

    Carrying Value before Impairment

      18,098
      1,663
      19,761

    Carrying Value after Impairment

      13,359
      1,663
      15,022

    Goodwill Impairment

      4,739
      -
      4,739

During
the nine months period ending September 30, 2024, we recorded a goodwill impairment loss in the digital content segment of $4,739.

SEC
Division of Corporation Finance

Office
of Energy and Transportation

January
21, 2025

Page
3

Our
qualitative assessments to determine whether it is necessary to perform the quantitative impairment tests, with respect to customer relationships
and technology intangible assets as well as with respect to goodwill, and in relation to both of our operating segments, resulted in
the performance of quantitative impairment tests in accordance with ASC 360 with respect to customer relationships and technology intangible
assets in the performance of quantitative impairment tests in accordance with ASC 350 with respect to goodwill, as further described
below. These quantitative impairment tests resulted in no impairment loss recognized with respect to customer relationships and technology
intangible assets and with respect to goodwill in our search segment, and in an impairment loss of $4,739 thousand recognized with respect
to goodwill of our digital content segment and no impairment loss recognized with respect to customer relationships and technology intangible
assets of that segment.

We
respectfully advise the staff that while impairment loss was recognized with respect to goodwill of the digital content operating segment,
no impairment loss was recognized with respect to customer relationships and technology intangible assets of that segment due to the
different quantitative impairment test methods prescribed in ASC 360 and ASC 350 for the performance of these quantitative tests. In
accordance with ASC 360 the carrying amount of a long-lived asset or an asset group is not recoverable and an impairment loss is recognized
if that carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition
of the asset or asset group, while in accordance with ASC 350 If the carrying amount of a reporting unit exceeds its fair value, which
fair value is generally is calculated using discounted cash flows, an impairment loss is recognized in goodwill in an amount equal
to that excess.

More
specifically, we have performed the following steps in our testing for impairment with respect to intangible assets and goodwill in both
of our operating segments:

 ● We
                                            performed the quantitative impairment test in accordance with ASC 360 with respect to customer
                                            relationships and technology intangible assets, as follows:

 ◌ In
                                            accordance with ASC 360-10-35-23 through 35-25, which prescribe the criteria for grouping
                                            of assets for the purposes of testing impairment of intangible assets, we concluded cashflows
                                            generated from customer relationships and technology intangible assets in each of or our
                                            two reporting units are not independent of the cash flows of the other assets and liabilities
                                            within each of these reporting units. Accordingly, we identified all assets and liabilities
                                            of each of our reporting units as a single asset group for purposes of measurement of intangible
                                            assets impairment loss.

 ◌ In
                                            accordance with ASC 360-10-35-26, which prescribes the criteria for the inclusion of goodwill
                                            in an asset group, we included the respective carrying value of goodwill of each the two
                                            asset groups, as each of these asset groups is a reporting unit (which we also identified
                                            as a reportable segment - Note 11).

 ◌ In
                                            accordance with ASC 360-10-35-17, we compared the undiscounted cash flows expected
                                            to result from the use and eventual disposition of each of the two asset groups and concluded
                                            that an impairment loss is not to be recognized with respect to customer relationships and
                                            technology intangible assets in either segments, as the undiscounted cash flows expected
                                            to result from these asset groups of $3,201 and $26,617 in the search and digital content
                                            segments, respectively, exceeded the search and digital content asset group carrying amounts
                                            of $1,663 and 18,098$, respectively.

 ● We
                                            proceeded to perform the quantitative goodwill impairment test of each of our two reporting
                                            units in accordance with ASC 350-20-35:

 ◌ In
                                            our digital content reporting unit, our quantitative goodwill impairment test resulted in
                                            an impairment loss of $4,739 thousands, which in accordance with ASC 350-20-35-8 we recognized
                                            in goodwill (Note 5), given that the carrying value of this reporting unit of $18,098 exceeded
                                            our estimated fair value of this reporting unit of $13,359 by that amount.

SEC Division of
Corporation Finance

Office of Technology

January 21, 2025

Page 4

 ◌ In
                                            our search reporting unit, our quantitative goodwill impairment test resulted in no impairment
                                            loss being recognized given our estimated fair value of this reporting unit of $1,944 exceeded
                                            its carrying value of $1,663.

Management’s
Discussion and Analysis

Results
of Operations, page 42

 4. We
                                            note continuing material decline of Gix Media Search Platform revenues. In future filings,
                                            quantify direct model search referral and revenue losses due to changes and updates to browser
                                            technologies. Please also quantify how the number of indirect model searches received from
                                            third party strategic partners has changed between periods. Address known trends and uncertainties
                                            that are expected to have a material impact on these sources of revenues. Refer to Item 303(c)
                                            of Regulation S-K.

Company
Response: We respectfully acknowledge the Staff’s comment, and will provide additional disclosures in future filings that quantify
model search referral and revenue losses due to changes and updates to browser technologies, quantify how the number of indirect model
searches received from third party strategic partners has changed between periods in our future filings, and address known trends and
uncertainties that are expected to have a material impact on these sources of revenues.

We
appreciate your time and attention to our responses to the Staff’s comments set forth in this letter. Should you wish to discuss
this letter at any time, please do not hesitate to contact me at +972 536666611.

   Sincerely,

  /s/ Amihay Hadad

   Chief
Executive Officer

   Viewbix
Inc.

  cc:
   Joseph
Kempf

  Lisa
Haynes Etheredge

  (Securities
and Exchange Commission)

December 20, 2024
Amihay Hadad
Chief Executive Officer
Viewbix Inc.
3 Hanehoshet St.
Building B, 7th floor,
Tel Aviv, Israel 5268104
Re:Viewbix Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 25, 2024
Form 10-Q for the Quarter Ended September 30, 2024
Filed November 19, 2024
File No. 000-15746
Dear Amihay Hadad:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Liquidity and Capital Resources, page 52
1.We note your discussion of cash flows repeats line items in the statement of cash
flows, but does not provide investors with insight as to underlying reasons for
changes.  In future filings, please revise and expand your disclosure to provide such
insight in accordance with Item 303(b) of Regulation S-K.
Item 9A Controls and Procedures, page 56
We note that your disclosure controls and procedures were not effective as of
December 31, 2022, and that there appears to be no representation on page 55 about
the effectiveness of Disclosure Controls and Procedures as of December 31, 2023. In
future filings, please provide management's assessment regarding the effectiveness of 2.

December 20, 2024
Page 2
both the Company's disclosure controls and procedures and internal control over
financial reporting as of the end of the most recent fiscal year in accordance with Item
9A of Form 10-K.

