TABLE OF CONTENTS




|                              |                                                                              |  |  |  |  |  |  | 
|----------------------------- | ---------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 2. Managements Discussion and Analysis.                               
|PART II. OTHER INFORMATION   
|                              | Item 2(c). Changes in SecuritiesRecent Issuances of Unregistered Securities
|                              | Item 3. Default upon Senior Securities                                      
|                              | Item 6. Exhibits and Reports on Form 8-K                                    
|SIGNATURES                   



---



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

Zaxis International Inc.(Name of Issuer as specified in its charter)

|                                  |  |                                  |  |                                             
|--------------------------------- |  | -------------------------------- |  | --------------------------------------------
|Delaware
(State of Incorporation) |  | 0-15476
(Commission File Number) |  | 68-0080601
(IRS Employer Identification No.)

1890 Georgetown Road, Hudson Ohio 44236
(Address of principal executive office)

(330) 650-0444
(Registrants telephone number)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has
been subject to such filings for the past 90 days. Yes [X] No [ ]

As of March 31, 2000, there were 8,303,450 shares of Common Stock outstanding.





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##### Table of Contents



ZAXIS INTERNATIONAL INC.
FORM 1O-QSB

INDEX

|                             |                                                                                                                                 |  |   |  |          |  |    | 
|---------------------------- | ------------------------------------------------------------------------------------------------------------------------------- |  | - |  | -------- |  | -- | 
|                             |                                                                                                                                 |  |   |  | Page No.
|                             |                                                                                                                                 |  |   |  |         
|PART I FINANCIAL INFORMATION
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Item 1.                      | Financial Statements.                                                                                                           | 
|                            
|                            
|                            
|                            
|                            
|                             | Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999                                                          |  | 3 | 
|                            
|                            
|                            
|                            
|                            
|                             | Consolidated Statements of Operations: Three Months ended March 31, 2000 and 1999                                               |  | 4 | 
|                            
|                            
|                            
|                            
|                             | Consolidated Statements of Cash Flows                                                                                           |  | 5 | 
|                            
|                            
|                            
|                            
|                             | Notes to Consolidated Financial Statements                                                                                      |  | 6 | 
|                            
|                            
|                            
|                            
|                            
|Item 2.                      | Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2000 |  | 7 | 
|                            
|                            
|                            
|                            
|                            
|PART II OTHER
INFORMATION   
|                            
|                            
|                            
|                            
|                            
|                             | Item 2.(c) Changes in SecuritiesRecent Issuances of Unregistered Securities                                                    |  | 8 | 
|                            
|                            
|                            
|                            
|                             | Item 3.  Defaults upon Senior Securities                                                                                        |  | 8 | 
|                            
|                            
|                            
|                            
|                             | Item 6.  Exhibits and Reports on Form 8-K                                                                                       |  | 8 | 
|                            
|                            
|                            
|                            
|                            
|SIGNATURES                  
|                             |                                                                                                                                 |  |   |  |          |  | 9  | 
|                            
|                            
|                            
|                            
|                            
|EXHIBIT                      |                                                                                                                                 |  |   |  |          |  | 10 | 

