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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the fiscal year ended March 31, 1998.

Commission file number 0-11284

                                 Z-Axis Corporation
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               (Exact name of registrant as specified in its charter)

                   Colorado                              84-0910490 
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(State or other jurisdiction of incorporation         (I.R.S. Employer
               or organization)                      Identification No.)

7395 East Orchard Road, Suite A-100
Greenwood Village, Colorado                                80111-2509
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(Address of principal executive office)                    (Zip Code)

Registrant's telephone number, including area code: (303) 713-0200

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  

Title of each class                  Name of each exchange on which registered
--------------------------------------------------------------------------------
Common Stock, $.001 par value        Electronic Bulletin Board

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X] No [ ]

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy of information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [ ]. 

The registrant's common stock trades on the electronic bulletin board of the
Over-the-Counter market under the trading symbol "AXIS".   The aggregate market
value of the registrant's voting stock held by non-affiliates of the registrant
as of March 31, 1998 was $463,451.  The aggregate market value was calculated
based upon the number of shares held by non-affiliates on March 31, 1998 and the
price at which the registrant's common stock traded on May 1, 1998, the last
date on which the registrant had knowledge of a public trade prior to filing
this report.
 
The number of common shares outstanding as of March 31, 1998: 3,785,000.


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Documents incorporated by reference:

Title of Document                                              Part of Form 10-K
--------------------------------------------------------------------------------
Proxy Statement to shareholders to be filed by 
  July 29, 1998                                                  Part III  

Annual Report to shareholders for the fiscal year ended 
  March 31, 1998                                                 Parts II and IV

Registration Statement on Form S-18, SEC file no. 2-85302-D      Part IV

--------------------------------------------------------------------------------

FORWARD LOOKING STATEMENTS

In addition to the historical information, this 10K and Annual Report
incorporated by reference herein, contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and the Company
desires to take advantage of the "Safe Harbor" provisions thereof.  Therefore,
the Company is including this statement for the express purpose of availing
itself of the protections of such Safe Harbor with respect to all of such
forward-looking statements.  The forward-looking statements in this report
reflect the Company's current views with respect to future events and financial
uncertainties, including those discussed herein, that could cause actual results
to differ materially from historical results or those anticipated.  In this
report, the words "anticipates", "believes", "expects", "intends", "future" and
similar expressions identify forward-looking statements.  Readers are cautioned
not to place undue reliance on the forward-looking statements contained herein,
which speak only as of the date hereof.  The Company undertakes no obligation to
publically revise these forward-looking statements to reflect events or
circumstances that may arise after the date of this report.

PART I

ITEM 1.  BUSINESS

Z-Axis Corporation (the "Company") was incorporated under the laws of the 
State of Colorado on May 16, 1983.  The principal business and industry 
segment in which the Company operates is the development and production of 
computer-generated video graphics and other presentation materials.  The 
Company conducts its business from three locations, its corporate office and 
production facility located in metropolitan Denver, Colorado and sales and 
marketing offices located in New York, New York and Chicago, Illinois.  The 
Company operates within only one industry segment.

The Company was formed for the purpose of providing video graphic presentation
services for industrial and government customers.  The Company provided services
during its early years primarily to the broadcast television industry.  In the
late 1980's, the Company focused its sales and marketing efforts toward two
specific areas: animation and video presentation services for the litigation
support and aviation communications industries.  Litigation support customers
include law firms, corporations and insurance companies throughout the United
States.  Approximately 93%, 98% and 96% of the Company's net sales during its
fiscal years ended March 31, 1998, 1997 and 1996, respectively, were provided by
litigation support services and the balance, approximately 7%, 2% and 4%
respectively, from aviation communications and other services.  The trend during
recent years has been to concentrate greater sales and marketing efforts towards
the litigation support industry.  Although certain customers from time to time
may each provide more than 10% of the Company's net sales, it is not dependent
upon any group of customers.  During the year ended March 31, 1998, sales to a
Federal Government agency and to Robins, Kaplan, Miller & Ciresi, a law firm,
accounted for approximately 21.9% and 24.5%, respectively, of the Company's net
sales.