Form 10-Q for the Quarter Ended September 30. 2024
Financial Statements
Notes to Interim Condensed Consolidated Financial Statements
Note 5: Goodwill and Intangible Assets, Net, page 19
3.Tell us how you considered the need to evaluate the recovery of your customer
relations and technology intangible assets as of September 30, 2024 in light of the
adverse impacts due to industry technological changes and your loss of customers.
Refer to ASC 350-30-35-14 and ASC 360-10-35-21.
Management's Discussion and Analysis
Results of Operations, page 42
4.We note continuing material decline of Gix Media Search Platform revenues.  In
future filings, quantify direct model search referral and revenue losses due to changes
and updates to browser technologies.  Please also quantify how the number of indirect
model searches received from third party strategic partners has changed between
periods.  Address known trends and uncertainties that are expected to have a material
impact on these sources of revenues. Refer to Item 303(c) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Joseph Kempf at 202-551-3352 or Lisa Haynes Etheredge at 202-551-
3424 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

August 5, 2024
Amihay Hadad
Chief Executive Officer
Viewbix Inc.
3 Hanehoshet St, Building B, 7th floor
Tel Aviv, Israel 6971068
Re:Viewbix Inc.
Registration Statement on Form S-1
Filed July 31, 2024
File No. 333-281143
Dear Amihay Hadad:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin at 202-551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David Huberman

August 16, 2019
Alon Dayan
Chief Executive Officer
Virtual Crypto Technologies, Inc.
11 Ha’amal Street
Rosh Ha’ayin, Israel
Re:Virtual Crypto Technologies, Inc.
Form 8-K
Filed July 25, 2019
Dear Mr. Dayan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
1
filename1.htm

August
13, 2019

SUBMITTED
VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg, Staff Attorney

    Lilyanna
    Peyser, Special Counsel

    Re:
    Virtual Crypto Technologies,
    Inc.

    Form 8-K

    Filed July 25, 2019

    File No. 000-15746-19975121

Dear
Mr. Anderegg:

This
letter sets forth the response of Viewbix Inc. (f/k/a Virtual Crypto Technologies, Inc.) (the “Company” or the “Registrant”)
to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained
in its letter, dated July 31, 2019 (the “Comment Letter”), relating to the above referenced Form 8-K filed by the
Registrant on July 25, 2019 (the “8-K”).

For
ease of reference, set forth below is the Company’s response to the comment preceded by the comment, which is included in
bold italics. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning set forth in the 8-K.

1.
Based on your Form 10-Q for the fiscal quarter ended March 31, 2019, it appears that you were a shell company, as defined in Exchange
Act Rule 12b-2, prior to the transactions described in the Form 8-K. In this regard, we note that, as of March 31, 2019, you had
no assets other than cash and cash equivalents and no or nominal operations. Please provide us with your analysis of whether the
transactions described in the Form 8-K resulted in a change in your shell company status. If they did, please amend the Form 8-K
to include the disclosure required by Items 2.01(f) and 5.06 of Form 8-K, including the financial statements required by Items
9.01(a) and (b) of Form 8-K.

In
response to the Staff’s comment, the Company respectfully submits that the Company is not and was not a “shell company”
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Act”). Rule 12b-2 of the Act
defines a shell company as “a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB,
that has: (1) no or nominal operations; and (2) either: (i) no or nominal assets; (ii) assets consisting solely of cash and cash
equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.”

In
adopting the definition of a shell company in SEC Release No. 33-8587 (the “Release”), the Commission stated that
it intentionally did not define the term “nominal” and it did not set a quantitative threshold of what constitutes
a shell company. In the Release, the Commission states:

“We
are not defining the term “nominal,” as we believe that this term embodies the principle that we seek to apply and
is not inappropriately vague or ambiguous. We have considered the comment that a quantitative threshold would improve the definition
of a shell company; however, we believe that quantitative thresholds would, in this context, present a serious potential problem,
as they would be more easily circumvented. We believe further specification of the meaning of “nominal” in the definition
of a “shell company” is unnecessary and would make circumventing the intent of our regulations and the fraudulent
misuse of shell companies easier.”

As
such, under the Rule, the threshold for what is considered “nominal” is, to a large degree, based upon facts and circumstances
of each individual case.

As
more fully set forth below, the Company is of the position that its current business operations and assets exceed any classification
as “nominal” and therefore, the Company was not, is not, and should not be, classified as a “shell company”.

1.
On January 17, 2018, the Company formed a wholly-owned subsidiary Virtual Crypto Technologies Ltd. (the “Subsidiary”),
a company organized under the laws of Israel, through which all active technology, product development and marketing activities
have been carried out by the Company.

2.
The Company, through the Subsidiary, completed the development of an algorithm that predicts the likelihood of clearing a virtual
currency in a BlockChain transaction, which was intended to serve as an efficient conversion tool of virtual currencies into fiat
coins and vice versa (the “Algorithm”). The Company’s business plan was based on marketing and selling certain
products based on the Algorithm, and the Company has believed that the Algorithm would make virtual currencies further accessible
to the traders.

3.
The Company, through the Subsidiary, has developed products for public use as well as for small businesses, including ATMs and
clearance terminals, and since the second half of 2018, the Company was engaged in certain ongoing efforts to market its products
concurrent with its continued focus on improving the Algorithm. Given the downturn of the Cryptocurrencies markets, the Company
sustained difficulties in generating sales from such marketing efforts. The Company has attached to this Letter, as Exhibit
A, a presentation prepared and delivered by the Subsidiary to promote “NetoBit”, a line of products developed
by the Subsidiary during the calendar year of 2018 and which was marketed to potential customers as recently as the first half
of 2019.

4.
The Subsidiary employed an active management team up until the closing of the Share Exchange Agreement on July 25, 2019 (the “Share
Exchange Closing”), as further described in the 8-K. The Subsidiary’s executive employees included, among others,
Mr. Ronen Fattal, an experienced marketing executive, who was promoted in late 2018 to the position of full-time Chief Executive
Officer, and Mr. Or Elkin, a software engineer, who had been employed by the Subsidiary since approximately the Subsidiary’s
inception and served as its full-time Chief Technology Officer until the Share Exchange Closing, in which capacity he focused
on improving and maintaining the Subsidiary’s primary algorithm and intellectual property.

5.
Mr. Alon Dayan, the Company’s outgoing Chief Executive Officer, as well as other consultants and marketing firms, have been
actively supporting the Company’s marketing activities. Particularly in the Subsidiary’s situation, management has
been working at implementing the Subsidiary’s core business strategy, including, but not limited to, by engaging a marketing
professional as recently as December of 2018, in an effort to assist the Subsidiary with identifying additional sales opportunities
and revenue targets.

6.
In December of 2018, the Company, through its Subsidiary, attempted to receive a financing grant from the Israel Innovation Authority
(formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry, or the OCS) (the “IIA”)
for certain research and development programs of the Subsidiary that met the IIA’s specified criteria.

7.
Simultaneous with the Company’s aforementioned efforts to stimulate interest in the Company’s product portfolio, including
products developed and marketed by the Subsidiary, the Company met with and engaged certain strategic business partners and considered
alternative business strategies in order to maximize shareholder value. In February of 2019, the Company’s management determined
that, subject to a positive tax-ruling from the Israeli Tax Authority (the “ITA”) and other approvals necessary for
the consummation of the Share Exchange Agreement, it was the appropriate business decision to invest the Company’s time
and assets in the acquired products and intellectual property of Viewbix Ltd. given the uncertainties associated with the BlockChain
industry and irrespective of the Company’s recent marketing and sales campaigns. As was reported in the Registrant’s
Report on Form 8-K as filed with the SEC on February 7, 2019, obtaining a positive tax-ruling from the ITA was a condition to
closing the Share Exchange Agreement, and since the Company was not afforded any tangible assurance that such a determination
by the ITA would be given, the Company resolved to maintain its marketing, research and development, and sales efforts up through
the Share Exchange Closing.

The
foregoing demonstrates the Company has engaged in definitive business operations since its inception through its recent strategic
business transaction, as described in the 8-K, primarily as evidenced through, inter alia the research and development
of certain products, and the engagement of various executive employees and external consultants and advisors to assist the Company
and the Subsidiary in exploring and identifying lucrative business opportunities. Accordingly, the Company’s current business
operations exceed the threshold of “nominal”, as defined in Rule 12b-2 of the Act, and, therefore, the Company should
not be classified, either currently or previously, as a “shell company”.

