FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from .................to.................

                         Commission file number 33-19583

                            ZEVEX INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

          DELAWARE                                          87-0462807
(State or other jurisdiction of                         (I.R.S.   Employer
incorporation or organization)                          Identification No.)




                      4314 ZEVEX Park Lane, Salt Lake City,
                        Utah 84123 (Address of principal
                         executive offices and zip code)

                                 (801) 264-1001
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last
report)

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes  [   ]    No  [   ]    Not Applicable  [ X ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date. As of November 12, 1998, the
Company had outstanding  3,414,026  shares of common stock, par value $0.001 per
share.

<PAGE>




                                     PART I

                              FINANCIAL INFORMATION

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

               ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q
-------------------------------------------------------------------------------

ZEVEX International,  Inc. (the "Company"), files herewith balance sheets of the
Company as of  September  30,  1999,  and  December  31,  1998,  and the related
statements of operations and cash flows for the respective  three month and nine
month  periods  ended  September  30,  1999,  and 1998.  In the  opinion  of the
Company's management,  the financial statements reflect all adjustments,  all of
which  are  normal  recurring  adjustments,  necessary  to  fairly  present  the
financial  condition  of the  Company  for the interim  periods  presented.  The
financial  statements  included  in this  report on Form 10-Q  should be read in
conjunction with the audited  financial  statements of the Company and the notes
thereto  included in the annual  report of the Company on Form 10-K for the year
ended December 31, 1998.

                            See accompanying notes.

<PAGE>


                            ZEVEX INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                   <C>                <C>                            <C>



                                                                            Sept 30                       Dec. 31

                                                                             1999                          1998
                                                                             -----                         ----
                                                                          (unaudited)
                                                       ASSETS
Current assets:
              Cash and cash equivalents                                     $ 3,186,778                   $ 7,960,511
              Restricted cash for sinking
                 fund payment on IDB                                             60,745                       182,049
              Accounts receivable                                             4,975,968                     3,435,181
              Inventories                                                     6,067,509                     5,574,394
              Marketable securities                                             979,467                     1,598,032
              Deferred income taxes                                             171,960                       249,251
              Prepaid expenses                                                   63,256                        65,561
                                                                           ------------                   -----------
                              Total current assets                           15,505,683                    19,064,979

              Property and equipment, net                                     5,379,345                     5,505,643
              Patents and trademarks, net                                       134,799                       139,792
              Goodwill, net                                                   8,550,700                     8,998,006
              Other assets                                                        4,464                        52,559
                                                                           ------------                   -----------
                                                                           $ 29,574,991                  $ 33,760,979
                                                                           ============                  ============

                                         LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
              Accounts payable                                              $ 1,784,702                   $ 1,076,110
              Other accrued expenses                                            473,005                       684,952
              Income taxes payable                                              340,627                        50,891
              Bank lines of credit                                              705,292                       541,993
              Current portion of long-term debt                                 114,194                     5,042,000
                                                                             ----------                     ---------
                              Total current liabilities                       3,417,820                     7,395,946

             Deferred income taxes                                              125,398                        97,228
             Industrial development bond                                      1,700,000                     1,800,000
             Convertible debt, long-term                                      4,345,000                     4,350,000
             Other long-term liabilities                                             --                         3,270

Stockholders' equity:
              Common stock, $.001 par value: authorized
              10,000,000  shares, issued 3,420,726 and 3,418,876
                   respectively for Sept. 1999 and Dec. 1998                      3,420                         3,419
              Additional paid in capital                                     16,211,967                    17,381,793
              Less: Treasury stock                                             (50,790)                      (50,790)
              Unrealized loss on  marketable securities, net                   (30,750)                     (147,309)
              Retained earnings                                               3,852,926                     2,927,422
                                                                              ---------                     ---------
                                           Total stockholders' equity        19,986,773                    20,114,535
                                                                             ----------                    ----------
                                                                           $ 29,574,991                  $ 33,760,979
                                                                           ============                  ============
</TABLE>


<PAGE>


                            ZEVEX INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                     <C>            <C>        <C>



