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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549___________________**FORM 10-KSB**________________________________

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

For the fiscal year ended December31, 2005

  

** ̈                             TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

  

For the transition period from         to

  

Commissionfile number 0-15476  

**ZAXISINTERNATIONAL INC.**(Exact Name Of RegistrantAs Specified In Its Charter)
Delaware68-0080601(State of Incorporation)(I.R.S. Employer Identification No.)    115    East 57th Street, Suite 1118, New York, NY10022(Address of Principal Executive Offices)(ZIP Code)
 Registrant'sTelephone Number, Including Area Code: (646) 202-9679

**SecuritiesRegistered Pursuant to Section 12(g) of The Act: Common Stock, $0.0001**

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x No  ̈Indicate by check mark if disclosureof delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of the registrant's knowledge, in the definitive proxyor information statements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB.  ̈At December 31, 2005, the aggregate market value of the 20,533,155 voting common stockheld by non-affiliates of the registrant was approximately $615,995. At December 31, 2005,the registrant had 92,333,155 shares of common stock outstanding. Issuer'srevenues for its most recent fiscal year: $0.

Indicatewhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act). Yes   ̈ No x Indicate whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes x No  ̈
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**TABLE OF CONTENTS**
ItemDescription
Page

**PART I**
ITEM    1.
    
     DESCRIPTION OF BUSINESS
        3  
ITEM 2.
    
  DESCRIPTION    OF PROPERTY
        11   
ITEM    3.
    
     LEGAL PROCEEDINGS
        11   
ITEM 4.
    
  SUBMISSION OF    MATTERS TO A VOTE OF SECURITY HOLDERS
        11   
     **PART II**

ITEM    5.
    
     MARKET    FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        12  
ITEM 6.
    
  MANAGEMENT'S    DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
        12   
ITEM    7.
    
     FINANCIAL STATEMENTS
        13   
ITEM 8.
    
  CHANGES    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
        13   
ITEM    8.A
    
     CONTROLS AND PROCEDURES
        14   ITEM 8.B  OTHER INFORMATION14
     **PART III**

ITEM 9.
    
  DIRECTORS    AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A)
        15  
ITEM 10.
    
  EXECUTIVE COMPENSATION
        15   
ITEM 11.
    
  SECURITY    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        15   
ITEM 12.
    
  CERTAIN RELATIONSHIPS    AND RELATED TRANSACTIONS
        16   
ITEM 13.
    
  EXHIBITS AND REPORTS    ON FORM 8-K
        16   
ITEM 14.
    
  PRINCIPAL ACCOUNTING FEES AND    SERVICES
        16   
 
****
**Cautionary Statement regarding Forward-LookingStatements**

This Annual Report on Form10-KSB includes forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of1934, as amended. The Registrant has based these forward-looking statements on its currentexpectations and projections about future events. These forward-looking statements aresubject to known and unknown risks, uncertainties and assumptions about the Registrantthat may cause its actual results, levels of activity, performance or achievements to bematerially different from any future results, levels of activity, performance orachievements expressed or implied by such forward-looking statements. In some cases, youcan identify forward-looking statements by terminology such as "may,""will," "should," "could," "would,""expect," "plan," "anticipate," "believe,""estimate," "continue," or the negative of such terms or other similarexpressions. Factors that might cause or contribute to such a discrepancy include, but arenot limited to, those described in this Annual Report on Form 10-KSB and in theRegistrant's other Securities and Exchange Commission filings. 

**PART I**

**ITEM 1. DESCRIPTION OF BUSINESS**Back toTable of Contents

**OrganizationalHistory and General Background of the Registrant**

Zaxis was incorporated inOhio in 1989. On August 25, 1995, Zaxis merged with a subsidiary of The InFerGene Company("InFerGene") and InFerGene changed its name to Zaxis International Inc. Foraccounting and tax purposes, the merger was treated as a reverse acquisition. InFerGeneand its subsidiary were inactive and had no assets or liabilities at the time of themerger. InFerGene was incorporated in California in 1984 and subsequently changed itsdomicile to Delaware in 1985.

The Company was a biotechnology holding company thatoperated its business through a wholly owned subsidiary. The Company was a manufacturerand distributor of products that were used in a molecular separation process known aselectrophoresis, a procedure used in more than 55,000 research, industrial and clinicallaboratories worldwide. The more common applications of this procedure includeprotein-based separations such as the HDL and LDL components and sub-components ofcholesterol, the identification of various genes and gene products (e.g. DNA, RNA, etc.)and the separation and identification of proteins in drug discovery applications(Proteomics). A variety of techniques, formats, materials, compounds, equipment anddevices are employed in electrophoresis and Zaxis provided products to meet these needs.The primary focus of the Company's former research and development efforts as well as itsformer sales and marketing efforts were targeted toward the consumables segment of thismarket. The Company's core products were the pre-cast gels and reagents used in theseelectrophoresis procedures.

The Company believed that its products were wellpositioned to take advantage of rapidly growing markets. The Company was not able togenerate sufficient revenues to support its operating expenses during fiscal year 2002. Inaddition, the Company was not able to raise additional capital to fund its negative cashflow from operations through borrowings or equity financing to support and expand itsbusiness plan. As a result, the Company ceased operations during the fourth quarter in2002 and filed a voluntary Chapter 7 bankruptcy petition.

On November 6, 2002, the Registrant filed a voluntaryChapter 7 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court NorthernDistrict of Ohio (case no. 02-55160). As aresult of filing under Chapter 7 of the US Bankruptcy Code, all of theRegistrant’s assets and liabilities, including those of its subsidiary, weretransferred into the estate of the debtor which estate was administered by the trusteeappointed by the US Bankruptcy Court.  During 2003 and 2004, the Bankruptcy Trustee had disposed of substantially all of theassets of the Registrant and its subsidiary. On October 13, 2004,the Bankruptcy Court approved an Order confirming the sale of debtor's interest inpersonal property to Park Avenue Group Inc. and confirming that Park Avenue Group, Inc. isa good faith purchaser pursuant to 11 USC Section363(m).

Inconnection with the order of the U.S. Bankruptcy Court dated October 13, 2004, the Courtauthorized that Park Avenue Group appoint a new board of directors and authorized theissuance of restricted shares to the new management of the Registrant. The issuance ofrestricted shares to the Registrant's new management effectively resulted in a change incontrol of the Registrant. The shareholders of the Registrant prior to the bankruptcyproceedings remained shareholders of the Registrant subsequent to the emergence of theRegistrant from bankruptcy. The Court order further provided that the Registrant emergefrom bankruptcy free and clear of liens, claims and interests. The court order authorized(i) that the existing officers and directors were deemed removed from office; (ii) theappointment of new members to the Registrant's board of directors; (iii) the amendment ofRegistrant's Certificate of Incorporation to increase the number of authorized shares to100,000,000 shares; (iv) the issuance up to 30,000,000 shares of common stock, par value$0.0001, to the new management of the Registrant, which management was appointed by thenewly-constituted board of directors; (v) the authority of the board of directors toimplement a reverse split of the issued and outstanding shares in a ratio to be determinedby the board of directors; (vi) the cancellation and extinguishment of all common shareconversion rights of any kind, including without limitation, warrants, options,convertible bonds, other convertible debt instruments and convertible preferred stock; and(vii) the cancellation and extinguishment of all preferred shares of every series andaccompanying conversion rights of any kind.

As aresult of the Bankruptcy Court order, Park Avenue Group appointed Ivo Heiden to the boardof directors of the Registrant. Mr. Heiden was subsequently appointed as sole officers ofthe Registrant ("Management").

**Business Objectives of the Registrant**

Asa result of the Chapter 7 bankruptcy proceeding, the Registrant has no present operations.Management determined to direct its efforts and limited resources to pursue and effect abusiness combination.

    *Currenttrends*

Management believes that asa result of the relative uncertainty in the United States equity markets over the past fewyears, many privately-held companies have been closed off from the public market andtraditional IPO's. During the past few years, many privately-held or public companiesattempted to divest non-core assets and divisions and valuations of these assets anddivisions have decreased significantly. Therefore, Management believes that there aresubstantial business opportunities to effect attractive acquisitions. As a public entitywith its shares of common stock registered under the Exchange Act and publicly trading,Management believes to be well positioned to identify target acquisitions and to effect abusiness combination in order to take advantage of these current trends.

    *Effecting a business combination*

Prospective investors in theCompany's common stock will invest in the Company without an opportunity to evaluate thespecific merits or risks of any one or more business combinations. A business combinationmay involve the acquisition of, or merger with, a company which needs to raise substantialadditional capital by means of being a publicly trading company, while avoiding what itmay deem to be adverse consequences of undertaking a public offering itself. These includetime delays, significant expense, loss of voting control and compliance with variousFederal and state securities laws. A business combination may involve a company which maybe financially unstable or in its early stages of development or growth.

*    TheRegistrant has not identified a target business or target industry*

The Company's effort inidentifying a prospective target business will not be limited to a particular industry andthe Company may ultimately acquire a business in any industry Management deemsappropriate. To date, the Company has not selected any target business on which toconcentrate our search for a business combination. While the Company intends to focus ontarget businesses in the United States, it is not limited to those entities and mayconsummate a business combination with a target business outside of the United States.Accordingly, there is no basis for investors in the Company's common stock to evaluate thepossible merits or risks of the target business or the particular industry in which we mayultimately operate. To the extent we effect a business combination with a financiallyunstable company or an entity in its early stage of development or growth, includingentities without established records of sales or earnings, we may be affected by numerousrisks inherent in the business and operations of financially unstable and early stage orpotential emerging growth companies. In addition, to the extent that we effect a businesscombination with an entity in an industry characterized by a high level of risk, we may beaffected by the currently unascertainable risks of that industry. An extremely high levelof risk frequently characterizes many industries which experience rapid growth. Inaddition, although the Company's Management will endeavor to evaluate the risks inherentin a particular industry or target business, we cannot assure you that we will properlyascertain or assess all significant risk factors.