The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

The
Company respectfully requests the Staff’s assistance in completing the review of this response letter. Thank you in advance
for your attention to the above.

    Sincerely,

    Viewbix Inc.

    /s/
    Alon Dayan

    Alon
        Dayan

        Director

cc:
Shachar Hadar, Meitar Liquornik Geva Leshem Tal

July 31, 2019
Alon Dayan
Chief Executive Officer
Virtual Crypto Technologies, Inc.
11 Ha’amal Street
Rosh Ha’ayin, Israel
Re:Virtual Crypto Technologies, Inc.
Form 8-K
Filed July 25, 2019
Dear Mr. Dayan:
            We have reviewed your filing and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed July 25, 2019
Item 2.01 Completion of Acquisition or Disposition of Assets, page 2
1.Based on your Form 10-Q for the fiscal quarter ended March 31, 2019, it appears that you
were a shell company, as defined in Exchange Act Rule 12b-2, prior to the transactions
described in the Form 8-K.  In this regard, we note that, as of March 31, 2019, you had no
assets other than cash and cash equivalents and no or nominal operations.  Please provide
us with your analysis of whether the transactions described in the Form 8-K resulted in a
change in your shell company status.  If they did, please amend the Form 8-K to include
the disclosure required by Items 2.01(f) and 5.06 of Form 8-K, including the financial
statements required by Item 9.01(a) and (b) of Form 8-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameAlon Dayan
 Comapany NameVirtual Crypto Technologies, Inc.
 July 31, 2019 Page 2
 FirstName LastName
Alon Dayan
Virtual Crypto Technologies, Inc.
July 31, 2019
Page 2
            You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Lilyanna Peyser,
Special Counsel, at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

April 3, 2019
Alon Dayan
Director and Chief Executive Officer
Virtual Crypto Technologies, Inc.
11 Ha’amal Street
Tel Aviv, Israel
Re:Virtual Crypto Technologies, Inc.
Preliminary Information Statement on
Schedule 14C
Filed February 26, 2019
File No. 000-15746
Dear Mr. Dayan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Shachar Hadar

CORRESP
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March
25, 2019

SUBMITTED
VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mara Ransom

    Re:
    Virtual Crypto Technologies,
    Inc.

    Preliminary Information
    Statement on Schedule 14C

    Filed February 26,
    2019

    File No. 000-15746

Dear
Ms. Ransom:

This
letter sets forth the response of Virtual Crypto Technologies, Inc. (the “Company”) to the comment of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission contained in its letter, dated March 21, 2019 (the “Comment
Letter”), relating to the above referenced Preliminary Information Statement on Schedule 14C (the “Preliminary 14C”).

For
ease of reference, set forth below is the Company’s response to the comment preceded by the comment, which is included in
bold italics. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings set forth in the
Preliminary 14C.

1.
We note your disclosure that the Reverse Stock Split is a condition to closing of the Share Exchange Agreement, which you have
entered into to acquire 99.83% of Algomizer Ltd.’s holdings in Viewbix, Ltd. Because shareholders will not have a separate
opportunity to vote upon your acquisition of the interest in Viewbix, Ltd., please revise your preliminary information statement
to provide the disclosures required by Item 1 of Schedule 14C, which refers to Items 11, 13, and 14 of Schedule 14A, pursuant
to Note A of Schedule 14A. Alternatively, provide us with a detailed legal analysis of why this information is not required.

In
response to the Staff’s comment, the Company advises the Staff that the Company previously considered the instructions in
Note A to Schedule 14A in determining whether to include the disclosures required by Items 11, 13 and 14 of Schedule 14A in the
Preliminary 14C. After review and consideration, the Company determined, and continues to believe, that the instruction is inapplicable
with respect to the reverse stock split and that the information required by these items is not material to, and could potentially
mislead, its stockholders in connection with effecting of the reverse stock split.

Note
A to Schedule 14A acknowledges that certain proposals to be acted upon by stockholders may involve other matters, and would therefore
require the disclosure of information pursuant to, more than one item of Schedule 14A. In the case of the contemplated reverse
stock split, while it is the case that the reverse stock split is a closing condition under the Share Exchange Agreement, it is,
and has been, the Company’s intention to effect such reverse stock split in any event, whether or not the Share Exchange
Agreement will be consummated. At this time, there is no assurance if and when the Share Exchange Agreement will be consummated.
The closing of such agreement is conditioned upon, among others, the acceptance by the Israeli Tax Authority of Algomizer’s
request to issue a tax ruling.

In
addition, if and when the Share Exchange Agreement will be consummated, the Company will be required to file similar information
to the information required under Items 11, 13 and 14 of Schedule 14A under Items 2.01 and 9.01 of Form 8-K. Since no proxies
are solicited under the Preliminary 14C, stockholders are not affected by the timing of the disclosure and will be provided all
information when and if the transactions under the Share Exchange Agreement actually close.

In
light of the foregoing, the Company respectfully submits that the information required by Items 11, 13 and 14 of Schedule 14A
is inapplicable in these circumstances. Such information, if included in the Preliminary 14C, may in fact cause confusion regarding
the nature of the reverse stock split and mislead stockholders into believing that the Company will not conduct a reverse stock
split in the event that the Share Exchange Agreement will not be consummated. Such disclosure may also mislead other stockholders
into believing that the transactions under the Share Exchange Agreement have been consummated. We do, however, believe the Staff’s
comment highlights an important point of potential confusion to stockholders in the Preliminary 14C, and the Company will accordingly
revise the Definitive Information Statement on Schedule 14C to state that the Company will effect a reverse stock split of the
Company’s Common Stock at a ratio of 1-for-15, with or without connection to the Share Exchange Agreement.

The
Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

The
Company respectfully requests the Staff’s assistance in completing the review of this response letter. Thank you in advance
for your attention to the above.

    Sincerely,

    Virtual Crypto Technologies, Inc

    /s/
    Gadi Levin

    Gadi
        Levin

        Chief
        Financial Officer

cc:
Shachar Hadar, Meitar Liquornik Geva Leshem Tal

March 21, 2019
Alon Dayan
Director and Chief Executive Officer
Virtual Crypto Technologies, Inc.
11 Ha’amal Street
Tel Aviv, Israel
Re:Virtual Crypto Technologies, Inc.
Preliminary Information Statement on
Schedule 14C
Filed February 26, 2019
File No. 000-15746
Dear Mr. Dayan:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Information Statement on Schedule 14C filed February 26, 2019
General
1.We note your disclosure that the Reverse Stock Split is a condition to closing of the Share
Exchange Agreement, which you have entered into to acquire 99.83% of Algomizer Ltd.'s
holdings in Viewbix, Ltd.  Because shareholders will not have a separate opportunity to
vote upon your acquisition of the interest in Viewbix, Ltd., please revise your preliminary
information statement to provide the disclosures required by Item 1 of Schedule 14C,
which refers to Items 11, 13, and 14 of Schedule 14A, pursuant to Note A of Schedule
14A.  Alternatively, provide us with a detailed legal analysis of why this information is
not required.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameAlon Dayan
 Comapany NameVirtual Crypto Technologies, Inc.
 March 21, 2019 Page 2
 FirstName LastName
Alon Dayan
Virtual Crypto Technologies, Inc.
March 21, 2019
Page 2
            Please contact Katherine Bagley, Staff Attorney, at (202) 551-2545 or Mara Ransom,
Assistant Director, at (202) 551-3264 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Shachar Hadar

CORRESP
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Emerald Medical Applications Corp.