                                                   Three months ended                                   Nine months ended
                                                        Sept 30,                                             Sept 30,
                                             1999                   1998                     1999                       1998
                                      -------------------     -----------------       -------------------       --------------------
                                        (unaudited)            (unaudited)              (unaudited)                (unaudited)
Revenue:
   Product sales                          $  4,970,055           $  2,301,498              $ 14,347,617               $  7,205,922
   Engineering services                        718,076                 44,645                 1,483,371                    427,285
                                      -----------------     ------------------       -------------------       --------------------
Total revenue                                5,688,131              2,346,143                15,830,988                  7,633,207
Cost of sales                                3,167,330              2,038,200                 8,545,867                  4,898,227
                                      -----------------     ------------------       -------------------       --------------------
Gross profit                                 2,520,801                307,943                 7,285,121                  2,734,980

Operating expenses:
    General and administrative                 983,154                648,974                 3,056,534                  1,931,996
  Selling and marketing                        593,599                351,508                 1,701,334                    944,197
  Goodwill amortization                        156,904                     --                   465,316                         --
  Research and development                     160,068                 53,328                   458,813                    209,302
                                      -----------------     ------------------       -------------------       --------------------

Total operating expenses                     1,893,725              1,053,810                 5,681,997                  3,085,495

Operating income (loss)                        627,076              (745,867)                 1,603,124                  (350,515)
Other income (expense):
   Interest income                              11,235                158,188                    99,825                    427,252
   Interest expense                          (106,896)               (28,517)                 (327,030)                   (72,930)
   Unrealized gain (loss) on
     Marketable securities                           0               (42,963)                    87,903                     31,251
                                      -----------------     ------------------       -------------------       --------------------
Income (loss) before
provision for income taxes                     531,415              (659,159)                 1,463,822                     35,058

Provision (benefit)  for taxes                 199,674              (239,315)                   538,318                      7,387
                                      -----------------     ------------------       -------------------       --------------------

Net income (loss)                           $  331,741           $  (419,844)              $    925,504                $    42,445
                                      =================     ==================       ===================       ====================

Basic net income (loss) per share           $      .10           $      (.13)              $        .27                $       .01
                                      =================     ==================       ===================       ====================
Weighted average shares
   outstanding                               3,413,813              3,297,688                 3,413,140                  3,289,312
                                      =================     ==================       ===================       ====================

Diluted net income (loss) per share                .10                  (.12)                       .27                        .01
                                      =================     ==================       ===================       ====================
Diluted weighted average shares
   outstanding                               3,433,988              3,654,132                 3,435,485                  3,652,666
                                      =================     ==================       ===================       ====================

</TABLE>

                            See accompanying notes.


<PAGE>





                            ZEVEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S>                                                               <C>      <C>        <C>

                                                                            Nine months ended
                                                                                Sept 30,
                                                                        1999                1998
                                                                   ---------------     ---------------
                                                                    (unaudited)         (unaudited)
Cash flows from operating activities
Net income                                                         $      925,504           $  42,445