2



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##### Table of Contents



ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

ASSETS

|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |            |   |            |  
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------------- | ----------- | ----------- | ---------- | ------------ | ---------- | - | ---------- | -
|                          |                                                                                                                                                                                                 |                                          |                                                |             | March 31,   |            | December 31,
|                          |                                                                                                                                                                                                 |                                          |                                                |             | 2000        |            | 1999        
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |             
|                          |                                                                                                                                                                                                 |                                          |                                                |             | (Unaudited)
|Current assets:          
|                         
|                         
|                         
|                         
|                          | Cash                                                                                                                                                                                            |                                          | $                                              | 362,194     |             |            | $            | 139,151    |  
|                         
|                         
|                         
|                         
|                          | Accounts receivable, net                                                                                                                                                                        |                                          |                                                | 105,073     |             |            |              | 45,286     |  
|                         
|                         
|                         
|                         
|                          | Inventory                                                                                                                                                                                       |                                          |                                                | 62,429      |             |            |              | 64,036     |  
|                         
|                         
|                         
|                         
|                          | Prepaid expenses and other                                                                                                                                                                      |                                          |                                                | 19,512      |             |            |              | 11,188     |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | Total current assets                           |             |             | 549,208    |              |            |   | 259,661    |  
|                         
|                         
|                         
|                         
|Property and equipment:  
|                         
|                         
|                         
|                         
|                          | Machinery and equipment                                                                                                                                                                         |                                          |                                                | 367,682     |             |            |              | 361,582    |  
|                         
|                         
|                         
|                         
|                          | Office equipment                                                                                                                                                                                |                                          |                                                | 210,671     |             |            |              | 190,064    |  
|                         
|                         
|                         
|                         
|                          | Leasehold improvements                                                                                                                                                                          |                                          |                                                | 90,474      |             |            |              | 86,992     |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | 668,827                                        |             |             |            | 638,638      |           
|                         
|                         
|                         
|                         
|                          | Less accumulated depreciation                                                                                                                                                                   |                                          |                                                | 522,923     |             |            |              | 498,954    |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | 145,904                                        |             |             |            | 139,684      |           
|                         
|                         
|                         
|                         
|Other assets:            
|                         
|                         
|                         
|                         
|                          | Patent costs                                                                                                                                                                                    |                                          |                                                | 31,901      |             |            |              | 33,460     |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | Total assets                                   |             | $           | 727,013    |              |            | $ | 432,805    |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 | LIABILITIES AND STOCKHOLDERS DEFICIENCY
|                         
|                         
|                         
|                         
|Current liabilities:     
|                         
|                         
|                         
|                         
|                          | Current portion of lease obligations                                                                                                                                                            |                                          | $                                              | 13,149      |             |            | $            | 12,653     |  
|                         
|                         
|                         
|                         
|                          | Notes payable to directors                                                                                                                                                                      |                                          |                                                | 1,288,907   |             |            |              | 1,488,907  |  
|                         
|                         
|                         
|                         
|                          | Notes payable                                                                                                                                                                                   |                                          |                                                | 231,166     |             |            |              | 417,928    |  
|                         
|                         
|                         
|                         
|                          | Accounts payable                                                                                                                                                                                |                                          |                                                | 329,638     |             |            |              | 581,070    |  
|                         
|                         
|                         
|                         
|                          | Accrued expenses                                                                                                                                                                                |                                          |                                                | 518,022     |             |            |              | 549,004    |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | Total current liabilities                      |             |             | 2,380,882  |              |            |   | 3,049,562  |  
|                         
|                         
|                         
|                         
|Long term liabilities:   
|                         
|                         
|                         
|                         
|                          | Capitalized lease obligations                                                                                                                                                                   |                                          |                                                | 12,553      |             |            |              | 16,040     |  
|                         
|                         
|                         
|                         
|                          | Notes payable to directors                                                                                                                                                                      |                                          |                                                | 197,792     |             |            |              | 197,792    |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | Total long term liabilities                    |             |             | 210,345    |              |            |   | 213,832    |  
|                         
|                         
|                         
|                         
|Stockholders deficiency:
|                         
|                         
|                         
|                         
|                          | Common stock                                                                                                                                                                                    |                                          |                                                | 83,035      |             |            |              | 69,275     |  
|                         
|                         
|                         
|                         
|                          | $.01 par value, 12,000,000 shares authorized,
8,303,450 shares issued and outstanding and issuable at
March 31, 2000, 6,927,497 shares issued and outstanding and issuable at December 31, 1999
|                         
|                         
|                         
|                         
|                          | Additional paid-in capital                                                                                                                                                                      |                                          |                                                | 8,325,168   |             |            |              | 7,046,790  |  
|                         
|                         
|                         
|                         
|                          | Accumulated deficit                                                                                                                                                                             |                                          |                                                | (10,272,417 | )           |            |              | (9,946,654 | )
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | Total stockholders deficiency                 |             |             | (1,864,214 | )            |            |   | (2,830,589 | )
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           
|                          |                                                                                                                                                                                                 |                                          | Total liabilities and stockholders deficiency |             | $           | 727,013    |              |            | $ | 432,805    |  
|                          |                                                                                                                                                                                                 |                                          |                                                |             |             |            |              |           

See notes to consolidated financial statements.