    *Sourcesof target businesses*

The Registrant anticipatesthat target business candidates will be brought to our attention from various unaffiliatedsources, including securities broker-dealers, investment bankers, venture capitalists,bankers and other members of the financial community, who may present solicited orunsolicited proposals. Our Management may also bring to our attention target businesscandidates. While we do not presently anticipate engaging the services of professionalfirms that specialize in business acquisitions on any formal basis, we may engage thesefirms in the future, in which event we may pay a finder's fee or other compensation. In noevent, however, will we pay Management any finder's fee or other compensation for servicesrendered to us prior to or in connection with the consummation of a business combination.

    *Selectionof a target business and structuring of a business combination*

Management owns 69.96% ofthe issued and outstanding shares and will have broad flexibility in identifying andselecting a prospective target business. In evaluating a prospective target business, ourManagement will consider, among other factors, the following:

Ÿ financial condition and results of operation of thetarget company;Ÿ growth potential;Ÿ experience and skill ofmanagement and availability of additional personnel;Ÿ capital requirements;Ÿ competitive position;Ÿ stage of development of theproducts, processes or services;Ÿ degree of current orpotential market acceptance of the products, processes or services;Ÿ proprietary features anddegree of intellectual property or other protection of the products, processes orservices;Ÿ regulatory environment of theindustry; andŸ costs associated witheffecting the business combination.

These criteria are notintended to be exhaustive. Any evaluation relating to the merits of a particular businesscombination will be based, to the extent relevant, on the above factors as well as otherconsiderations deemed relevant by our Management in effecting a business combinationconsistent with our business objective. In evaluating a prospective target business, wewill conduct a due diligence review which will encompass, among other things, meetingswith incumbent management and inspection of facilities, as well as review of financial andother information which will be made available to us.

We will endeavor tostructure a business combination so as to achieve the most favorable tax treatment to us,the target business and both companies' stockholders. We cannot assure you, however, thatthe Internal Revenue Service or appropriate state tax authority will agree with our taxtreatment of the business combination. 

The time and costs requiredto select and evaluate a target business and to structure and complete the businesscombination cannot presently be ascertained with any degree of certainty. Any costsincurred with respect to the identification and evaluation of a prospective targetbusiness with which a business combination is not ultimately completed will result in aloss to us.

    *Probablelack of business diversification*

We may seek to effectbusiness combinations with more than one target business, it is probable that we will havethe ability to effect only a single business combination. Accordingly, the prospects forour success may be entirely dependent upon the future performance of a single business.Unlike other entities which may have the resources to complete several businesscombinations of entities operating in multiple industries or multiple areas of a singleindustry, it is probable that we will not have the resources to diversify our operationsor benefit from the possible spreading of risks or offsetting of losses. By consummating abusiness combination with only a single entity, our lack of diversification may:

Ÿ subject us to numerous economic, competitive and regulatory developments, any orall of which may have a substantial adverse impact upon the particular industry in whichwe may operate subsequent to a business combination, andŸ result in our dependency uponthe development or market acceptance of a single or limited number of products, processesor services.

   *Limitedability to evaluate the target business' management*

Although we intend toclosely scrutinize the management of a prospective target business when evaluating thedesirability of effecting a business combination, we cannot assure you that our assessmentof the target business' management will prove to be correct. In addition, we cannot assureyou that the future management will have the necessary skills, qualifications or abilitiesto manage a public company intending to embark on a program of business development.Furthermore, the future role of our director, if any, in the target business cannotpresently be stated with any certainty. While it is possible that our director will remainassociated in some capacity with us following a business combination, it is unlikely thathe will devote his full efforts to our affairs subsequent to a business combination.Moreover, we cannot assure you that our director will have significant experience orknowledge relating to the operations of the particular target business. 

Following a businesscombination, we may seek to recruit additional managers to supplement the incumbentmanagement of the target business. We cannot assure you that we will have the ability torecruit additional managers, or that additional managers will have the requisite skills,knowledge or experience necessary to enhance the incumbent management. 

**Competition**

In identifying, evaluatingand selecting a target business, we expect to encounter intense competition from otherentities having a business objective similar to ours. Many of these entities are wellestablished and have extensive experience identifying and effecting business combinationsdirectly or through affiliates. Many of these competitors possess greater technical, humanand other resources than us and our financial resources will be relatively limited whencontrasted with those of many of these competitors. While we believe there are numerouspotential target businesses, our ability to compete in acquiring certain sizable targetbusinesses will be limited by our limited financial resources. This inherent competitivelimitation gives others an advantage in pursuing the acquisition of a target business.Further, any of these obligations may place us at a competitive disadvantage insuccessfully negotiating a business combination. Our Management believes, however, thatour status as a public entity and potential access to the United States public equitymarkets may give us a competitive advantage over privately-held entities having a similarbusiness objective in acquiring a target business with significant growth potential onfavorable terms. 

If we succeed in effecting abusiness combination, there will be, in all likelihood, intense competition fromcompetitors of the target business. In particular, certain industries which experiencerapid growth frequently attract an increasingly larger number of competitors, includingcompetitors with increasingly greater financial, marketing, technical and other resourcesthan the initial competitors in the industry. The degree of competition characterizing theindustry of any prospective target business cannot presently be ascertained. We cannotassure you that, subsequent to a business combination, we will have the resources tocompete effectively, especially to the extent that the target business is in a high-growthindustry.

**Employees**

Mr. Heiden, our Presidentand CFO, is our sole executive officer. Mr. Heiden is not obligated to contribute anyspecific number of hours per week and intend to devote only as much time as he deemnecessary to the Company's affairs. The amount of time he will devote in any time periodwill vary based on the availability of suitable target businesses to investigate. We donot intend to have any full time employees prior to the consummation of a businesscombination.

**Conflicts of Interest**

The Company's Management is not requiredto commit its full time to the Company's affairs. As a result, pursuing new businessopportunities may require a greater period of time than if Management would devote hisfull time to the Company's affairs. Management is not precluded from serving as officer ordirector of any other entity that is engaged in business activities similar to those ofthe Registrant. Management has not identified and is not currently negotiating a newbusiness opportunity for us. In the future, Management may become associated or affiliatedwith entities engaged in business activities similar to those we intend to conduct. Insuch event, Management may have conflicts of interest in determining to which entity aparticular business opportunity should be presented. In the event that the Company'sManagement has multiple business affiliations, it may have legal obligations to presentcertain business opportunities to multiple entities. In the event that a conflict ofinterest shall arise, Management will consider factors such as reporting status,availability of audited financial statements, current capitalization and the laws ofjurisdictions. If several business opportunities or operating entities approach Managementwith respect to a business combination, Management will consider the foregoing factors aswell as the preferences of the Management of the operating company. However, Managementwill act in what it believes will be in the best interests of the shareholders of theRegistrant. The Registrant shall not enter into a transaction with a target business thatis affiliated with Management.

**Periodic Reporting and Audited Financial Statements**

We have registered oursecurities under the Securities Exchange Act of 1934, as amended, and have reportingobligations, including the requirement that we file annual and quarterly reports with theSEC. In accordance with the requirements of the Securities Exchange Act of 1934, ourannual reports will contain financial statements audited and reported on by ourindependent public accountants.

We will not acquire a targetbusiness if audited financial statements cannot be obtained for the target business. OurManagement believes that the requirement of having available audited financial statementsfor the target business will limit the pool of potential target businesses available foracquisition.

**RISK FACTOR**

Anyinvestment in our shares of common stock involves a high degree of risk. You shouldcarefully consider the following information about these risks, together with the otherinformation contained in this annual report before you decide to invest in our commonstock. Each of the following risks may materially and adversely affect our businessobjective, plan of operation and financial condition. These risks may cause the marketprice of our common stock to decline, which may cause you to lose all or a part of themoney you invested in our common stock. We provide the following cautionary discussion ofrisks, uncertainties and possible inaccurate assumptions relevant to our business plan. In addition to other information included in this annual report, the followingfactors should be considered in evaluating the Company's business and future prospects.

**RISKS RELATED TOOUR BUSINESS**

***The Company has a limited operating historyand very limited resources.***

Since emerging from bankruptcy, the Company's operationshave been limited to seeking a potential business combination and has had no revenues fromoperations. Investors will have no basis upon which to evaluate the Company's ability toachieve the Company's business objective, which is to effect a merger, capital stockexchange, acquire an operating business. The Company will not generate any revenues until,at the earliest, after the consummation of a business combination or seeking new businessopportunities.

***Since the Company has not currently selecteda particular target industry or target business with which to complete a businesscombination, the Company is unable to currently ascertain the merits or risks of thebusiness' operations.***

Since the Company has not yet identified a particularindustry or prospective target business, there is no basis for investors to evaluate thepossible merits or risks of the particular industry in which the Company may ultimatelyoperate or the target business which the Company may ultimately acquire. To the extent theCompany completes a business combination with a financially unstable company or an entityin its development stage, the Company may be affected by numerous risks inherent in thebusiness operations of those entities. Although the Company's Management will endeavor toevaluate the risks inherent in a particular industry or target business, the Companycannot assure you that it will properly ascertain or assess all of the significant riskfactors. There can be no assurance that any prospective businesscombination will benefit shareholders or prove to be more favorable to shareholders thanany other investment that may be made by shareholders and investors.