                                  Page 2 of 7

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The Company's products may consist of any combination of computer-generated
graphics, live action, photographs, graphic artwork, document presentation,
special effects and presentation exhibit boards.  The litigation service
products have proven to be successful in courtroom presentations when highly
technical or complex concepts are being conveyed.  Aviation customers use the
Company's products primarily for training and communications purposes.  

The Company's video product is delivered to its customers on videotape or
videodisc.  Videodisc material can be presented via either a bar code or touch
screen system.  The Company continues to improve its service and product
technology.  During the fiscal years ending March 31, 1998, 1997 and 1996, the
Company designed and developed an advanced electronic courtroom presentation
system consisting of proprietary software in combination with off-the-shelf
hardware.  The system has been named "VuPoint" and the Company has applied for
trademark protection of the name and patent protection for the software. 
VuPoint was  introduced to the litigation market in early 1997.  It is designed
for use by trial teams, outside counsel and in-house attorneys.  The Company
considers it to have significant long-term revenue potential and will continue
further developments in the foreseeable future.  During fiscal year ended March
31, 1998, the Company earned $357,093 in revenue from rental and service of the
VuPoint system.  The Company expensed $312,611 in related software development 
costs that were capitalized during fiscal years ended March 31, 1996 and 1997.

The Company competes nationally with other providers of presentation services. 
Over the past several years, the Company has developed a high level of expertise
in the design and development of technical animations and visual presentation
materials for the litigation support industry.  Competition at the high end of
this market is limited to a few companies.  The Company has developed a good
reputation for its services and has established regular customers.  Management
does not consider any portion of its business or markets to be seasonal in
nature.

There are no environmental risks or risk contingencies associated with the
conduct of the Company's business nor is there any foreign sales activity.

The materials and equipment that the Company uses to provide its services are
readily available from a number of sources both locally and on a national level.
The Company does not encounter any difficulty in obtaining these materials or
equipment or in servicing its equipment.

At March 31, 1998 and 1997, the Company had a backlog of orders for its video
services in the amounts of approximately $1,068,000 and $1,022,000,
respectively.  Although the Company had agreements to perform services in these
amounts, in the case of litigation support services, the agreements may be
canceled or modified for such reasons as pre-trial settlement of the case being
litigated or a decision to use the Company's services to a greater or lesser
extent than originally anticipated.  Federal government contracts may be
terminated at any time at the option of the government.

At March 31, 1998, the Company had 27 regular full-time employees.  In addition,
there is an adequate base of local well qualified independent contract personnel
that the Company employs from time to time as production demands require. 

YEAR 2000 COMPLIANCE

Management has reviewed the Company's internal computer systems and software
products for Year 2000 problems and believes that such systems and products are,
or will soon be, Year 2000 compliant, and management therefore does not expect
Year 2000 considerations will materially impact the Company's internal
operations.  Year 2000 considerations may have an affect on some of the
Company's customers and suppliers, and thus indirectly affect the Company.  It
is not possible to quantify the aggregate cost to the Company with respect to
customers and suppliers with Year 2000 problems, although the Company does not
anticipate it will have a material impact on its business.


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ITEM 2.  PROPERTIES

The Company's current headquarters and production facility are located in a
business park in the southern suburbs of Denver, Colorado.  It leases the space
from an unaffiliated third party.  The term of the lease is for a five year
period that ends on June 30, 2001.  Management believes that the facilities are
adequate for the Company's operations.

ITEM 3.  LEGAL PROCEEDINGS

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year.
 
PART II

ITEM 5.  MARKET OF REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The number of holders of record of the Company's common stock as of March 31,
1998 was 447 as reported by the transfer agent.  This number does not include an
undetermined number of stockholders whose stock is held in "street" or "nominee"
name.

The Company has never paid a dividend with respect to its common stock and does
not anticipate paying a dividend in the foreseeable future. 
 
The Company's common stock had been traded in the NASDAQ over-the-counter market
under the trading symbol "AXIS."  On November 1, 1985, the Company's common
stock was deleted from the NASDAQ listing system because its net worth fell
below the minimum required to be traded on NASDAQ. Subsequent to November 1,
1985, the Company's common stock was traded on the "Pink Sheets". 