7 Imber Street
Petach Tikva, 4951141 Israel

January 15, 2016

US Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Attention: Mara L. Ransom, Assistant Director

Re: Emerald Medical Applications Corp.

Registration Statement on Form S-1

Commission File No. 333-206105

Request for Acceleration

Ladies and Gentlemen:

On behalf of Emerald Medical
Applications Corp. this is to request that the above-referenced
registration statement be declared effective by the Commission on January 20,
2016 at
9:30 a.m. EST or as soon thereafter as reasonably practicable.

The Company acknowledges that since the Company and its
management are in possession of all facts relating to a Company's disclosure,
the Company and its management are responsible for the accuracy and adequacy of
the disclosures they have made.

The Company acknowledges 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, in 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.

Respectfully
submitted,

/s/: Lior Wayn
Lior Wayn, Chief Executive Officer

Mail Stop 3561

January 14, 2016

Liron Carmel
Chief Executive Officer
Emerald Medical Applications Corp .
7 Imber Street
Petach Tivka, 4951141

Re: Emerald Medical Applications Corp .
Amendment No. 3 to Registration Statement on Form S-1
Filed January 7, 2016
  File No. 333-206105

Dear Mr. Carmel :

We have reviewed your amended registration statement and have the following comment .
In our comment , 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 comment appl ies to your facts and
circumstances or do not bel ieve an amendment is appropriate, please  tell us why in your
response.

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

Executive Compensation , page 84

1. Please revise to provide the information required by Item 402 of Regulation S -K for the
fiscal year ended December 31, 2015.  For guidance, refer to Question 117.05 of our
Regulation S -K Compliance and Disclosure Interpretations.

Liron Carmel
Emerald Medical Applications Corp
January 14, 2016
Page 2

 Please  contact Charlie Guidry, Staff 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  López for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Richard Rubin, Esq.

CORRESP
1
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Emerald Medical Applications Corp.

7 Imber Street
Petach Tikva, 4951141 IsraelJanuary
14, 2016

United States Securities and Exchange Commission
Washington, D.C. 20549

Mail Stop 3561

Re: Emerald Medical Applications Corp.
Amendment No. 3
to Registration Statement on Form S-1
Filed January 7, 2016
File No.
333-206105

Ladies and Gentlemen:

We are submitting this letter in
response to the staff's comment letter dated January 14, 2016 addressed to
Emerald Medical Applications Corp. (the "Registrant"). For the convenience of
the staff, we have included each staff comment, numbered sequentially, followed
by our response, also numbered sequentially.

Executive Compensation, page
84

Comment 1. Please revise to provide the information required by Item
402 of Regulation S-K for the fiscal year ended December 31, 2015. For guidance,
refer to Question 117.05 of our Regulation S-K Compliance and Disclosure
Interpretations.

Response 1. We have revised the disclosure
under "Executive Compensation" to include the fiscal year ended December 31,
2015.

Respectfully
submitted,

/s/: Lior Wayn
Lior Wayn, Chief Executive Officer

CORRESP
1
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Emerald Medical Applications Corp.

7 Imber Street
Petach Tikva, 4951141 IsraelJanuary 7, 2016

United States Securities and Exchange Commission
Washington, D.C. 20549

Mail Stop 3561

Re: Emerald Medical Applications Corp.
Amendment No. 2
to Registration Statement on Form S-1
Filed December 2, 2015
File No.
333-206105

Ladies and Gentlemen:

We are submitting this letter in
response to the staff's comment letter dated December 21, 2015 addressed to
Emerald Medical Applications Corp. (the "Registrant"). For the convenience of
the staff, we have included each staff comment, numbered sequentially, followed
by our response, also numbered sequentially.
General
Comment 1. We note
your response to comment 1 that none of the shares currently registered were
issued while you were a shell company. However, your disclosure under Item 15
appears to indicate that some of the selling shareholders received the shares
being registered prior to July 14, 2015, when you ceased being a shell company,
as stated in your response letter dated October 2, 2015. Please clarify and tell
us whether any of the shares being registered were issued in a transaction
specified in Rule 145(a) of the Securities Act of 1933. Please refer to SEC
Release 33-8869 (2007).

Response 1. We have revised the disclosure
throughout the registration statement related to the date that the Registrant
ceased to be a shell company the date(s) of issuance of the shares of common
stock, including shares underlying the Class B Warrants, being registered in
Amendment No. 3 to the S-1. The revised disclosure is contained under the
following captions:
(i) Prospectus Summary: In the new 4th paragraph under
Prospectus Summary, we have included disclosure of the loans made by the
Registrant to Emerald Medical Applications Ltd from early February through June
2015, which was both prior and subsequent to the execution of the Share Exchange
Agreement on March 16, 2015. We have also disclosed that the Registrant's CFO
was appointed as CFO of Emerald Medical Applications Ltd in February 2015. As a
result, we have disclosed that by the end of May 2015, the Registrant was in
effective control over the business and financial operations and decisions of
Emerald and ceased to be a shell company by that time;
(ii) Selling Security
Holders: We have disclosed that virtually all of the shares being registered,
including shares underlying the Class B Warrants, were issued during the period
from June through September, 2015, after the Registrant ceased to be a shell
company. We have added a column to the "Selling Security Holders" table to
include the dates of issuance of all shares being registered. Cross reference is
also made to the table under "Market for Common Equity and Related Stockholder
Matters" and the sub-caption "Sale of Unregistered Securities" which also
contain the additional column "Dates of Issuance." The staff should note that
the 173,500 shares previously being offered by SASN Ideas Ltd, as a selling
shareholder, have been removed because these shares were issued on or about
March 17, 2015, at which date the Registrant may have still been deemed to be a
shell company. Please note that the removal of the SASN shares has been
reflected throughout the prospectus.
(iii) Item 15. Recent Sales of
Unregistered Securities: We have made similar disclosure revisions under Part
II, Item 15, in the paragraph immediately preceding the 2nd table under this
section as well as in the subject table.

Finally, none of the shares
being registered were issued in transactions under Rule 145(a).

Comment
2. On page 22 you indicate that Oded Gilboa is your former CFO, but elsewhere in
your filing, including the signature page, Mr. Gilboa is named as your current
CFO. Please revise to ensure consistency throughout your filing.

Response
2. We have conformed the disclosure by the deletion of the word "former" when
referring to Mr. Gilboa, who continues to serve as our CFO.

Emerald
Medical Applications Corp.
January 7, 2016
Page 2

Legal
Proceedings, page 36

Comment 3. Please update this section to include the
information in your Current Report on Form 8-K filed December 8, 2015. Please
refer to Item 103 of Regulation S-K. Also, make similar revisions to the section
titled "Recent Sales of Unregistered Securities."

Response 3. We have
included updated disclosure under "Legal Proceedings" regarding the settlement
and the fact that the settlement was reported in the Registrant's Form 8-K filed
on December 8, 2015. We have also added the Item 3.02 from disclosure from the
same 8-K under the subcaption "Sale of Unregistered Securities" in response to
the second sentence of comment 3.