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ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                                  |                                                        |                              |           |                    |          |      |           |         |          |  
|----------------------------------------------------------------- | ------------------------------------------------------ | ---------------------------- | --------- | ------------------ | -------- | ---- | --------- | ------- | -------- | -
|                                                                  |                                                        |                              |           | Three Months Ended
|                                                                  |                                                        |                              |           | March 31          
|                                                                  |                                                        |                              |           |                   
|                                                                  |                                                        |                              |           | 2000               |          | 1999
|                                                                  |                                                        |                              |           |                    |          |     
|Net sales                                                         |                                                        | $                            | 87,653    |                    |          | $    | 47,948    |        
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Operating Costs:                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Cost of goods sold                                     |                              |           | 115,410            |          |      |           | 128,318 |         
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Selling, general, administrative and research expenses |                              |           | 285,095            |          |      |           | 218,320 |         
|                                                                  |                                                        |                              |           |                    |          |      |           |        
|                                                                  |                                                        | Loss from operations         |           |                    | (312,852 | )    |           |         | (298,690 | )
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other income (expense):                                          
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Interest expense                                       |                              |           | (49,214            | )        |      |           | (49,654 | )       
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                  | Other, net                                             |                              |           | 36,303             |          |      |           | 150     |         
|                                                                  |                                                        |                              |           |                    |          |      |           |        
|                                                                  |                                                        | Total other income (expense) |           |                    | (12,911  | )    |           |         | (49,504  | )
|                                                                  |                                                        |                              |           |                    |          |      |           |        
|                                                                  |                                                        | Net loss                     |           | $                  | (325,763 | )    |           | $       | (348,195 | )
|                                                                  |                                                        |                              |           |                    |          |      |           |        
|Net loss per common share  Basic and Diluted                     |                                                        | $                            | (0.05     | )                  |          | $    | (0.06     | )      
|                                                                  |                                                        |                              |           |                    |          |      |           |        
|Weighted average number of shares outstanding  Basic and Diluted |                                                        |                              | 6,540,829 |                    |          |      | 5,858,106 |        
|                                                                  |                                                        |                              |           |                    |          |      |           |        

See notes to consolidated financial statements.

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ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                                        |                                     |                                       |                                              |         |                    |          |           |        |         |          |  
|----------------------------------------------------------------------- | ----------------------------------- | ------------------------------------- | -------------------------------------------- | ------- | ------------------ | -------- | --------- | ------ | ------- | -------- | -
|                                                                        |                                     |                                       |                                              |         | Three Months Ended
|                                                                        |                                     |                                       |                                              |         | March 31,         
|                                                                        |                                     |                                       |                                              |         |                   
|                                                                        |                                     |                                       |                                              |         | 2000               |          | 1999     
|                                                                        |                                     |                                       |                                              |         |                    |          |          
|Operating activities:                                                  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Net loss                                                                |                                     |                                       | ($325,763                                    | )       |                    |          | ($348,195 | )     
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Adjustments to reconcile net loss to cash
used in operating activities:
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     | Depreciation and amortization         |                                              |         | 25,528             |          |           |        | 26,099  |         
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     |                                       | Compensation due to stock option grants      |         |                    |         |           |        |         | 3,676    |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     |                                       | Changes in operating assets
and liabilities:
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     |                                       | Accounts receivable                          |         |                    | (59,787  | )         |        |         | 5,579    |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     |                                       | Inventory and prepaid expenses               |         |                    | (6,717   | )         |        |         | 13,695   |  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     |                                       | Accounts payable and
accrued expenses        |         |                    | (282,414 | )         |        |         | 81,083   |  
|                                                                        |                                     |                                       |                                              |         |                    |          |           |       
|                                                                        |                                     |                                       | Cash used in operating activities            |         |                    | (649,153 | )         |        |         | (218,063 | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Investing activities:                                                  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Purchases of property and equipment |                                       |                                              | (30,189 | )                  |          |           | (648   | )      
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        | Patent cost expenditures            |                                       |                                              |        |                    |          |           | (1,840 | )      
|                                                                        |                                     |                                       |                                              |         |                    |          |           |       
|                                                                        |                                     |                                       | Cash used in investing activities            |         |                    | (30,189  | )         |        |         | (2,488   | )
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Financing activities:                                                  
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     | Proceeds from sales of common stock   |                                              |         | 922,138            |          |           |        |        |         
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     | Payments on notes payable             |                                              |         | (16,762            | )        |           |        |        |         
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     | Net proceeds from notes payable       |                                              |         |                   |          |           |        | 188,909 |         
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     | Payments on capital lease obligations |                                              |         | (2,991             | )        |           |        | (2,575  | )       
|                                                                        |                                     |                                       |                                              |         |                    |          |           |       
|                                                                        |                                     |                                       | Cash provided by financing
activities        |         |                    | 902,385  |           |        |         | 186,334  |  
|                                                                        |                                     |                                       |                                              |         |                    |          |           |       
|Increase (Decrease) in cash                                             |                                     |                                       | 223,043                                      |         |                    |          | (34,217   | )     
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Cash at beginning of period                                             |                                     |                                       | 139,151                                      |         |                    |          | 49,327    |       
|                                                                        |                                     |                                       |                                              |         |                    |          |           |       
|Cash at end of period                                                   |                                     | $                                     | 362,194                                      |         |                    | $        | 15,110    |       
|                                                                        |                                     |                                       |                                              |         |                    |          |           |       
|Non cash transactions:                                                 
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|                                                                        |                                     |                                       | Notes converted to stock                     |         | $                  | 370,000  |           |        |         |         |  