***Unspecified andunascertainable risks***

There is no basis for shareholders toevaluate the possible merits or risks of potential business combination or the particularindustry in which the Company may ultimately operate. To the extent that the Companyeffects a business combination with a financially unstable operating company or an entitythat is in its early stage of development or growth, including entities withoutestablished records of revenues or income, the Company will become subject to numerousrisks inherent in the business and operations of that financially unstable company. Inaddition, to the extent that the Company effects a business combination with an entity inan industry characterized by a high degree of risk, the Company will become subject to thecurrently unascertainable risks of that industry. An extremely high level of riskfrequently characterizes certain industries that experience rapid growth. AlthoughManagement will endeavor to evaluate the risks inherent in a particular business orindustry, there can be no assurance that Management will properly ascertain or assess allsuch risks or that subsequent events may not alter the risks that the Company perceived atthe time of the consummation of a business combination.

***It is likely that the Company's currentofficer and director will resign upon consummation of a business combination and theCompany will have only limited ability to evaluate the management of the target business.***

The Company's ability to successfully effect a businesscombination will be dependent upon the efforts of the Company's Management. The futurerole of the Company's key personnel in the target business, however, cannot presently beascertained. Although it is possible that Management will remain associated in variouscapacities with the target business following a business combination, it is likely thatthe management of the target business at the time of the business combination will remainin place. Although the Company intends to closely scrutinize the management of aprospective target business in connection with evaluating the desirability of effecting abusiness combination, the Company cannot assure you that the Company's assessment ofmanagement will prove to be correct.

***Dependence on key personnel***

The Company is dependent upon thecontinued services of its officer and director. To the extent that his services becomeunavailable, the Company will be required to obtain other qualified personnel and therecan be no assurance that it will be able to recruit and hire qualified persons uponacceptable terms.

***The Company's officer and director mayallocate his time to other businesses thereby causing conflicts of interest in hisdetermination as to how much time to devote to the Company's affairs. This could have anegative impact on the Company's ability to consummate a business combination.***

The Company's officer and director is not required tocommit his full time to the Company's affairs, which may result in a conflict of interestin allocating his time between the Company's business and other businesses. The Companydoes not intend to have any full time employees prior to the consummation of a businesscombination. Management of the Company is engaged in several other business endeavors andis not obligated to contribute any specific number of his hours per week to the Company'saffairs. If Management's other business affairs require him to devote more substantialamounts of time to such affairs, it could limit his ability to devote time to theCompany's affairs and could have a negative impact on the Company's ability to consummatea business combination.

***The Company's officer and director is now,and may in the future become, affiliated with entities engaged in business activitiessimilar to those intended to be conducted by this Company and, accordingly, may haveconflicts of interest in determining which entity a particular business opportunity shouldbe presented to.***

The Company's officer and director is now, and may inthe future become, affiliated with entities, including other companies, engaged inbusiness activities similar to those intended to be conducted by this Company.Additionally, the Company's office and director may become aware of business opportunitieswhich may be appropriate for presentation to this Company as well as the other entitieswith which he is or may be affiliated. Additionally, due to the Company's officer anddirector existing affiliations with other entities, he may have a fiduciary obligation topresent potential business opportunities to those entities in addition to presenting themto us which could cause additional conflicts of interest. Accordingly, Management may haveconflicts of interest in determining to which entity a particular business opportunityshould be presented.

***It is probable that the Company will only beable to enter into one business combination, which will cause us to be solely dependent onsuch single business and a limited number of products or services.***

It is probable that the Company will enter into abusiness combination with a single operating business. Accordingly, the prospects for theCompany's success may be:

Ÿ solely dependentupon the performance of a single operating business, orŸ dependent upon thedevelopment or market acceptance of a single or limited number of products or services.

In this case, the Company will not be able to diversifythe Company's operations or benefit from the possible spreading of risks or offsetting oflosses, unlike other entities which may have the resources to complete several businesscombinations in different industries or different areas of a single industry.

***The Company has limited resources and thereis significant competition for business combination opportunities. Therefore, the Companymay not be able to enter into or consummate an attractive business combination.***

The Company expects to encounter intense competitionfrom other entities having a business objective similar to the Company's, includingventure capital funds, leveraged buyout funds and operating businesses competing foracquisitions. Many of these entities are well established and have extensive experience inidentifying and effecting business combinations directly or through affiliates. Many ofthese competitors possess greater technical, human and other resources than the Companydoes and the Company's financial resources are limited when contrasted with those of manyof these competitors. While the Company believes that there are numerous potential targetbusinesses that it could acquire, the Company's ability to compete in acquiring certainsizable target businesses will be limited by the Company's limited financial resources andthe fact that the Company will use its common stock to acquire an operating business. Thisinherent competitive limitation gives others an advantage in pursuing the acquisition ofcertain target businesses.

***The Company may be unable to obtainadditional financing, if required, to complete a business combination or to fund theoperations and growth of the target business, which could compel the Company torestructure a potential business transaction or abandon a particular business combination.***

The Company has not yet identified any prospectivetarget business. If we require funds, because of the size of the business combination, wewill be required to seek additional financing. We cannot assure you that such financingwould be available on acceptable terms, if at all. To the extent that additional financingproves to be unavailable when needed to consummate a particular business combination, wewould be compelled to restructure the transaction or abandon that particular businesscombination and seek an alternative target business candidate. In addition, if weconsummate a business combination, we may require additional financing to fund theoperations or growth of the target business. The failure to secure additional financingcould have a material adverse effect on the continued development or growth of the targetbusiness. The Company's officer, director or stockholders are not required to provide anyfinancing to us in connection with or after a business combination.

***Additional financingrequirements associated with reporting obligations under the Exchange Act***

The Company has no revenues and isdependent upon the willingness of the Company's Management to fund the costs associatedwith the reporting obligations under the Exchange Act, other administrative costsassociated with the Company's corporate existence and expenses related to the Company'sbusiness objective. The Company is not likely to generate any revenues until theconsummation of a business combination. The Company anticipates that it will haveavailable sufficient financial resources to continue to pay accounting and otherprofessional fees and other miscellaneous expenses that may be required until the Companycommence business operations in connection with a business combination. In the event thatthe Company's available financial resources from its Management prove to be insufficientfor the purpose of achieving its business objective through a business combination, theCompany will be required to seek additional financing. The Company's failure to secureadditional financing could have a material adverse affect on the Company's ability topursue a business combination. The Company does not have any arrangements with any bank orfinancial institution to secure additional financing and there can be no assurance thatany such arrangement would be available on terms acceptable and in the Company's bestinterests. The Company does not have any written agreement with Management to providefunds for the Company's operating expenses.

***The Company's officer and director has a69.96% equity interest in the Company and thus may influence certain actions requiringstockholder vote.***

It is unlikely that there will be an annual meeting ofstockholders to elect new directors prior to the consummation of a business combination,in which case the current director will continue in office at least until the consummationof the business combination. If there is an annual meeting, as a consequence ofManagement's significant equity interest, the Company's Management has broad discretionregarding proposals submitted to a vote by shareholders. Accordingly, the Company'sexisting board of director will continue to exert substantial control at least until theconsummation of a business combination.

***Broad discretion of Management***

Any person who invests in the Company's common stockwill do so without an opportunity to evaluate the specific merits or risks of anyprospective business combination. As a result, investors will be entirely dependent on thebroad discretion and judgment of Management in connection with the selection of aprospective business combination. There can be no assurance that determinations made bythe Company's Management will permit us to achieve the Company's business objectives.

***Reportingrequirements may delay or preclude a business combination***

Pursuant tothe requirements of Section 13 of the Exchange Act, the Company is required to providecertain information about significant acquisitions and other material events. The Companywill continue to be required to file quarterly reports on Form 10-QSB and annual reportson Form 10-KSB, which annual report must contain the Company's audited financialstatements. As a reporting company under the Exchange Act, following any businesscombination, we will be required to file a report on Form 8-K, which report containsaudited financial statements of the acquired entity. These audited financial statementsmust be filed with the SEC within 4 days following the filing of Form 8-K disclosing thetransaction. While obtaining audited financial statements is typically the responsibilityof the acquired company, it is possible that a potential target company may be anon-reporting company with unaudited financial statements. The time and costs that may beincurred by some potential target companies to prepare such audited financial statementsmay significantly delay or may even preclude consummation of an otherwise desirablebusiness combination. Acquisition prospects that do not have or are unable to obtain therequired audited statements may not be appropriate for acquisition because we are subjectto the reporting requirements of the Exchange Act.

***If the Company is deemed to be an investmentcompany, the Company may be required to institute burdensome compliance requirements andthe Company's activities may be restricted, which may make it difficult for the Company toenter into a business combination.***

Ÿrestrictions onthe nature of the Company's investments; andŸ restrictions on the issuanceof securities, which may make it difficult for us to complete a business combination.

In addition, we may have imposed upon us burdensomerequirements, including:Ÿ registration as an investmentcompany;Ÿ adoption of a specific formof corporate structure; andŸ reporting, record keeping,voting, proxy and disclosure requirements and other rules and regulations.

The Company does not believe that its anticipatedprincipal activities will subject it to the Investment Company Act of 1940.