Adjustments to reconcile  net income to net cash (used in) provided by operating
   activities:
      Depreciation and amortization                                     1,007,637             343,519
      Decrease (benefit) for deferred income taxes                        105,461            (34,399)
      Unrealized loss on marketable securities                            116,559              74,169
      Changes in operating assets and liabilities:
         Decrease in restricted cash for sinking  fund
         payment on industrial development bond                           121,304              21,105
         Increase in accounts receivable                              (1,540,787)            (77,555)
         Increase in inventories                                        (493,115)           (793,304)
         Decrease (increase) in marketable securities                     618,565           (858,425)
         Decrease (increase) in prepaid expenses                            2,305           (163,706)
         Decrease (increase) in other assets                               48,095            (28,894)
         Increase in accounts payable                                     708,592             603,252
         Decrease in accrued liabilities                                (211,947)             (2,752)
         Increase (decrease) in income taxes payable                      289,736           (285,403)
                                                                   ---------------     ---------------
Net cash (used in) provided by operating activities                     1,697,909         (1,159,948)
Cash flows from investing activities
Purchase of property and equipment                                      (426,770)         (1,055,200)
Additions to patents and trademarks                                       (2,270)            (20,462)
                                                                   ---------------     ---------------
Net cash used in investing activities                                   (429,040)         (1,075,662)
Cash flows from financing activities
Repurchase of common stock warrants                                   (1,175,000)                  --
Proceeds from exercise of stock options                                     5,175              23,660
Proceeds from exercise of warrants                                             --             105,000
Purchase of treasury stock                                                     --            (50,790)
Payments on debt from business acquisitions                           (4,936,076)                  --
Proceeds/repayment of bank line of credit                                 163,299                  --
Repayment of industrial development bond                                (100,000)           (100,000)
                                                                   ---------------     ---------------
Net cash used in by financing activities                              (6,042,602)            (22,130)
                                                                   ---------------     ---------------
Net decrease in cash and cash equivalents                             (4,773,733)         (2,257,740)
Cash and cash equivalents at beginning of period                        7,960,511           2,260,426
                                                                   ---------------     ---------------
Cash and cash equivalents at end of period                             $3,186,778           $   2,686
                                                                   ===============     ===============

</TABLE>

                            See accompanying notes.


<PAGE>





                            ZEVEX INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1999


1.  Summary of Significant Accounting Policies

Description of Organization and Business

The Company was  incorporated  under the laws of the State of Nevada on December
30, 1987. The Company was originally incorporated as Downey Industries, Inc. and
changed its name to ZEVEX  International,  Inc. on August 15, 1988.  In November
1997 the Company  reincorporated  into  Delaware.  During  1998,  the  Company's
operations consisted of the business of its wholly-owned subsidiary, ZEVEX, Inc.
In December 1998, the Company acquired an additional  product line and completed
the  acquisition of two additional  subsidiaries,  Aborn  Electronics,  Inc. and
JTech  Medical  Industries,  Inc.  The Company and its  subsidiaries  design and
manufacture  advanced  medical  devices,   including  surgical  systems,  device
components,  and sensors for medical and industrial  technology  companies.  The
Company and its  subsidiaries  also  design,  manufacture,  and market their own
medical  devices  using  proprietary  technologies.  The  Company's  design  and
manufacturing  service  customers are primarily  medical  technology  companies,
which sell the Company's systems and devices under private labels or incorporate
the Company's devices into their products.

Principles of Consolidation

The  consolidated  balance  sheet at September 30, 1999 and December 31, 1998 to
include the accounts of ZEVEX International, Inc. (Company) and its wholly-owned
operating subsidiaries,  ZEVEX, Inc., Aborn Electronics, Inc., and JTech Medical
Industries,  Inc. The consolidated  statement of operations excludes the results
of Aborn and JTech for September 30, 1998,  because these two acquisitions  were
consummated  effective  as of December  31, 1998.  At  September  30, 1998,  the
consolidated  financial  statements include the accounts of ZEVEX International,
Inc.  (Company)  and its  wholly-owned  operating  subsidiary  ZEVEX,  Inc.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
with the  instructions  to Form 10-Q of  Regulation  S-X.  Accordingly,  certain
information and footnote  disclosures  normally  included in complete  financial
statements have been condensed or omitted.  These financial statements should be
read in conjunction with the financial statements and footnotes thereto included
in the Company's 1998 Annual Report on SEC Form 10-K.

In the  opinion  of  management,  all  adjustments  (consisting  of  normal  and
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  The results of operations  for interim  periods are not indicative of
the results of operations to be expected for a full year.




2.  Bank Line of Credit

The Company renewed its line of credit arrangement with a financial  institution
for $5  million.  The  line  matures  on May 31,  2000.  The line of  credit  is
collateralized  by accounts  receivable  and inventory and bears interest at the
prime rate,  8.25% at September  30, 1999 and 7.75% at December  31,  1998.  The
Company's  balance on its line of credit was $705,292 at September  30, 1999 and
$441,993 at December 31, 1998. Under the line of credit  agreement,  the Company
is restricted from declaring cash dividends.  In addition, the Company's line of
credit  contains  certain  financial  covenants.  As of September 30, 1999,  the
Company was in compliance with these financial covenants.