See notes to consolidated financial statements.

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##### Table of Contents



ZAXIS INTERNATIONAL INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The financial statements present the consolidated financial position and
results of operations of Zaxis International Inc. (International or the
Company) and Zaxis Inc. (Zaxis) its wholly owned subsidiary.

Zaxis Inc. was founded in 1989 as a privately held Ohio corporation. On August
25, 1995, Zaxis merged with a subsidiary of The InFerGene Company
(InFerGene). InFerGene was an inactive publicly traded Delaware corporation
founded in 1985. Neither InFerGene nor its subsidiary had any assets or
liabilities. The merger, for accounting purposes, was a reverse acquisition in
which Zaxis acquired InFerGene. The acquisition was accounted for as a
purchase with no value assigned to InFerGene. InFerGene then changed its name
to Zaxis International Inc. The financial statements include the operations of
Zaxis for all periods presented and the operations of International since the
date of acquisition. All intercompany transactions and balances have been
eliminated.

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. These interim financial statements include all
adjustments of a normal recurring nature that in the opinion of management are
necessary to make the financial statements not misleading. However, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. Operating results for
the three-month period ended March 31, 2000 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2000.

The consolidated balance sheet at December 31, 1999 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company and Subsidiarys annual
report on Form 10-KSB for the year ended December 31, 1999.

2. Common Stock and Warrants

During the three months ended March 31, 2000, Zaxis International Inc., in
connection with a private offering of securities, obtained subscriptions for a
total of 1,375,953 units (of which 540,791 shares were still to be issued as of
March 31, 2000) with each unit consisting of one share of common stock and
Class Z, Series Z-3, Z-4, Z-5, and Z-6 Warrants entitling the holder in the
aggregate to purchase one additional share of common stock. As of March 31,
2000, $922,138 had been received in cash and $370,000 of notes payable had been
converted.

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##### Table of Contents



3. Liquidity

Zaxis incurred losses of $325,763 during the three months ended March 31, 2000,
and $1,295,923 in 1999. The operations of the Company have been financed
primarily by loans from companies and individuals associated with members of
the Board of Directors and the sale and issuance of securities under the
Companys Private Placement Offering. The Company continues to rely upon these
sources to sustain on-going operations, research, production and sales
development.

The Company will necessarily be reliant upon such sources of funding until the
marketing of the Companys principal products can be brought to a level
sufficient to support the operating requirements of the Company. These
conditions cause doubt about the Companys ability to continue as a going
concern. No adjustments to the amounts or classification of assets and
liabilities that could result from the outcome of this uncertainty are
reflected in the financial statements.