***The Company may be deemed to have no"Independent Director", actions taken and expenses incurred by our officer anddirector on behalf of the Company will generally not be subject to "IndependentReview".***

Our director owns shares of our common stock and,although no compensation will be paid to him for services rendered prior to or inconnection with a business combination, he may receive reimbursement for out-of-pocketexpenses incurred by him in connection with activities on the Company's behalf such asidentifying potential target businesses and performing due diligence on suitable businesscombinations. There is no limit on the amount of these out-of-pocket expenses and therewill be no review of the reasonableness of the expenses by anyone other than our board ofdirector, which consist of one directors who may seek reimbursement. If our director willnot be deemed "independent," he will generally not have the benefit ofindependent director examining the propriety of expenses incurred on our behalf andsubject to reimbursement. Although the Company believes that all actions taken by ourdirector on the Company's behalf will be in the Company's best interests, the Companycannot assure the investor that this will actually be the case. If actions are taken, orexpenses are incurred that are actually not in the Company's best interests, it could havea material adverse effect on our business and plan of operation and the price of our stockheld by the public stockholders.

***General EconomicRisks.***

The Company's current andfuture business objectives and plan of operation are likely dependent, in large part, onthe state of the general economy. Adverse changes in economic conditions may adverselyaffect the Company's business objective and plan of operation. These conditions and otherfactors beyond the Company's control include also, but are not limited to regulatorychanges.

**RISKS RELATED TOOUR COMMON STOCK**

***Our historic stockprice has been volatile and the future market price for our common stock is likely tocontinue to be volatile. Further, the limited market for our shares will make our pricemore volatile. This may make it difficult for you to sell our common stock.***

The public marketfor our common stock has been very volatile. Over the past two fiscal years and subsequentquarterly periods, the market price for our common stock has ranged from $0.30 to $0.0001(See "Market for Common Equity and Related Stockholder Matters” on page 12 ofthis annual report). Any future market price for our shares is likely to continue to bevery volatile. This price volatility may make it more difficult for you to sell shareswhen you want at prices you find attractive. Further, the market for our common stock islimited and we cannot assure you that a larger market will ever be developed ormaintained. The last reported sales price for our common stock on March 24, 2006 was $0.03per share. Market fluctuations and volatility, as well as general economic, market andpolitical conditions, could reduce our market price. As a result, this may make itdifficult or impossible for you to sell our common stock.

***The Company's shares of common stock arequoted on the NASD Bulletin Board, which limits the liquidity and price of the Company'scommon stock.***

The Company's shares of common stock are traded on theNASD Bulletin Board, an NASD-sponsored and operated inter-dealer automated quotationsystem for equity securities not included on The Nasdaq Stock Market. Quotation of theCompany's securities on the NASD Bulletin Board limits the liquidity and price of theCompany's common stock more than if the Company's shares of common stock were listed onThe Nasdaq Stock Market or a national exchange. There is currentlyno active trading market in the Company's common stock. There can be no assurance thatthere will be an active trading market for the Company's common stock following a businesscombination. In the event that an active trading market commences, there can be noassurance as to the market price of the Company's shares of common stock, whether anytrading market will provide liquidity to investors, or whether any trading market will besustained.

***Our commonstock is subject to the Penny Stock Rules of the SEC and the trading market in our commonstock is limited, which makes transactions in our stock cumbersome and may reduce thevalue of an investment in our common stock.***

The Securities andExchange Commission has adopted Rule 3a51-1 which establishes the definition of a"penny stock," for the purposes relevant to us, as any equity security that hasa market price of less than $5.00 per share or with an exercise price of less than $5.00per share, subject to certain exceptions. For any transaction involving a penny stock,unless exempt, Rule 15g-9 require: 

Ÿthat a broker ordealer approve a person's account for transactions in penny stocks; andŸthe broker ordealer receive from the investor a written agreement to the transaction, setting forth theidentity and quantity of the penny stock to be purchased.

In order to approvea person’s account for transactions in penny stocks, the broker or dealer must:

Ÿobtain financialinformation and investment experience objectives of the person; andŸmake a reasonabledetermination that the transactions in penny stocks are suitable for that person and theperson has sufficient knowledge and experience in financial matters to be capable ofevaluating the risks of transactions in penny stocks. 

The broker ordealer must also deliver, prior to any transaction in a penny stock, a disclosure scheduleprescribed by the SEC relating to the penny stock market, which, in highlight form:

Ÿsets forth thebasis on which the broker or dealer made the suitability determination; andŸthat the broker ordealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokersmay be less willing to execute transactions in securities subject to the "pennystock" rules. This may make it more difficult for investors to dispose of our commonstock and cause a decline in the market value of our stock. 

Disclosure also hasto be made about the risks of investing in penny stocks in both public offerings and insecondary trading and about the commissions payable to both the broker-dealer and theregistered representative, current quotations for the securities and the rights andremedies available to an investor in cases of fraud in penny stock transactions. Finally,monthly statements have to be sent disclosing recent price information for the penny stockheld in the account and information on the limited market in penny stocks. 

***State blue skyregistration; potential limitations on resale of the Company's common stock***

The holders of the Company'sshares of common stock registered under the Exchange Act and those persons who desire topurchase them in any trading market that may develop in the future, should be aware thatthere may be state blue-sky law restrictions upon the ability of investors to resell theCompany's securities. Accordingly, investors should consider the secondary market for theRegistrant's securities to be a limited one.

It is theintention of the Registrant's Management following the consummation of a businesscombination to seek coverage and publication of information regarding the Registrant in anaccepted publication manual which permits a manual exemption. The manual exemption permitsa security to be distributed in a particular state without being registered if theRegistrant issuing the security has a listing for that security in a securities manualrecognized by the state. However, it is not enough for the security to be listed in arecognized manual. The listing entry must contain (1) the names of issuers, officers, anddirectors, (2) an issuer's balance sheet, and (3) a profit and loss statement for eitherthe fiscal year preceding the balance sheet or for the most recent fiscal year ofoperations. Furthermore, the manual exemption is a nonissuer exemption restricted tosecondary trading transactions, making it unavailable for issuers selling newly issuedsecurities.

Most of the accepted manualsare those published by Standard and Poor's, Moody's Investor Service, Fitch's InvestmentService, and Best's Insurance Reports, and many states expressly recognize these manuals.A smaller number of states declare that they "recognize securities manuals" butdo not specify the recognized manuals. The following states do not have any provisions andtherefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois,Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. 

***Dividendsunlikely***

The Company does not expectto pay dividends for the foreseeable future because it has no revenues or cash resources.The payment of dividends will be contingent upon the Company's future revenues andearnings, if any, capital requirements and overall financial conditions. The payment ofany future dividends will be within the discretion of the Company's board of directors asthen constituted. It is the Company's expectation that future management following abusiness combination will determine to retain any earnings for use in its businessoperations and accordingly, the Company does not anticipate declaring any dividends in theforeseeable future.

**ITEM 2.DESCRIPTION OF PROPERTIES**Back to Table of Contents

The Registrant's corporate officeis located at 115 East 57th Street, 11th Floor, New York, NY 10022. These facilities consist of approximately 300 square feet ofexecutive office space. The Registrant believes that the office facilities are sufficientfor the foreseeable future and this arrangement will remain in effect until we willconsummate a business combination. 

**ITEM 3. LEGAL PROCEEDING**Back toTable of Contents

None.

**ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**Back toTable of Contents

During the year ended December 31, 2005, no matters weresubmitted to a vote of the Company's security holders.

**PART II**

**ITEM 5.MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER**Back toTable of Contents

**MarketInformation**

Our common stock iscurrently quoted on the NASD Bulletin Board under the symbol ZAXS, an NASD-sponsored andoperated inter-dealer automated quotation system for equity securities not included on TheNasdaq Stock Market. Quotation of the Company's securities on the NASD Bulletin Boardlimits the liquidity and price of the Company's common stock more than if the Company'sshares of common stock were listed on The Nasdaq Stock Market or a national exchange. Forthe periods indicated, the following table sets forth the high and low bid prices pershare of common stock. The below prices represent inter-dealer quotations without retailmarkup, markdown, or commission and may not necessarily represent actual transactions.

Fiscal    2006

Fiscal    2005

Fiscal    2004

High

Low

High

Low

High

Low

First    Quarter ended March 31

$

0.04

$

0.01

$

0.0001

$

0.0001

$

0.0001

 

$

0.0001

Second Quarter ended June 30

$

---

$

---

$

0.0001

$

0.0001

$

0.0001

 

$

0.0001

Third Quarter ended September 30

$

---

$

---

$

0.0001

$

0.0001

$

0.0001

$

0.0001

Fourth Quarter ended December 31
$
---
$
---

$

0.30

$

0.02

$

0.0001

$

0.0001

As of December 31,2005, our shares of common stock were held by approximately 2,517 stockholders of record.The transfer agent of our common stock is Standard Registrar and Transfer Company, Inc. 

**Dividends**

Holders of commonstock are entitled to dividends when, as, and if declared by the Board of Directors, outof funds legally available therefore. We have never declared cash dividends on its commonstock and our Board of Directors does not anticipate paying cash dividends in theforeseeable future as it intends to retain future earnings to finance the growth of ourbusinesses. There are no restrictions in our articles of incorporation or bylaws thatrestrict us from declaring dividends.

**SecuritiesAuthorized for Issuance Under Equity Compensation Plans**

No equitycompensation plan or agreements under which our common stock is authorized for issuancehas been adopted during the fiscal year ended December 31, 2005.

**Sale of UnregisteredSecurities**

On October4, 2005, the Company agreed to convert all 840,000 issued and outstanding shares of SeriesB Convertible Preferred Shares into 16,800,000 restricted shares of common stock. OnOctober 5, 2005, the Company agreed to convert $5,500 in debt owed to the President of theCompany into 55,000,000 restricted shares of common stock and sold 4,000,000 restrictedshares pursuant to a subscription agreement to a private investor at $0.0001 per share. The Company believes that the issuances of these restricted shares was exemptfrom registration pursuant to Section 4(2) of the Act as privately negotiated, isolated,non-recurring transactions not involving any public solicitation. Appropriate restrictivelegends are affixed to the stock certificates issued in such transactions.

**ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION**Back toTable of Contents

*Overview*

The Company emergedfrom bankruptcy in October 2004 and discontinued its former business operations as aresult of the chapter 7 bankruptcy proceedings. The Company's current business objectiveis to seek a business combination with an operating company. We intend to use theCompany's limited personnel and financial resources in connection with such activities. TheCompany will utilize its capital stock, debt or a combination of capital stock and debt,in effecting a business combination. It may be expected thatentering into a business combination will involve the issuance of restricted shares ofcapital stock. The issuance of additional shares of our capital stock:

Ÿ maysignificantly reduce the equity interest of our stockholders;Ÿ will likely cause a change incontrol if a substantial number of our shares of capital stock are issued, and most likelywill also result in the resignation or removal of our present officer and director; andŸ may adversely affect theprevailing market price for our common stock.

Similarly, if we issued debt securities, itcould result in:Ÿ default and foreclosure onour assets if our operating revenues after a business combination were insufficient to payour debt obligations;Ÿ acceleration of ourobligations to repay the indebtedness even if we have made all principal and interestpayments when due if the debt security contained covenants that required the maintenanceof certain financial ratios or reserves and any such covenants were breached without awaiver or renegotiations of such covenants;Ÿ our immediate payment of allprincipal and accrued interest, if any, if the debt security was payable on demand; andŸ our inability to obtainadditional financing, if necessary, if the debt security contained covenants restrictingour ability to obtain additional financing while such security was outstanding.

*Liquidity and CapitalResources*

Since emerging from bankruptcy,the Company has neither engaged in any operations nor generated any revenues. While we are dependent upon interim funding provided by Management to payprofessional fees and expenses, we have no written finance agreement with Management toprovide any continued funding. However, we may need to raise additional fundsthrough a the issuance of debt or equity securities if additional administrative funds arerequired to consummate a business combination that is presented to us. We have no agreements to issue any debt or equity securities and cannotpredict whether equity or debt financing will become available at terms acceptable to us,if at all. 

At December 31, 2005, we had $461current assets and had $3,618 in current liabilities.

There are no limitations in theCompany's certificate of incorporation on the Company's ability to borrow funds or raisefunds through the issuance of restricted common stock to effect a business combination.The Company's limited resources and lack of having cash-generating business operations maymake it difficult to borrow funds or raise capital. The Company's limitations to borrowfunds or raise funds through the issuance of restricted capital stock required to effector facilitate a business combination may have a material adverse effect on the Company'sfinancial condition and future prospects, including the ability to complete a businesscombination. To the extent that debt financing ultimately proves to be available, anyborrowing will subject us to various risks traditionally associated with indebtedness,including the risks of interest rate fluctuations and insufficiency of cash flow to payprincipal and interest, including debt of an acquired business. 

*Off-Balance SheetArrangements*

As of December 31,2005 we did not have any off-balance sheet arrangements as defined inItem 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

*ContractualObligations and Commitments*

As of December 31,2005 we did not have any contractual obligations.

*Critical AccountingPolicies*

Our significantaccounting policies are described in the notes to our financial statements for the yearended December 31, 2005 and 2004, and are included elsewhere in this registrationstatement.

**ITEM7. FINANCIAL STATEMENTS**Back to Table of Contents

The Registrant's audited financial statements for thefiscal years ended December 31, 2005 and 2004 are attached to this annual report.

Financial Statementsfor the Fiscal Year ended December 31, 2005 and 2004

**ITEM8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE**Back to Table of Contents

None.

**ITEM 8A. CONTROLS AND PROCEDURES**Back toTable of Contents
*Evaluation of disclosure controls and procedures.As of December 31, 2005, the Company's president and chieffinancial officer conducted an evaluation regarding the effectiveness of the Company'sdisclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) underthe  Exchange Act. Based upon the evaluation of these controls and procedures, theCompany's president and chief financial officer concluded that the Company's disclosurecontrols and procedures were effective as of the date of filing this annual reportapplicable for the period covered by this report.

*Changes in internal controls*. No changes occurred in the Company's internal control overfinancial reporting that materially affected, or is reasonably likely to materiallyaffect, the Company's internal control over financial reporting.

**ITEM 8B. OTHER INFORMATION**Back toTable of Contents

None.

**PART III**

**ITEM9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH SECTION 16(A)**Back to Table of Contents

The following tablesets forth the names and ages of the members of our Board of Directors and our executiveofficers and the positions held by each.
**Name**  
**Age****Title**  **Date Became Executive    Officer**Ivo Heiden  
39  President, CFO and Chairman10/2004
Ivo Heiden, 39, has beenPresident, CFO and Chairman of the Registrant since October 2004. During the last fiveyears, Mr. Heiden has been engaged in the business of providing corporate securitiescompliance service and reorganizing distressed public companies. From October 2000 untilFebruary 2002, Mr. Heiden served as an vice president and director of PlanetLinkCommunications, Inc., a public reporting company. Mr. Heiden served as a director ofJeantex Group, a public reporting company from August 2002 to September 2003. Mr. Heidenserved as CFO and director of Peregrine Industries, Inc., a public reporting company fromMarch 2004 until February 2006.

Our director holdsoffice until the next annual meeting of stockholders and until his successors have beenduly elected and qualified. There are no agreements with respect to the election ofdirectors. We do not compensate our directors. Officers are appointed annually by theBoard of Directors and each executive officer serves at the discretion of the Board ofDirectors. We do not have any standing committees at this time.

Our director,officer or affiliates have not, within the past five years, filed any bankruptcy petition,been convicted in or been the subject of any pending criminal proceedings, or is any suchperson the subject or any order, judgment or decree involving the violation of any stateor federal securities laws.

**ITEM 10.EXECUTIVE COMPENSATION**Back to Table of Contents

The following tablesets forth information concerning the total compensation that we have paid or that hasaccrued on behalf of our chief executive officer and other executive officers with annualcompensation exceeding $100,000 during the fiscal years ending December 31, 2005 and 2004.

**Long-Term Compensation**

**Annual Compensation**

**Awards**

**Payouts**

**Name and Principal Position**
**Year
**Salary ($)**

**Bonus ($)**

**Other Annual Compensation ($)**

**Restricted Stock Award(s) ($)**

**Securities Under-lying Options/ SARs (#)**

**LTIP Payouts ($)**

**All other Compensation ($)**
Ivo Heiden,    President
2005-0--0--0--0--0--0--0-
2004-0--0--0--0--0--0--0-
**ExecutiveEmployment Agreements**

To date, we havenot entered into any employment agreements with our executive officer.

**ITEM11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**Back toTable of Contents

The following tablesets forth information regarding the beneficial ownership of our common stock as ofDecember 31, 2005. The information in this table provides the ownership information for:each person known by us to be the beneficial owner of more than 5% of our common stock;each of our directors; each of our executive officers; and our executive officers anddirectors as a group.

Beneficialownership has been determined in accordance with the rules and regulations of the SEC andincludes voting or investment power with respect to the shares. Unless otherwiseindicated, the persons named in the table below have sole voting and investment power withrespect to the number of shares indicated as beneficially owned by them.
**Name of Beneficial Owner**** ****Common Stock Beneficially Owned (1)**** ****Percentage of Common Stock  Owned (1)**Ivo Heiden64,600,00069.96%115 East 57th    Street, Suite 1118New York, NY 10022  Juergen Heiden7,200,0007.75%Dorfstrasse 2118314 Luedershagen,    Germany  Director and    Officer (1 person)64,600,00069.96%
(1) Applicablepercentage ownership is based on 92,331,155 shares of common stock outstanding as ofDecember 31, 2005. Beneficial ownership is determined in accordance with the rules of theSecurities and Exchange Commission and generally includes voting or investment power withrespect to securities. Shares of common stock that are currently exercisable orexercisable within 60 days of December 31, 2005 are deemed to be beneficially owned by theperson holding such securities for the purpose of computing the percentage of ownership ofsuch person, but are not treated as outstanding for the purpose of computing thepercentage ownership of any other person.

**ITEM 12. CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**Back to Table of Contents

During the lasttwo years, to the knowledge of the Company, there was no person who had or has a direct orindirect material interest in any transaction or proposed transaction to which the Companywas or is a party. Transactions in this context relate to any transactionwhich exceeds $60,000.

**ITEM13. EXHIBITS AND REPORTS ON FORM 8-K**Back to Table of Contents

(a) The following documents are filed as exhibits tothis report on Form 10-KSB or incorporated by reference herein. Any document incorporatedby reference is identified by a parenthetical reference to the SEC filing that includedsuch document.
**Exhibit No.****Description**3 (ii) 2Restated By-Laws of the    Registrant, filed herewith.31.1Certification of President    and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section    302 of the Sarbanes-Oxley Act of 2002.32.1Certification of President    and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the    Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K During the Last Quarter of the Fiscal YearCovered by this Report:

The Registrant did not file a current report on Form 8-K during the lastquarter of the fiscal year covered by this annual report.

**ITEM 14. PRINCIPAL ACCOUNTING FEESAND SERVICES**Back to Table of Contents

Independent PublicAccountantsThe Registrant's Board of Directors has appointed Michael F. Cronin, CPA as independentpublic accountant for the fiscal year ending December 31, 2005.

 

Principal Accounting FeesThe following table presents the fees for professional audit services rendered by MichaelF. Cronin, CPA for the audit of the Registrant's annual financial statements for the yearended December 31, 2005, and fees billed for other services rendered by Michael F. Cronin,CPA during those periods. 