In  addition,  JTech  had a line of  credit  with a  financial  institution  for
$150,000.  The line bore  interest  at the prime rate plus 1% (8.75% at December
31, 1998) that matured on March 15, 1999 and was not renewed.  The balance under
this line of credit was $100,000 at December  31,  1998.  The line of credit was
collateralized  by all of the assets of JTech and contained  certain  covenants.
JTech was in compliance with the debt covenants at December 31, 1998.

3.  Repurchase of Common Stock

On June 14, 1999,  the Company  repurchased  470,0000  outstanding  Common Stock
Warrants for  $1,175,000.  On February 4, 1998,  the Company  repurchased  6,700
shares of  outstanding  Common Stock for $50,790  which the Company  anticipates
that it will be contributed to the Employees' Stock Ownership Plan.

4.  Related Party Transactions

On December 31, 1998,  the Company  acquired  JTech pursuant to a Stock Purchase
Agreement among the Company and the four shareholders of JTech (the "JTech Stock
Purchase").  Leonard C. Smith, one of the selling JTech  shareholders,  received
$1,257,900  in cash and a  convertible  debenture in  connection  with the JTech
Stock  Purchase.  The  convertible   debenture,   in  the  principal  amount  of
$1,290,000,  is due January 6, 2002 and is  convertible  at Mr.  Smith's  option
during the period from January 6, 2000 to January 6, 2002 at $11 per share.

JTech also entered into an  Employment  Agreement  with Leonard C. Smith,  dated
December 31, 1998, which provides that Mr. Smith serve as President of JTech for
three  years at a salary  of  $100,000  per  year.  Pursuant  to the  employment
agreement,  Mr. Smith also  received an option to purchase  40,000 shares of the
Company's common stock, vesting over four years, at $5.00 per share, the closing
price of such stock on Nasdaq on the date of the JTech Stock Purchase. Mr. Smith
was appointed to fill a vacancy on the Company's  Board of Directors,  effective
April 26,  1999.  Mr.  Smith's  term on the Board will expire at the 2001 annual
meeting of shareholders.

On April 15, 1997, the Company entered into a consulting  agreement with another
company owned by certain  stockholders to provide  services related to strategic
planning, public relations,  financing and potential acquisition of new products
or companies. Under the consulting agreement, the Company paid an initial fee of
$50,000,  and paid  $10,000 per month for two years.  The  agreement  expired in
April 1999. In addition,  these certain  stockholders have the right to nominate
one  director to the  Company's  Board of  Directors.  The certain  stockholders
exercised this right with its nomination of Kirk Blosch in June 1998. Mr. Blosch
is serving a 3-year term as a director, which term expires at the annual meeting
of shareholders in June 2002.

5.       Comprehensive Income

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  ("SFAS")  No. 130,  "Reporting  Comprehensive  Income".  SFAS No. 130
requires that all items recognized  under accounting  standards as components of
comprehensive  income be  reported  in an  annual  financial  statement  that is
displayed with the same prominence as other annual  financial  statements.  This
statement  also requires that an entity  classify  items of other  comprehensive
income by their nature in an annual  financial  statement.  Other  comprehensive
income may include  foreign  currency  translation  adjustments,  and unrealized
gains and losses on marketable securities classified as available-for-sale.  For
the nine months ending  September 30, 1999, SFAS No. 130 would have required the
Company to show comprehensive income of $116,559 (net of tax effect) higher than
net income reported on the Company's financial statements.

6. Inventories
<TABLE>
<CAPTION>
<S>                                                  <C>                    <C>

Inventories consist of the following:
                                                        September 1999      December 1998
                                                      ---------------------------------------

Materials                                                $    2,787,423     $    3,156,276
Work in Progress                                              2,303,644          1,831,112
Finished goods, including completed subassemblies
                                                                976,442            587,006
                                                      =======================================
                                                         $    6,067,509     $    5,574,394
                                                      =======================================
</TABLE>


7. Net Income Per Common Share

Basic net income per common share is  calculated  by dividing net income for the
period  by  the   weighted-average   number  of  the  Company's   common  shares
outstanding.