Exhibit 5

Comment 4. Please have
counsel revise the legality opinion, stating, if true, that the shares
underlying the Class B Warrants, when issued, will be validly issued, fully
paid, and non-assessable. See Staff Legal Bulletin No. 19 (CF), Section
II.B.1.f, which is available on our website.

Response 4. Counsel's legal
opinion has been revised pursuant to this comment.

Respectfully
submitted,

/s/: Lior Wayn
Lior Wayn, Chief Executive Officer

Mail Stop 3561

December 21 , 2015

Liron Carmel
Chief Executive Officer
Emerald Medical Applications Corp .
7 Imber Street
Petach Tivka, 4951141

Re: Emerald Medical Applications Corp .
Amendment No. 2 to Registration Statement on Form S-1
Filed December  2, 2015
  File No. 333-206105

Dear Mr. Carmel :

We have reviewed your amended registration statement and have the following
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 bel ieve an amendment is appropriate, 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.   Unless  we note
otherwise , our references to prior comments are to comments in our October  26, 2015  letter .

General

1. We note your response to comment 1 that none of the shares currently registered were
issued while you were a shell company.  However, your disclosure under Item 15 appear s
to indicate that some of the selling shareholders  received the shares being registered prior
to July  14, 2015, when you ceased being a shell company , as stated in your response
letter dated October 2, 2015.  Please clarify and tell us whether any of the shares being
registered were issued in a transaction specified in Rule 145(a)  of the Securities Act of
1933 .  Please refer to SEC Rel ease 33 -8869 (2007).

2. On page 22 you indicate that Oded Gilboa is your former CFO, but elsewhere in your
filing , including the signature page , Mr. Gilboa is named as your current CFO.  Please
revise to ensure consistency throughout your filing .

Liron Carmel
Zaxis International Inc.
December 21 , 2015
Page 2

 Legal Proceedings, page 36

3. Please update this section  to include the information in your Current Report on Form 8 -K
filed December 8, 2015.  Please refer to Item 103 of Regulation S -K.  Also, make similar
revisions to the section titl ed “Recent Sales of Unregistered Securities.”

Exhibit  5

4. Please have counsel revise the  legality opinion, stating, if true, that the shares underlying
the Class B Warrants, when issued, will be validly issued, fully paid, and non -assessable.
See Staff  Legal Bulletin No. 19 (CF) , Section II.B.1.f, which is available on our website.

Please contact Charlie Guidry, Staff 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.

CORRESP
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Emerald Medical Applications Corp.

7 Imber Street

Petach Tikva, 4951141 Israel

December 2, 2015

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 3561

Re: Zaxis International Inc. k/n/a Emerald Medical Applications Corp.

Amendment to Registration Statement on Form S-1

Filed October 2, 2015

File No. 333-206105

Ladies and Gentlemen:

We are submitting this letter in response to the staff's comment letter dated
October 26, 2015 addressed to Zaxis International Inc. k/n/a Emerald Medical
Applications Corp. (the "Registrant"). For the convenience of the staff, we have
included each staff comment, numbered sequentially, followed by our response,
also numbered sequentially.

General

Comment 1. We note your response to comment 2 that following the closing of the
Share Exchange Agreement you ceased to be a shell company. Please tell us if the
selling shareholders received the securities being registered for resale while
you were a shell company. Shareholders that receive shares of a shell company
are considered underwriters in connection with the resale of those securities,
as specified in Rule 144(i). Accordingly, please identify the selling
shareholders as underwriters. Additionally, you must conduct the offering for
resale of these securities at a fixed price for the duration of the offering. If
applicable, please revise your registration statement accordingly.

Response 1. As a result of the significant reduction in the size of the offering
and the fact that the shares including in the Registration Statement do not
include any shares issued, or warrants granted, while the Company was a "shell"
company, we believe that the comment regarding "selling shareholders as
underwriters" is no longer applicable and, as a result, we have not identified
any selling shareholders as underwriters nor have we included disclosure that
"resale of these securities [must] be at a fixed price."

Comment 2. Please also note that given the nature of the offering, the lack of
liquid market for your shares, the size of the offering compared to the number
of shares outstanding held by non-affiliates, and the length of time the selling
shareholders have held the shares, it appears that these securities might be
being offered by you or on your behalf. If this is the case, the offering is not
eligible to be conducted on a continuous or delayed basis pursuant to Rule
415(a)(1)(i) of Regulation C. Additionally, because the offered securities are
not qualified to be registered on Form S-3, you are not able to make an at the
market offering pursuant to Rules 415(a)(1)(x) and 415(a)(4)of Regulation C.

Please revise the registration statement to name the selling stockholders as
underwriters; to disclose that the selling stockholders must resell their shares
at a fixed price throughout the offering; and to make conforming changes to the
prospectus, including the cover page, summary of the offering, and plan of
distribution sections. Alternatively, please provide us with a detailed analysis
of why this offering is not being conducted by you or on your behalf. The
analysis should address all of the factors set forth in Securities Act Rules
Compliance and Disclosure Interpretation 612.09.

Response 2. In response to the staff's comment, we have revised the offering to
significantly reduce the size of the offering from 19,361,758 shares to
6,964,547 shares. The reduction was achieved by: (i) removing all of the
4,125,000 shares issued in December 2014 to the 5 individuals that have been
defined as "underwriters" because these shares were issued while the Company was
still a "shell" company; (ii) removing all of the shares underlying the Class A
and Class C Warrants; (iii) registering only the 4,464,547 shares issued to
shareholders after the Registrant ceased being a "shell" company; and (iv)
registering the 2,500,000 shares underlying the Class B, all of which were
granted after the Company ceased being a shell company.

As a result of these significant reductions in the size and nature of the
offering, registering only 6,964,547 shares, rather than 19,361,758 shares which
were included in amendment no. 1 to the Registration Statement, and the fact
that all of the shares being registered [including shares underlying the Class B
Warrants] were issued after the Company ceased to be a "shell" company, we
believe that the staff's comment 2 is no longer applicable. As a result, we
believe that the offering may be made in compliance with Rule 415(a)(1)(i).

Comment 3. We note your response to comment 3 that you "expect to generate
significant revenues" from your business activities before the first half of
fiscal 2016. Please disclose the basis for this statement. In this regard, we
note that you have no revenues and you have only recently "completed [the]
development of a commercially ready model."

Response 3. In response to this comment, we have deleted the statement that we
"expect to "generate significant revenues." Instead, we have revised the
disclosure on pages 6, 2 and 79 to state that we believe that we will generate
revenues during the first half of 2016.

Exhibits

Comment 4. We note your response to comment 3 and your indication that you have
entered into distribution agreements with unaffiliated third parties. Pursuant
to Item 601(b)(10) of Regulation S-K, please file these agreements with your
next amendment.

Response 4. On October 2, 2015, we filed as part of Amendment no. 1 exhibits
10.13 through 10.15, which contained our distribution agreements with
third-parties for: (i) Italy, (ii) the Netherlands, and (iii) Australia, New
Zealand and Oceania, and as exhibit 10.16, we filed our third-party project
agreement in Greece. While we continue to negotiate additional agreements, we
have not signed any other agreements since filing Amendment no. 1.

Respectfully submitted,

/s/: Lior Wayn

Lior Wayn, Chief Executive Officer

Mail Stop 3561

October 26, 2015

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

Re: Zaxis International Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 2, 2015
  File No. 333-206105

Dear Mr. Carmel :

We have reviewed your amended registration statement and have the following
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 bel ieve an amendment is appropriate, 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.   Unless  we note
otherwise , our references to prior comments are to comments in our September 4, 2015  letter .