  
**Year Ended ****Year Ended ****December    31, 2005****December    31, 2004**
Audit fees (1)$4,000$ 4,000
Audit-related fees (2)---   --- 
Tax fees (3)---   --- 
All other fees ---   --- (1) Audit fees consist of    audit and review services, consents and review of documents filed with the SEC. (2) Audit-related fees    consist of assistance and discussion concerning financial accounting and reporting    standards and other accounting issues. (3) Tax fees consist of    preparation of federal and state tax returns, review of quarterly estimated tax payments,    and consultation concerning tax compliance issues. 
Code of Ethics In October 2004, the Registrant adopted a Code of Ethics that is designed to deterwrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely andunderstandable disclosure in the Registrant's SEC reports and other public communications.The Code of Ethics promotes compliance with applicable governmental laws, rules andregulations. 

 
**Section16(a) ComplianceSection 16(a) of the Securities and Exchange Act of 1934 requires the Registrant'sdirectors and executive officers, and persons who own beneficially more than ten percent(10%) of the Registrant's Common Stock, to file reports of ownership and changes ofownership with the Securities and Exchange Commission. Copies of all filed reports arerequired to be furnished to the Registrant pursuant to Section 16(a). Based solely on thereports received by the Registrant and on written representations from reporting persons,the Registrant was informed that its officer and director has not filed reports requiredunder Section 16(a).

 

**SIGNATURES**Back to Table of Contents

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacities and on the dateindicated.
/s/ Ivo Heiden    Ivo Heiden*  President, CFO  and Chairman      Dated: March 24, 2006*
**ZAXIS INTERNATIONAL INC.INDEX TO FINANCIAL STATEMENTS**Back to Table of Contents

YEARS    ENDED DECEMBER 31, 2005 AND 2004 (AUDITED) 

Report of Independent    Registered Public Accounting Firm 

F-19 

      Balance    Sheet

F-20 

      Statements of Operations

F-21 

      Statements of Stockholders'    Equity (Deficit) 

F-22 

      Statements of Cash Flows 

F-23 

Notes to Financial Statements

F-24 

 
**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBack to Table of Contents

To the Board of Directors and StockholdersZaxis International Inc. 

I have audited the accompanying balance sheet of Zaxis InternationalInc. as of December 31, 2005 and 2004 and the related statements of operations, changes instockholders’ equity and cash flows for the years then ended. These financialstatements are the responsibility of the Company’s management. My responsibility isto express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards establishedby the Public Company Accounting Oversight Board (United States). Those standards requirethat I plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. The company is not required tohave, nor was I engaged to perform, an audit of its internal control over financialreporting. My audit included consideration of internal control over financial reporting asa basis for designing audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of the Company's internalcontrol over financial reporting. Accordingly, I express no such opinion. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financialstatement presentation. I believe that my audit provides a reasonable basis for myopinion.

In my opinion, the financial statements referred to above presentfairly, in all material respects, the financial position of Zaxis International Inc. as ofDecember 31, 2005 and 2004 and the results of its operations and its cash flows for theyears then ended in conformity with accounting principles generally accepted in the UnitedStates of America..

The Company adopted "fresh-start" accounting as of November7, 2002. The impact of this is more fully described in note 1 of the financial statements.

Michael F. Cronin, CPA

Rochester. New York 

March 24, 2006
**Zaxis International Inc.**Balance SheetsBack to Table of Contents  **December 31, 2005****December 31, 2004**
ASSETSCurrent assets:Cash$461$84      Total current assets46184               **Total Assets**$461$84  
LIABILITIES    AND STOCKHOLDERS' DEFICIENCY  Current liabilities:Payable-related party$3,618$404      Total current liabilities$3,618$404  Stockholders' deficiency:   Preferred stock,    $0.0001 par value; 10,000,000 shares authorized;     Series    A preferred stock, 1,000,000 authorized, none issued;--     Series    B convertible preferred stock, 2,000,000 authorized;      0    issued at of December 31, 2005 and 840,000 issued at of December 31, 2004;-84   Common stock,    $0.0001 par value; 100,000,000 shares authorized;         92,333,155 issued and outstanding at December 31, 2005; and        16,245,623 issued and outstanding at December 31, 20049,2331,625   Additional paid in    capital(3,249)(1,625)   Accumulated deficit(9,141)(404)     Total    Stockholders' Deficiency(3,157)(320)          **Total Liabilities and Stockholders' Deficiency**$461$84     See    Summary of Significant Accounting Policies and Notes to Financial Statements.
 
**Zaxis    International Inc.**Statement of OperationsBack to Table of Contents  **Year Ended****Year Ended****December 31, 2005****December 31, 2004**  Revenue$0$0Costs and Expenses:   General and    administrative8,7370Total costs and expenses8,7370  Loss from continuing operations before    discontinued operations(8,737)0Discontinued operations:   Loss from discontinued operations    (net of taxes)00   Gain on disposal    of assets used in discontinued operations00Income from discontinued    operations00  Net income (loss)$(8,737)$0  Basic and diluted per shares amounts:Continuing operations$(0.00)$0.00Discontinued operations$0.00$0.00Basic and diluted net loss$(0.00)$0.00  Weighted average shares    outstanding (basic and diluted)Loss    Per Share Basic earnings per share is computed by dividing income available to common    shareholders (the numerator) by the weighted-average number of common shares outstanding    (the denominator) for the period. Diluted earnings per share assume that any dilutive    convertible securities outstanding were converted, with related preferred stock dividend    requirements and outstanding common shares adjusted accordingly. It also assumes that    outstanding common shares were increased by shares issuable upon exercise of those stock    options for which market price exceeds the exercise price, less shares which could have    been purchased by us with the related proceeds. In periods of losses, diluted loss per    share is computed on the same basis as basic loss per share as the inclusion of any other    potential shares outstanding would be anti-dilutive. 3. Stockholders' Equity Common Stock    In July 2005, we issued 15,050,000 shares of common stock to related parties. 9,000,000    shares were issued to pay outstanding advances of $ 7,999 and 6,050,000 shares, valued at    $5,385, were issued to reflect the cost of services provided to our company to meet    ongoing reporting and compliance obligations. 4. New Accounting Standards In December    2004, the FASB issued SFAS No. 123 (revised 2004) "Share-Based Payment," or SFAS No.    123(R). SFAS No. 123(R) revises FASB Statement No. 123 "Accounting for Stock-Based    Compensation," and supersedes APB Opinion No. 25, and its related implementation guidance.    This Statement eliminates the ability to account for share-based compensation using the    intrinsic value method under APB Opinion No. 25. SFAS No. 123(R) focuses primarily on    accounting for transactions in which an entity obtains employee services in share-based    payment transactions. SFAS No. 123(R) requires a public entity to measure the cost of    employee services received in exchange for an award of equity instruments based on the    grant-date fair value of the award (with limited exceptions). That cost will be recognized    over the period during which an employee is required to provide service in exchange for    the award, known as the requisite service period, which is usually the vesting period.    SFAS No. 123(R) is effective for companies filing under Regulation SB as of the beginning    of the first interim or annual reporting period that begins after December 15, 2005, which    for us will be our first quarter of the year ending December 31, 2006. We anticipate    adopting SFAS No. 123(R) beginning in the quarter ending March 31, 2006. Accordingly, the    provisions of SFAS No. 123(R) will apply to new awards and to awards modified,    repurchased, or cancelled after the required effective date. Additionally, compensation    cost for the portion of awards for which the requisite service has not been rendered that    are outstanding as of the required effective date must be recognized as the requisite    service is rendered on or after the required effective date. These new accounting rules    will lead to a decrease in reported earnings. Although our adoption of SFAS No. 123(R)    could have a material impact on our financial position and results of operations, we are    still evaluating the potential impact from adopting this statement. In December 2004, the    FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets-an amendment of APB Opinion No.    29," which is effective for us starting July 1, 2005. In the past, we were frequently    required to measure the value of assets exchanged in non-monetary transactions by using    the net book value of the asset relinquished. Under SFAS No. 153, we will measure assets    exchanged at fair value, as long as the transaction has commercial substance and the fair    value of the assets exchanged is determinable within reasonable limits. A non-monetary    exchange has commercial substance if the future cash flows of the entity are expected to    change significantly as a result of the exchange. The adoption of SFAS No. 153 is not    anticipated to have a material effect on our consolidated financial position, results of    operations or cash flows. In September 2004, the EITF reached a consensus regarding Issue    No. 04-1, "Accounting for Preexisting Relationships Between the Parties to a Business    Combination" ("EITF 04-1"). EITF 04-1 requires an acquirer in a business combination to    evaluate any preexisting relationship with the acquiree to determine if the business    combination in effect contains a settlement of the preexisting relationship. A business    combination between parties with a preexisting relationship should be viewed as a multiple    element transaction. EITF 04-1 is effective for business combinations after October 13,    2004, but requires goodwill resulting from prior business combinations involving parties    with a preexisting relationship to be tested for impairment by applying the guidance in    the consensus. We will apply EITF 04-1 to acquisitions subsequent to the effective date    and in our future goodwill impairment testing. In December 2004, the FASB issued FASB    Staff Position No. FAS 109-2, or FAS 109-2, "Accounting and Disclosure Guidance for the    Foreign Earnings Repatriation Provision within the American Jobs Creations Act of 2004."    The AJCA introduces a limited time 85% dividends received deduction on the repatriation of    certain foreign earnings to a U.S. taxpayer (repatriation provision), provided certain    criteria are met. FAS No. 109-2 provides accounting and disclosure guidance for the    repatriation provision. Although FAS 109-2 is effective immediately, we have not begun our    analysis and do not expect to be able to complete our evaluation of the repatriation    provision until after Congress or the Treasury Department provides additional clarifying    language on key elements of the provision In May 2005, the FASB issued SFAS No. 154,    "Accounting Changes and Error Corrections," which replaces APB Opinion No. 20 "Accounting    Changes," and FASB Statement No. 3 "Reporting Accounting Changes in Interim Financial    Statements," and changes the requirements for the accounting for and reporting of a change    in accounting principle. This Statement requires retrospective application to prior    periods financial statements of changes in accounting principle, unless it is    impracticable to determine either the period-specific effects or the cumulative effect of    the change. This Statement shall be effective for accounting changes and corrections of    errors made in fiscal years beginning after December 15, 2005. Early adoption is permitted    for accounting changes and corrections of errors made in fiscal years beginning after the    date this Statement is issued. We do not believe that adoption of SFAS 154 will have a    material impact on our financial statements. align="right" bgcolor="#ccffcc" height="24">34,082,81216,245,623  See Summary of    Significant Accounting Policies and Notes to Financial Statements.
 