4. Net Loss Per Common Share

The effects of outstanding options and warrants have not been included in the
calculation of net loss per share.




Part I. Financial Information




Item 2. Managements Discussion and Analysis.

Managements Discussion and Analysis of Financial Condition and Results of
Operations for the Three Months Ended March 31, 2000.

Results of Operations

Sales for the first three months ended March 31, 2000 were $87,653 as compared
with $47,948 for the first three months of 1999. This increase in sales was
primarily due to product shipments under the two supply agreements signed by
the Company during 1999. The Companys cost of goods sold for the three months
ended March 31, 2000 of $115,410 represented a 10.1% decrease from the cost of
goods sold of $128,318 for the same three-month period of 1999. Cost of goods
sold continued to exceed sales revenue due to the fact that the quantity of
product manufactured was not sufficient to realize necessary economies of scale
in the production process.

Selling, general and administrative expenses were $285,095 for the three months
ended March 31, 2000, up from $218,320 for the same three-month period in 1999.
This increase is primarily attributable to costs incurred in the Companys
fundraising efforts. Interest expense for the first quarter of 2000 was
comparable to that for the first quarter in 1999. Net loss for the first
quarter amounted to $325,763 as compared to a net loss of $348,195 for the same
quarter of 1999.

Financial Condition and Liquidity

Cash used for operations amounted to $649,153 for the three months ended March
31, 2000. Plant and equipment expenditures amounted to $30,189. Cash provided
from financing activities, including the sale of additional securities under
the Companys Private Placement Offering totaled $902,385 for the three months
ended March 31, 2000. To support its anticipated cash needs, the Company will
be required to raise additional capital through borrowings or equity
financings. There can be no assurance

7



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##### Table of Contents



that this will be achieved. The Company is working in 2000 to maintain steady relations with creditors while it strives
to improve sales volume and demonstrate that the Company can be successful.

Significant new funds were obtained through the Companys Private Placement
Offering in the first quarter of 2000. The Company issued the securities under
this Private Placement Offering in reliance upon the exemption afforded by
Section 4(2) of the Securities Act of 1933 and other available exemptions. This
Offering was terminated effective March 31, 2000. Discussions have been
initiated with potential new investors for equity funding but no transaction
has been completed.

The Company will continue to be reliant upon such funding sources until the
sales and marketing programs result in sufficient revenue to support the
Companys operations. There can be no assurance that the Company will continue
to receive investor funding or that the Company will be able to strengthen its
customer base sufficiently to generate the sales volume required to meet or
exceed the cost of operations.




PART II. OTHER INFORMATION




Item 2(c). Changes in SecuritiesRecent Issuances of Unregistered Securities

During the period ended March 31, 2000, in transactions exempt from
registration, Zaxis International Inc. sold 1,375,953 shares (of which 540,791
shares were still to be issued as of March 31, 2000) of Common Stock in
exchange for cash ($922,138) and Convertible Notes ($370,000).




Item 3. Default upon Senior Securities

At March 31, 2000, the Company was delinquent on note principal payments of
$786,828 and interest payments of $188,379.




Item 6. Exhibits and Reports on Form 8-K

A. Exhibits

|        |  |                         | 
|------- |  | ----------------------- | 
|Exhibit
|Number  |  | Description            
|        |  |                        
|27      |  | Financial Data Schedule

B. Reports on Form 8-K during the Quarter Ended March 31, 2000:

None

8



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|             |  |                                                  
|------------ |  | -------------------------------------------------
|             |  | Zaxis International Inc.
(Registrant)            
|            
|May 12, 2000 |  | BY: /S/ John Hrobsky                             
|             |  |                                                  
|             |  | John Hrobsky, President &
Chief Executive Officer

In accordance with the Exchange Act,
this report has been signed below by the following person on behalf of
the Registrant and in the capacity and on the date indicated.

|                         |  |                         |  |             
|------------------------ |  | ----------------------- |  | ------------
|Signature                |  | Title                   |  | Date        
|/s/ Charles L. Maimbourg |  | Chief Financial Officer |  | May 12, 2000
|                        
|Charles L. Maimbourg    

9