General

1. We note your response to comment 2 that following the closing of the Share Exchange
Agreement you ceased to be a shell company.   Please tell us if the selling shareholders
received the securities being registered for resale while you were a shell company.
Shareholders that receive shares of a shell company are considered und erwriters in
connection with the  resale of those securiti es, as specified in Rule 144(i).  Accordingly,
please identify the selling shareholders as underwriters.  Additionally, you must conduct
the offering for resale of these securities at a fixed price for the duration of the offering. If
applicable, please re vise your registration statement accordingly.

2. Please also note that g iven the nature of the offering, the lack of liquid market for your
shares, the size of the offering compared to the number of shares outstanding held by

Liron Carmel
Zaxis International Inc.
October 26, 2015
Page 2

 non-affiliates, and the length of time the selling shareholders have held the shares, it
appears that these securities might be being offered by you or on your behalf.  If this is
the case, the offering is not eligible to be conducted on a continuous or delayed basis
pursuant to Rule 415(a)(1)(i) of Regulation  C.  Additionally, because the offered
securities are not qualified to be registered on Form S -3, you are not able to make an at
the market offering pursuant to Rules 415(a)(1)(x) and 415(a)(4)of Regulation C.

Please revise the registration statement to n ame the selling stockholders as underwriters;
to disclose that the selling stockholders must resell their shares at a fixed price throughout
the offering; and to make conforming changes to the prospectus, including the cover
page, summary of the offering, and plan of distribution sections.  Alternatively, please
provide us with a detailed analysis of why this offering is not being conducted by you or
on your behalf.  The analysis should address all of the factors set forth in Securities Act
Rules Compliance  and Disclosure Interpretation 612.09.

3. We note your response to comment 3 that you “expect to generate significant revenues”
from your business activities before the first half of fiscal 2016. Please disclose the basis
for this statement. In this regar d, we note that you have no revenues and you have only
recently “completed [the] development of a commercially ready model.”

Exhibits

4. We note your response  to comment 3 and your indication that you have entered into
distribution agreements with unaffiliated third parties. Pursuant to Item 601(b)(10) of
Regulation S -K, please file thes e agreements with your next amendment.

Please contact Charlie Guidry, Staff Attorney, at 202 -551-3621 or Jennifer López, Staff
Attorney, at 202 -551-3792 , or me at 202-551-3264  with any other questions.

Sincerely,

 /s/ Jennifer L ópez for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Richard Rubin, Esq.

CORRESP
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Zaxis International Inc.

7 Imber Street

Petach Tivka, 4951141 Israel

October 2, 2015

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 3561

Re: Zaxis International Inc.

Registration Statement on Form S-1

Filed August 5, 2015

File No. 333-206105

Ladies and Gentlemen:

We are submitting this letter in response to the staff's comment letter dated
September 4, 2015 addressed to Zaxis International Inc. (the "Registrant"). For
the convenience of the staff we have included each staff comment, numbered
sequentially, followed by our response, also numbered sequentially.

General

Comment 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.

Response 1. We have updated the financial statements as required by Rule 8-08 of
Regulation S-X including the disclosure under MD&A, through the period ended
June 30, 2015.

Prospectus Cover Page

Comment 2. We note disclosures throughout your filing indicating that you are a
shell Registrant. Stockholders who receive shares of common stock from a shell
Registrant 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:

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 prospectus
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 Registrant is not eligible to make an at-the-market offering under
Rule 415(a)(1)(x) of Regulation C.

Response 2. In response to staff comment 2, please note that we have updated as
well as corrected the disclosure contained in the registration statement filed
on August 5, 2015 to properly reflect that the Registrant is no longer a shell
Registrant. In connection with and following the closing on July 14, 2015, of
the Share Exchange Agreement between the Registrant and Emerald Medical
Applications Ltd. ("Emerald"), the Registrant's wholly-owned Israeli subsidiary,
and the business developments of Emerald both prior and subsequent to the
closing, as more fully discussed in response to comment 3 below and throughout
the registration statement, it is our position that the Registrant ceased to be
a shell Registrant.

In support of the Registrant's position, we address the staff's attention to the
new and revised disclosure under "Prospectus Summary"; "Description of Business" and "Management's
Discussion and Analysis" as follows:

(i) Emerald has completed development of a commercially ready model of its
DermaCompare Technology which is presently being marketed;

(ii) Emerald has entered into several distribution agreements for marketing
DermaCompare in several European countries, Australia, New Zealand and Oceania,
and is negotiating for additional distribution agreements in North America,
Latin America, Southern Africa, in other European countries and elsewhere;

(iii) Emerald in continuing to work on development of "next generation"
DermaCompare Technology, with enhanced features;

(iv) As a subsidiary of the Registrant, a reporting public Registrant, Emerald
now has access to financial resources far in excess of those available to it
while it was a private Registrant, including funding from present shareholders
of the Registrant through the exercise of warrants and/or the issuance of new
equity or debt securities and through the public market.

For the foregoing reasons, as well as our response to comment 3 below, and based
upon the revised disclosure throughout the S-1, we have deleted disclosure that
the Registrant is a shell Registrant and, therefore, have not included the
suggested disclosure in comment 2 that the "selling shareholders are
underwriters" or that "selling shareholders must offer and sell their shares for
a fixed price for the duration of the offering."

Management's Discussion and Analysis, page 79

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

Response 3. We have revised and updated the disclosure under "Prospectus
Summary," "Description of Business" and "Management's Discussion and Analysis"
regarding the establishment of formalized agreements to distribute the
Registrant's DermaCompare Technology products and services.

Specifically, we have included the following disclosure:

In furtherance of our business plan, which has resulted in us becoming an
operating company, Emerald has entered into a series of agreements with
unaffiliated third parties for the distribution of its DermaCompare Technology,
as follows:

1. On August 12, 2013, Emerald entered into an exclusive distribution with Derma
Italy Sri, organized under the laws of the Italy ("Derma Italy"), pursuant to
which Derma Italy was granted exclusive distribution rights in Italy;

2. On December 1, 2013, Emerald entered into a distribution agreement with S.
Bokhorst - Creatiekracht, organized under the laws of the Netherlands, pursuant
to which S. Bokhorst was granted exclusive distribution in the Netherlands;

3. On February 6, 2014, Emerald entered into a distribution agreement with
Medical Edge Pty Ltd, organized under the laws of Australia ("Medical Edge"),
pursuant to which Medical Edge was granted exclusive distribution rights in the
markets of Australia, New Zealand and Oceania; and

4. On January 14, 2015, Emerald entered into a Project Agreement with Realize
S.A. and Ubitech, entities engaged in IT related to medical technology in
Greece, and MEDISP and MPUoP, academic and research institutes in Greece
(collectively, the "Greek Partners"). Emerald and the Greek Partners anticipate
imminent grants from the Office of Chief Scientist of the State of Israel and
the General Secretariat for Research and Technology of Greece, respectively, the
proceeds of which will be used for development of enhanced smartphone
applications for diagnosis of early stage Melanoma.

Utilizing capital raised prior to and subsequent to the closing of the Share
Exchange Agreement, Emerald completed the development of a commercial model of
its DermaCompare Product and has commenced marketing efforts. Emerald is
continuing to negotiate additional distribution agreements for territories
including North America, Latin America, Southern Africa, Israel and elsewhere in
Europe, among other countries and regions.