**Zaxis    International Inc.**Statement of Cash FlowsBack to Table of Contents
        **Year ended****Year ended**  **December 31, 2005****December 31, 2004**Cash flows from operating activities:Net income (loss)$(8,737)$0Adjustments required to reconcile net loss to    cash used in operating activities:   (Increase) decrease in current    assets00   Increase (decrease) in accounts    payable and accrued expenses00     **Cash    flows used by operating activities**(8,787)0  Cash flows from investing activities:00     **Cash    used in investing activities**00   Cash flows from financing activities:   Proceeds from    issuance of common stock5,9000   Advances from related parties3,2140     **Cash    generated by financing activities**9,1140  Change in cash3770Cash - Beginning of period840**Cash - End of period**$461$0  See Summary of    Significant Accounting Policies and Notes to Financial Statements.
 
**Zaxis International Inc.**Statements of Stockholders'    DeficiencyBack to Table of Contents     
**Common Stock****Additional**
**Number    of**
**Stated    Or****Paid-In**
**Accumulated****Shares****Par value**
**Shares**
**Par Value**
**Capital**
**Deficit**Balance at    December 31, 2002--16,245,623162,456(162,456)0        Net income-----0Balance at    December 31, 2003--16,245,623162,456(162,456)0        New preferred stock issued for cash840,00084---0   Net loss-----0Balance at    December 31, 2004840,0008416,245,623162,456(162,456)0  Adjustment of    transfer agent records287,5322,875(2,875)0Conversion of    debt into equity55,000,0005,500-0Sale of common    stock4,000,000400-0Conversion of    preferred stock (840,000)(84)16,800,0001,680(1,596)0Restate par    value-(163,678)163,6780   Net loss-----(8,737)Balance at    December 31, 20050$092,333,155$9,233$(3,249)$(8,737)** **See Summary of    Significant Accounting Policies and Notes to Financial Statements.**ZAXIS INTERNATIONAL, Inc.Background and SignificantAccounting PoliciesBack toTable of ContentsDecember 31, 2005
**The Company

Zaxis International Inc.("International") was incorporated inCalifornia in 1984 and subsequently chartered in Delaware in 1985.Prior to filing for bankruptcy under chapter 7, Zaxis manufactured anddistributed products used in a molecular separationprocessknown as electrophoresis, a procedure used in research,industrialand clinical laboratories worldwide.
*Bankruptcy Proceedings:****On November 6, 2002, theRegistrant filed a voluntary Chapter 7 petition under the U.S. Bankruptcy Code in the U.S.Bankruptcy Court Northern District of Ohio (case no. 02-55160. As a result of the filing,all of our properties were transferred to a United States Trustee and we terminated all ofour business operations. The Bankruptcy Trustee has disposed of all of the assets. OnOctober 13, 2004, the Bankruptcy Court approved an Order confirming the sale of debtor'sinterest in personal property to Park Avenue Group, Inc.
*Basis of Presentation:****We adopted"fresh-start" accounting as of November 7, 2002 in accordance with proceduresspecified by AICPA Statement of Position ("SOP") No. 90-7, "FinancialReporting by Entities in Reorganization under the Bankruptcy Code.
**Significant Accounting Policies*Use of EstimatesThe preparation of financial statements inconformity with generally accepted accounting principles requires management to makeestimates and assumptions that affect reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financial statement andthe reported amounts of revenues and expenses during the reporting period. Actual resultscould differ from the estimates.
*Cash and Cash Equivalents: For financial statement presentationpurposes, the Company considers those short-term, highly liquid investments with originalmaturities of three months or less to be cash or cash equivalents.
*Property and Equipment New property and equipment are recordedat cost. Property and equipment included in the bankruptcy proceedings and transferred tothe Trustee had been valued at liquidation value. Depreciation is computed using thestraight-line method over the estimated useful lives of the assets, generally 5 years.Expenditures for renewals and betterments are capitalized. Expenditures for minor items,repairs and maintenance are charged to operations as incurred. Gain or loss upon sale orretirement due to obsolescence is reflected in the operating results in the period theevent takes place.
*Valuation of Long-Lived Assets: We review the recoverability ofour long-lived assets including equipment, goodwill and other intangible assets, whenevents or changes in circumstances occur that indicate that the carrying value of theasset may not be recoverable. The assessment of possible impairment is based on ourability to recover the carrying value of the asset from the expected future pre-tax cashflows (undiscounted and without interest charges) of the related operations. If these cashflows are less than the carrying value of such asset, an impairment loss is recognized forthe difference between estimated fair value and carrying value. Our primary measure offair value is based on discounted cash flows. The measurement of impairment requiresmanagement to make estimates of these cash flows related to long-lived assets, as well asother fair value determinations.
*Stock Based Compensation:Stock-based awards to non-employeesare accounted for using the fair value method in accordance with SFAS No. 123, *Accountingfor Stock-Based Compensation*, and EITF Issue No. 96-18, *Accounting for EquityInstruments that are Issued to Other Than Employees for Acquiring, or in Conjunction withSelling Goods or Services*. 

We account for stock-based awards to employees using the intrinsicvalue method in accordance with APB Opinion No. 25 and FIN No. 44. As permitted bySFAS No. 123, as amended by SFAS No. 148, we have chosen to continue to accountfor our employee stock-based compensation plans under APB Opinion No. 25 and providethe expanded disclosures specified in SFAS No. 123.
*Fair Value of Financial Instruments: Statements of FinancialAccounting Standards No. 107, "Disclosures about Fair Value of FinancialInstruments," requires disclosure of fair value information about financialinstruments. Fair value estimates discussed herein are based upon certain marketassumptions and pertinent information available to management as of April 30, 2005. Therespective carrying value of certain on-balance sheet financial instruments approximatedtheir fair values. 

These financial instruments include cash and cash equivalents, accountspayable and accrued expenses. Fair values were assumed to approximate carrying values forthese financial instruments since they are short-term in nature and their carrying amountsapproximate fair values or they are receivable or payable on demand.
*Earnings per Common Share: Basic net loss per share is computedusing the weighted average number of common shares outstanding during the period. Dilutednet loss per common share is computed using the weighted average number of common anddilutive equivalent shares outstanding during the period. Dilutive common equivalentshares consist of options to purchase common stock (only if those options are exercisableand at prices below the average share price for the period) and shares issueable upon theconversion of our Preferred Stock. Due to the net losses reported, dilutive commonequivalent shares were excluded from the computation of diluted loss per share, asinclusion would be anti-dilutive for the periods presented.

If we had generated earnings during the year ended December 31, 2005,we would have added 12,749,589 common equivalent shares to the weighted average sharesoutstanding to compute the diluted weighted average shares outstanding.

There were no common equivalent shares required to be added to thebasic weighted average shares outstanding to arrive at diluted weighted average sharesoutstanding in 2004.
*Income Taxes:The Company accounts for income taxes inaccordance with Statement of Financial Accounting Standards No. 109, "Accounting forIncome Taxes," ("SFAS 109") which requires recognition of estimated incometaxes payable or refundable on income tax returns for the current year and for theestimated future tax effect attributable to temporary differences and carry-forwards.Measurement of deferred income tax is based on enacted tax laws including tax rates, withthe measurement of deferred income tax assets being reduced by available tax benefits notexpected to be realized.
**Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004)"Share-Based Payment," or SFAS No. 123(R). SFAS No. 123(R) revises FASBStatement No. 123 "Accounting for Stock-Based Compensation," and supersedes APBOpinion No. 25, and its related implementation guidance. This Statement eliminates theability to account for share-based compensation using the intrinsic value method under APBOpinion No. 25. SFAS No. 123(R) focuses primarily on accounting for transactions in whichan entity obtains employee services in share-based payment transactions. SFAS No. 123(R)requires a public entity to measure the cost of employee services received in exchange foran award of equity instruments based on the grant-date fair value of the award (withlimited exceptions). That cost will be recognized over the period during which an employeeis required to provide service in exchange for the award, known as the requisite serviceperiod, which is usually the vesting period. SFAS No. 123(R) is effective for companiesfiling under Regulation SB as of the beginning of the first interim or annual reportingperiod that begins after December 15, 2005, which for us will be our first quarter of theyear ending December 31, 2006. We anticipate adopting SFAS No. 123(R) beginning in thequarter ending March 31, 2006. Accordingly, the provisions of SFAS No. 123(R) will applyto new awards and to awards modified, repurchased, or cancelled after the requiredeffective date. Additionally, compensation cost for the portion of awards for which therequisite service has not been rendered that are outstanding as of the required effectivedate must be recognized as the requisite service is rendered on or after the requiredeffective date. These new accounting rules will lead to a decrease in reported earnings.Although our adoption of SFAS No. 123(R) could have a material impact on our financialposition and results of operations, we are still evaluating the potential impact fromadopting this statement.