During January 1995, the Company secured a market marker for trading in its
common stock and it became listed for trading on the electronic bulletin board
of the Over-the-Counter market, under the trading symbol "AXIS."  Since listing
occurred on the Over-the-Counter market, trading has been sporadic.
The following is a summary of the high and low bid and ask quotations, as
reported by the NASDAQ Stock Market, Inc. for the period indicated: 

<TABLE>
                                            Bid                  Ask
                                     -----------------------------------------
                                       High      Low       High       Low
------------------------------------------------------------------------------
<S>                                  <C>       <C>       <C>        <C>
Fiscal year ended March 31, 1998:  
First quarter                        $0.1875   $0.1875   $0.5625    $0.5625
Second quarter                       $0.1875   $0.1875   $0.5625    $0.4375
Third quarter                        $0.1875   $0.0625   $0.4375    $0.375
Fourth quarter                       $0.1875   $0.0625   $0.375     $0.250
------------------------------------------------------------------------------
Fiscal year ended March 31, 1997:
First quarter                        $0.125    $0.125    $0.500     $0.500
Second quarter                       $0.125    $0.125    $0.500     $0.500
Third quarter                        $0.125    $0.125    $0.500     $0.375
Fourth quarter                       $0.1875   $0.125    $0.5625    $0.375
------------------------------------------------------------------------------
</TABLE>

Quotations reported may represent prices between dealers, may not include retail
markups, markdowns or commissions and may not represent actual trades.


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ITEM 6.  SELECTED FINANCIAL DATA

Selected Financial Data on page 17 of the Annual Report to shareholders for the
fiscal year ended March 31, 1998 is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 17 through 22 of the Annual Report to shareholders for the
fiscal year ended March 31, 1998 is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements included on pages 2 through 16 of the Annual Report to
shareholders for the fiscal year ended March 31, 1998 are incorporated herein by
reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not applicable.


PART III

ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT

The information contained in Z-Axis Corporation's Proxy Statement to
shareholders to be filed by July 29, 1998, with respect to directors and
officers of the registrant, is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information contained in Z-Axis Corporation's Proxy Statement to
shareholders to be filed by July 29, 1998, with respect to executive
compensation, is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information contained in Z-Axis Corporation's Proxy Statement to
shareholders to be filed by July 29, 1998, with respect to security ownership of
certain beneficial owners and management, is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in Z-Axis Corporation's Proxy Statement to
shareholders to be filed by July 29, 1998, with respect to certain relationships
and related transactions, is incorporated herein by reference.


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PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following documents are incorporated by reference:

     1.  Financial Statements:

         Reports of Independent Certified Public Accountants

         Balance Sheets - March 31, 1998 and 1997

         Statements of Income - Years ended March 31, 1998, 1997 and 1996

         Statements of Cash Flows - Years ended March 31, 1998, 1997 and 1996

         Statements of Stockholders' Equity - Years ended March 31, 1998,
          1997 and 1996

         Summary of Accounting Policies and Notes to Financial Statements

     2.  Exhibits:

     Pursuant to Regulation 240.12b-23, Exhibits 3.1 and 3.2 (Articles of
     Incorporation and Bylaws) are incorporated by reference from the
     Registration Statement on Form S-18, SEC File No. 2-85302-D, effective
     September 15, 1983.

     All other exhibits required by Item 601 of Regulation S-K are not
     applicable.


(b)  Reports on Form 8-K

     There were no 8-K reports were filed during the last quarter of this fiscal
     year.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 the registrant has duly caused this report of be signed on its
behalf by the undersigned, thereunto duly authorized.

Z-AXIS CORPORATION


By: /s/ Steven H. Cohen
   --------------------------------
   Steven H. Cohen
   (Chief Executive Officer)


Date:  July 14, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


/s/ Steven H. Cohen
----------------------     Director, Chief Executive Officer     July 14, 1998
Steven H. Cohen

/s/ Alan Treibitz          Director, President, Treasurer, 
----------------------     Chief Financial Officer, Principal
Alan Treibitz              Accounting Officer                    July 14, 1998


/s/ Marilyn T. Heller
----------------------     Director,Secretary                    July 14, 1998
Marilyn T. Heller














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