Emerald fully expects to significantly increase the level of its business
activities during the 4th quarter of 2015 and expects to generate significant
revenues from its DermaCompare Technology commencing in or before the first half
of fiscal 2016. Emerald is continuing to work on development of
the "next generation" DermaCompare Technology, with enhanced features.

We have also filed as exhibits 10.13 through 10.16 to the registration statement each of the
above-referenced material agreements.

The Registrant acknowledges that since the Registrant and its management are in
possession of all facts relating to a Registrant's disclosure, the Registrant
and its management are responsible for the accuracy and adequacy of the
disclosures they have made.

The Registrant acknowledges 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, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

the Registrant 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.

Respectfully submitted,

/s/: Lior Wayn

Lior Wayn, CEO

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.

February 27, 2015

Mr. Liron Carmel
Chief Executive Officer and Director
Zaxis International Inc.
42 Ben Zvi Street
Ramat Gan, Israel

Re: Zaxis International Inc.
Preliminary Information Statement on Schedule 14C
Filed January 15, 2015
File No. 0-15746

Dear Mr. Carmel :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

 /s/ Elizabeth C. Walsh for

Mara Ransom
Assis tant Director

cc: Richard Rubin

CORRESP
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filename1.htm

ZAXIS INTERNATIONAL INC.

42 Ben Zvi Street

Ramat Gan, Israel 5224747

February 19, 2015

United States Securities and Exchange Commission

Washington, DC 20549

Attn: Dean Brazier, Staff Attorney

RE: Zaxis International Inc.

File No. 0-15476

Preliminary Information Statement on Schedule 14C

Filed on January 15, 2015

Staff Comment Letter dated February 6, 2015

Ladies and Gentlemen:

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.

General

Comment 1. 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 "the reverse merger and related
transactions." 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.

Response 1. 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.

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. ("Emerald"). To date,
the only agreement between the Company and Emerald is the Non-Binding Memorandum
of Understanding dated December 30, 2014 (the "MOU") which was filed as an
exhibit to our Form 8-K on January 2, 2015.

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.

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 "Form 10" disclosure
regarding the Company and Emerald.

Our proposals to increase the number
of authorized shares of common stock from 100 million shares to 490 million
shares (the "Share Increase") and the reverse stock split on a one-for-four
(1:4) basis (the "Reverse Stock Split") 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 "Equity Raise").

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.

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.

Based upon the foregoing facts, we believe that "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" 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.

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:
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.

Respectfully submitted,

Zaxis International Inc.

By: /s/ Liron
Carmel
Liron Carmel, Chief Executive Officer

February 6, 2015

Via E -mail
Mr. Liron Carmel
Chief Executive Officer and Director
Zaxis International Inc.
42 Ben Zvi Street
Ramat Gan, Israel

Re: Zaxis International Inc.
Preliminary  Information Statement on Schedule 14C
Filed January 15, 2015
File No. 0-15746

Dear Mr. Carmel :

We have reviewed your filing an d have the following 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 within ten 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 comments apply t o your facts and circumstances 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  comments, we may have  additional comments.

General

1. 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 Emera ld
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 “the reverse merger and related
transactions.”  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

Liron Carmel
Zaxis International Inc.
February 6, 2015
Page 2

 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.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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 t he 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 fili ng;

 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 Com mission or any person under the federal securities laws of the United States.

Please contact Dean Brazier, Staff Attorney , at 202.551.3485, Liz Walsh , Staff Attorney ,
at 202.551. 3696 , or me at 202.551.3720  with any other questions.

Sincerely,

/s/ Elizabeth C. Walsh for

Mara Ransom
Assistant Director

cc: Richard Rubin

October 1 , 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who a re responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch  Chief

CORRESP
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filename1.htm

Untitled 1

Zaxis International Inc.
6230 Wilshire Blvd., Suite 46

Los Angeles, CA 90048

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N. E.

Washington, DC 20549

Attention: Sondra Snyder, Staff Accountant

Re: Zaxis International Inc.

Item 4.01 Form 8-K

Filed on September 4, 2014

Commission File No. 000-15746

Dear Mrs. Snyder:

This letter is in response to the staff's comment letter dated September 9, 2014
regarding the above-referenced filing. Please note that we have filed the Form
8-K and have included revised disclosure under Item 4.01 to address the staff's
comment letter.

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

Response 1. We have revised the second paragraph under section (a) "Resignation
of Independent Registered Public Accounting Firm Previously Engaged as Principal
Accountant" to conform with the Item 304(a)(1)(ii) of Regulation S-K.

Comment 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.

Response 2. We have revised our disclosure to state that the board of directors
recommended and approved the decision to change accountants.

Comment 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 regarding (i) the application of accounting principles to
a specified transaction, (ii) the type of audit opinion that might be rendered
on your financial statements by M&K, in either case where written or oral advice
provided by M&K would be an important factor considered in reaching a decision
as to any accounting, auditing or financial reporting issues or (iii) any other
matter that was the subject of a disagreement between you and your former
auditors, McConnell & Jones, LLP (McConnell & Jones), or was a reportable event
(as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K,
respectively). Refer to Item 304(a)(2) of Regulation S-K.

Response 3. We have revised and amended our disclosure under section (b)
"Engagement of New Independent Registered Public Accounting Firm as Principal
Accountant" as follows:

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 engagement, neither the Company nor anyone on its behalf consulted with
M&K regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed (ii) the type of audit opinion that
might be rendered on our financial statements by M&K, nor did M&K provide
written or oral advice provided that M&K concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issues or (iii) any other matter that was the subject of
a "disagreement" or "reportable event" between the Company and our former
auditors, McConnell & Jones, LLP, as such terms are described in Items
304(a)(1)(iv) and (v) of Regulation S-K.

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

Response 4. We have attached as Exhibit 16 an updated letter from McConnell &
Jones.

In addition, on behalf of Zaxis International Inc. (the "Company"), I
acknowledge that:

? The Company is responsible for the adequacy and accuracy of the disclosure in
the subject 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 subject
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.

Sincerely,

Ivo Heiden, CEO

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

Mail Stop 3561          September 15, 2008  Ivo Heiden Chief Executive Officer Zaxis International Inc. 6399 Wilshire Boulevard Suite 1019 Los Angeles, CA 90048

Re: Zaxis International Inc.
Form 10-KSB/A for Fiscal Year Ended  December 31, 2007 Filed September 12, 2008
 File No. 000-15746

Dear Ivo Heiden:
 We have completed our review of your amended Form 10-KSB and related filings
and have no further comments at this time.

Sincerely,
   Brian K. Bhandari Branch Chief Office of Beverages, Apparel and  Health Care Services

CORRESP
1
filename1.htm

ZXSI

Zaxis International Inc.

6399 Wilshire Blvd, Suite 1019

Los Angeles, CA 90048

Phone: (323) 951-0575 - FAX: (212) 658-9867

September 4, 2008

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N. E.

Washington, DC 20549

Mail Stop: 3561

Attention: Ethan Horowitz, Staff Accountant

        Re:
     Zaxis International Inc.

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Commission File No. 000-15746

Dear Mr. Horowitz:

This letter is in response to the staff’s comment letter dated
August 12, 2008 regarding the above-referenced filing. Please note that we have filed the
Form 10-KSB/A and have included revised disclosure under Item 8A to address the
staff’s comment letter.