In December 2004, the FASB issued FASB Staff Position No. FAS 109-2, orFAS 109-2, *"Accounting and Disclosure Guidance for the Foreign EarningsRepatriation Provision within the American Jobs Creations Act of 2004."* The AJCAintroduces a limited time 85% dividends received deduction on the repatriation of certainforeign earnings to a U.S. taxpayer (repatriation provision), provided certain criteriaare met. FAS No. 109-2 provides accounting and disclosure guidance for the repatriationprovision. Although FAS 109-2 is effective immediately, we have not begun our analysis anddo not expect to be able to complete our evaluation of the repatriation provision untilafter Congress or the Treasury Department provides additional clarifying language on keyelements of the provision.

In December 2004, the FASB issued SFAS No. 153, *"Exchanges ofNonmonetary Assets—an amendment of APB Opinion No. 29,"* which is effectivefor us starting July 1, 2005. In the past, we were frequently required to measure thevalue of assets exchanged in non-monetary transactions by using the net book value of theasset relinquished. Under SFAS No. 153, we will measure assets exchanged at fair value, aslong as the transaction has commercial substance and the fair value of the assetsexchanged is determinable within reasonable limits. A non-monetary exchange has commercialsubstance if the future cash flows of the entity are expected to change significantly as aresult of the exchange. The adoption of SFAS No. 153 is not anticipated to have a materialeffect on our consolidated financial position, results of operations or cash flows**.
Zaxis International Inc.Notes to Financial StatementsDecember 31, 2005
**1. "Fresh Start" Accounting: 
On November 6, 2002 all assets were transferred to the chapter 7trustee in settlement of all outstanding corporate obligations. We adopted"fresh-start" accounting as of November 7, 2002 in accordance with proceduresspecified by AICPA Statement of Position ("SOP") No. 90-7, "FinancialReporting by Entities in Reorganization under the Bankruptcy Code."

All results for periods subsequent to November 7, 2002 are referred toas those of the "Successor Company". 

In accordance with SOP No. 90-7, the reorganized value of the Companywas allocated to the Company's assets based on procedures specified by SFAS No. 141,"Business Combinations". Each liability existing at the plan sale date, otherthan deferred taxes, was stated at the present value of the amounts to be paid atappropriate market rates. It was determined that the Company's reorganization valuecomputed immediately before November 6, 2002 was $0. We adopted "fresh-start"accounting because holders of existing voting shares immediately before filing andconfirmation of the sale received less than 50% of the voting shares of the emergingentity and its reorganization value is less than its post-petition liabilities and allowedclaims.
**2. Bankruptcy Proceedings

On November 6, 2002, the Registrant filed a voluntary Chapter 7petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Northern District ofOhio (case no. 02-55160). On October 13, 2004, the Bankruptcy Court approved an Orderconfirming the sale of debtor's interest in personal property to Park Avenue Group Inc.The material terms of the transaction confirmed by Bankruptcy Court authorized Park AvenueGroup to appoint new members to the Registrant's board of directors and authorized thosenewly-appointed board of directors be to:

Ÿ amend the Article ofIncorporation to increase the number of authorized shares to 100,000,000 shares;Ÿ amend the Article of Incorporation to change thepar value of our common and preferred stock to $0.0001;Ÿ issue up to 30,000,000 shares of common stock, parvalue $0.0001 to the new management which management was appointed by thenewly-constituted board of directors;Ÿ implement a reverse split of the issued andoutstanding shares in a ratio to be determined by the board of directors;Ÿ cancel and extinguish all common share conversionrights of any kind, including without limitation, warrants, options, convertible bonds,other convertible debt instruments and convertible preferred stock; andŸ cancel and extinguish all preferred shares of everyseries and accompanying conversion rights of any kind.
The accounts of the former subsidiaries were not included in the saleand have not been carried forward.
**Resultant Change in Control: Resultant Change in Control: Inconnection with the Order confirming the sale of debtor's interest in certain intangiblepersonal property to Park Avenue Group Inc. approved by the U.S. Bankruptcy Court NorthernDistrict of Ohio on October 13, 2004, the Court authorized a change in control pursuant towhich Ivo Heiden became our sole director on October 13, 2004, and was appointed presidentby the new board of directors on October 19, 2004. The Court order further provided thatthe sale was free and clear of liens, claims and interests of others and that the sale wasfree and clear of any and all other real or personal property interests, including anyinterests in Zaxis's subsidiaries. The Bankruptcy Court Order provided that the existingofficers and directors were deemed removed from office and also authorized the appointmentof new members to the board of directors.

On November 30, 2004 the board of directors approved and authorized anamendment of our Article of Incorporation to establish a series B convertible preferredstock, par value $0.0001 ("Series B Convertible Preferred Stock"). The holdersof the Series B Convertible Preferred Stock shall be entitled to 20 (twenty) votes on allmatters submitted to a vote of the stockholders of the Registrant. The holders of Series BConvertible Preferred Stock shall have the right to convert each share into 20 (twenty)shares of common stock upon their written request at any time. On December 7, 2004, theboard of directors authorized 2,000,000 shares of Series B Convertible Preferred Stock andissued 840,000 Series B Convertible Preferred Stock that resulted in a change in control.
**3. Income Taxes:

Our net operating loss carryovers available to reduce future incometaxes were reduced or eliminated through our bankruptcy proceedings. We have adopted SFAS109 which provides for the recognition of a deferred tax asset based upon the value theloss carry-forwards will have to reduce future income taxes and management's estimate ofthe probability of the realization of these tax benefits.

Utilization of federal and state NOL and tax credit carry forwards maybe subject to a substantial annual limitation due to the ownership change limitationsprovided by the Internal Revenue Code of 1986, as amended and similar state provisions.The annual limitation may result in the expiration of NOL and tax credit carry forwardsbefore full utilization.
**4. Commitments: 

The Company, prior to its bankruptcy, was a party to numerous claimsand threatened litigation. As a result of the bankruptcy and the subsequent transfer bythe Bankruptcy Trustee of the Company’s corporate shell entity free of all liens,claims and encumbrances pursuant to Section 363(f) of the US Bankruptcy Code, the Companyis no longer party to any litigation.

The Company is not a party to any leases and does not have anycommitments.**4. Stockholders' Equity: *Common Stock

In November, 2004, we modified our authorized shares of common stock to100,000,000 par value $0.0001. All issued shares of common stock are entitled to vote on a1 share/1 vote basis. On October 4, 2005 we issued 16,800,000 shares upon the conversionof our Preferred stock. On October 5, 2005 we issued 55,000,000 shares to one of ourofficers in satisfaction of $5,500 due on cash advances.
*Preferred Stock

On November, 2004 and pursuant to authority granted to it by thebankruptcy court, the Board cancelled and extinguished all issued and outstandingpreferred stock. All related dividends obligations were also extinguished (the eliminationof this preferred stock has been reflected in the 2002 financial statements) andauthorized 10,000,000 new shares of preferred stock, $0.0001 par value that may be issuedin one or more series. The Board of Directors of the Corporation is authorized to fix thepowers, preferences, rights, qualifications, limitations or restrictions of the PreferredStock and any series thereof pursuant to Section 151 of the Delaware General CorporationLaw. On December 7, 2004, we issued of 840,000 shares of Series B Convertible PreferredStock, which resulted in a change in control.

The Board of Directors of the Corporation is authorized to issue:

Ÿ Up to one million sharesof series A preferred stock, $0.0001 par value ("Series A Preferred Stock"), theholders of which shall have the right to appoint one (1) member to the Board of Directorsof the Corporation.Ÿ Up to two million shares of series B convertiblepreferred stock, $0.0001 par value ("Series B Convertible Preferred Stock"). Theholders of the Series B Convertible Preferred Stock shall have the following votingrights: Each share of Series B Convertible Preferred Stock shall be entitled to 20(twenty) votes on all matters submitted to a vote of the stockholders of the Corporation. 
In the event the Corporation shall at any time

Ÿ declare a dividend on theCommon Stock payable in shares of Common Stock,Ÿ subdivide the outstanding shares of Common Stock,Ÿ combine the outstanding shares of Common Stock intoa smaller number of shares orŸ issue any of its shares of capital stock in areclassification of the outstanding shares of Common Stock (including any suchreclassification in connection with a consolidation or merger in which the Corporation isthe continuing or surviving entity),
then in each such case the number of votes per share to which holdersof shares of Series B Convertible Preferred Stock would have been entitled to immediatelyprior to such event must be adjusted by multiplying such number by a fraction, thenumerator of which is the number of shares of Common Stock outstanding immediately aftersuch event and the denominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event. The holders of Series B Convertible PreferredStock have the right to convert each share into 20 (twenty) shares of Common Stock upontheir written request at any time. *Stock Based Compensation

Stock based compensation is accounted for by using the intrinsic valuebased method in accordance with Accounting Principles Board Opinion No. 25,"Accounting for Stock Issued to Employees" ("APB 25"). The Company hasadopted Statements of Financial Accounting Standards No. 123, "Accounting for StockBased Compensation, ("SFAS 123") which allows companies to either continue toaccount for stock based compensation to employees under APB 25, or adopt a fair valuebased method of accounting. The Company has elected to continue to account for stock basedcompensation to employees under APB 25. APB 25 recognizes compensation expense for optionsgranted to employees only when the market price of the stock exceeds the grant exerciseprice at the date of the grant. The amount reflected as compensation expense is measuredas the difference between the exercise price and the market value at the date of thegrant. 

There are no employee or non-employee options granted.******************************************