Form 10-KSB/A for fiscal year ended December 31, 2007

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 13

Comment 1: We note that your amended Form 10-KSB provides a partial
definition of disclosure controls and procedures. Please revise your disclosure to either
remove the partial definition, or to provide the entire definition. If you include the
entire definition in your amended Form 10-KSB, your revised disclosure should also state,
if true, that your disclosure controls and procedures include, without limitation,
controls and disclosures designed to ensure that information required to be disclosed in
the reports that you file or submit under the Exchange Act is accummulated and
communicated to management to allow timely decisions regarding required disclosures.

Response 1: We have revised disclosure under subheading "Evaluation
of Disclosure Controls and Procedures" and removed the partial definition of
disclosure controls and procedures.

Comment 2: We note that in your amended Form 10-KSB your management has
again concluded your disclosure controls and procedures were effective as of the end of
the fiscal year. In our letter dated July 14, 2008, we asked you to consider whether
management's failure to provide its report on internal control over financial reporting
impacts its conclusion regarding the effectiveness of your disclosure controls and
procedures as of the end of the fiscal year. Please tell us the factors you considered and
highlight for us those factors that supported your conclusion. Otherwise, please further
amend your Form 10-KSB to disclose management's revised conclusion on the effectiveness of
your disclosure controls and procedures as of the end of the fiscal year and any
remediation plans that have or will be enacted.

Response 2: Management believes that despite the Company's inadvertent
failure to include its annual report on internal control over financial reporting in its
Form 10-KSB as filed with the SEC on March 26, 2008, which was not a management error and
has no impact on its conclusion regarding the effectiveness of the Company's disclosure
controls and procedures as of the end of the fiscal year 2007. The annual report on
internal control over financial reporting in its Form 10-KSB as filed with the SEC on
March 26, 2008 was inadvertently omitted due to an clerical error in the edgarization
process of the Form 10-KSB, which management believes did not materially affect our
internal control over financial reporting.  Management undertook appropriate measures
to ensure that such omission will not occur in the future.

Sincerely,

/s/ Ivo Heiden

Ivo Heiden, CEO/CFO

CORRESP
1
filename1.htm

ZXSI

Zaxis International Inc.

6399 Wilshire Blvd, Suite 1019

Los Angeles, CA 90048

Phone: (323) 951-0575 - FAX: (212) 658-9867

August 15, 2008

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N. E.

Washington, DC 20549

Mail Stop: 3561

Attention: Ethan Horowitz, Staff Accountant

Re: Zaxis International Inc.

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Commission File No. 000-15746

Dear Mr. Horowitz:

This letter is in response to the staff’s comment letter dated August 12, 2008
regarding the above-referenced filing. Please note that the Registrant will respond to the
comment letter and file an appropriate amendment to the above-referenced filing on or
before September 5, 2008.

Sincerely,

/s/ Ivo Heiden

Ivo Heiden, CEO/CFO

Mail Stop 3561          August 12, 2008  Ivo Heiden Chief Executive Officer Zaxis International Inc. 6399 Wilshire Boulevard, Suite 1019 Los Angeles, CA 90048

Re: Zaxis International Inc.
Form 10-KSB/A for Fiscal Year Ended  December 31, 2007 Filed August 4, 2008
 File No. 000-15746

Dear Ivo Heiden:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-KSB/A for Fiscal Year Ended December 31, 2007

 Item 8A. Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 13

 1. We note that your amended Form 10-KSB pr ovides a partial definition of disclosure
controls and procedures.  Please revise you r disclosure to either remove the partial
definition, or to provide the entire definiti on.  If you include the entire definition in
your amended Form 10-KSB, your revised disclo sure should also stat e, if true, that

Ivo Heiden
Zaxis International Inc. August 12, 2008 Page 2

your disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that informa tion required to be disclosed in the reports
that you file or submit under the Exchange Act is accumulated and communicated to management to allow timely decision s regarding required disclosures.
 2. We note that in your amended Form 10-KS B your management has again concluded
your disclosure controls and procedures were ef fective as of the end of the fiscal year.
In our letter dated July 17, 2008, we asked you to consider whether management's
failure to provide its repor t on internal control over fi nancial reporting impacts its
conclusion regarding the effectiveness of your  disclosure controls  and procedures as
of the end of the fiscal year.  Please tell us the factors you cons idered and highlight
for us those factors that supported your c onclusion. Otherwise, please further amend
your Form 10-KSB to disclose management's  revised conclusion on the effectiveness
of your disclosure controls and procedures as of the end of the fiscal year and any
remediation plans that have  or will be enacted.
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
  We urge all persons who are responsibl e for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Ivo Heiden
Zaxis International Inc. August 12, 2008 Page 3

 You may contact Ethan Horowitz, Staff Accountant, at (202) 551-3311 or me at
(202) 551-3390 if you have questions regard ing comments on the financial statements
and related matters.
 Sincerely,    Brian K. Bhandari Branch Chief Office of Beverages, Apparel and  Health Care Services

CORRESP
1
filename1.htm

ZXSI

Zaxis International Inc.

6399 Wilshire Blvd, Suite 1019

Los Angeles, CA 90048

Phone: (323) 951-0575 - FAX: (212) 658-9867

August 4, 2008

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N. E.

Washington, DC 20549

Mail Stop: 3561

Attention: Ethan Horowitz, Staff Accountant

Re: Zaxis International Inc.

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Commission File No. 000-15746

Dear Mr. Horowitz:

This letter is in response to the staff’s comment letter dated July 17, 2008
regarding the above-referenced filing. Please note that we have filed the Form 10-KSB/A
and have included revised disclosure under Item 8A to address the staff’s comment
letter.

In addition, on behalf of Zaxis International Inc. (the “Company”), I
acknowledge that:

Ÿ The Company is responsible for the adequacy
and accuracy of the disclosure in the subject filing;

Ÿ Staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any action with
respect to the subject filing; and

Ÿ 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.

Sincerely,

/s/ Ivo Heiden

Ivo Heiden, CEO/CFO

Mail Stop 3561          July 17, 2008  Ivo Heiden Chief Executive Officer Zaxis International Inc. 6399 Wilshire Boulevard, Suite 1019 Los Angeles, CA 90048

Re: Zaxis International Inc.
Form 10-KSB for Fiscal Year Ended  December 31, 2007 Filed March 26, 2008
 File No. 000-15746

Dear Ivo Heiden:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
It does not appear th at your management has perfor med its assessment of internal
control over financial reporting as of Decemb er 31, 2007.  Since you were required to file
or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of intern al control over financial reporting.
   If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your fili ng within 30 calendar days to provide the
required management's report on internal control over financia l reporting.
  In performing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

Ivo Heiden
Zaxis International Inc. July 17, 2008 Page 2

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financ ial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at
ƒ http://sec.gov/rule s/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please consider whether manage ment’s failure to perform or complete
its report on internal control over financial reporting impacts its conclusions regarding the
effectiveness of your disclosu re controls and procedures as of the end of  the fiscal year
covered by the report and revise your disclosure as appropriate.
   Please note that the failure to perform management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms that are
predicated on the current or timely fili ng of Exchange Act reports.  For further
information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
  We urge all persons who are responsibl e for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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

Ivo Heiden
Zaxis International Inc. July 17, 2008 Page 3

by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Ethan Horowitz, Staff Accountant, at (202) 551-3311 or me at
(202) 551-3390 if you have questions regard ing comments on the financial statements
and related matters.
Sincerely,    Brian K. Bhandari Branch Chief Office of Beverages, Apparel and  Health Care Services