Diluted net income per common share  includes the dilutive  effect of options in
the  weighted-average  number of the  Company's  common  shares  outstanding  as
calculated using the treasury stock method.


<PAGE>


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

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------

Results of Operations

The Company's  revenues for the third quarter of 1999  increased to  $5,688,131,
from $2,346,143 for the third quarter of 1998, an increase of approximately 142%
for the three months  ended  September  30,  1999.  For the first nine months of
1999, revenues increased 107% to $15,830,988 from $7,633,207 for the nine months
ended 1998. During the first nine months of 1999, 12% of total revenues resulted
from sales to one customer,  who was not a major  customer in 1998,  compared to
51% of total  revenues  for the first nine  months of 1998,  from sales to three
customers.  Sales of the Company's  proprietary  enteral  feeding  products line
accounted for  approximately  38% of the total revenues for the third quarter of
1999,  compared  to 39% for the third  quarter of 1998.  Sales of the  Company's
proprietary  JTech product line,  accounted for  approximately  13% of the total
revenues  for the third  quarter of 1999.  Forty-nine  percent of the  Company's
revenues in the third quarter 1999 were products, which are manufactured for and
sold to OEM customers,  who market the final product. Fifty percent of the first
nine months  revenues were sold to OEM customers,  who market the final product.
The Company's  manufacturing  revenue  growth  depends upon growth in demand for
systems,  devices and instruments  manufactured by ZEVEX, and ZEVEX's ability to
acquire  additional  manufacturing  service  contracts  from medical  technology
companies.  ZEVEX's contract manufacturing  customers have complete control over
the marketing and sales of products that ZEVEX  manufactures for them. ZEVEX has
no ability to  increase  demand for  instruments  that it  manufactures  for its
contract-manufacturing  customers.  No assurances  can be given that orders from
any  customer  will  increase or remain at current  levels or that they will not
decline.

The Company's gross profit as a percentage of revenues was approximately 44% for
the three months ended  September 30, 1999,  as compared to 13% for 1998.  Gross
profits for nine months ended  September 30, were 46% for 1999 and 36% for 1998.
Management  attributes the increase in gross profit percentage year over year to
a number of matters, including (1) a shift in the revenue mix of its products to
higher  margin  items  that were  sold  during  1999,  (2)  consistent  delivery
schedules  dictated by the Company's larger  customers,  and (3) the Company not
having  certain  costs  incurred  in  1998  related  to  the  Nutrition  Medical
acquisition as well as non-recurring engineering (NRE) tooling.

Selling,  general  and  administrative  expenses  for  the  three  months  ended
September 30, 1999, increased $576,271, from $1,000,482 in 1998 to $1,576,753 in
1999.  For  nine  months  ended  September  30,  1999,   selling,   general  and
administrative  increased  $1,881,675  from  $2,876,193 in 1998 to $4,757,868 in
1999.  Increased expenses resulted from the Company's  continuing growth,  which
has resulted  primarily from the  acquisitions  of JTech and Aborn.  An expanded
sales  and  marketing  effort  increased  staffing,   travel,   advertising  and
administrative  expenses related to the Company's proprietary clinical nutrition
delivery  product line and JTech product lines. The Company also had an increase
in  expenses  related  to  employees,  such as  insurance,  taxes,  and  pension
benefits.  After  consideration  for the one time  expenditures  related  to the
Nutrition Medical product line acquisition the Company believes that general and
administrative   expenses  in  1999  as  related  to  sales  will   continue  at
approximately the same percentage as in the previous two years.

Research and development  expenses vary from quarter to quarter depending on the
number and nature of pending research and development projects and their various
stages of completion.  For the three months ended  September 30, 1999,  research
and  development  expenses were $160,068,  compared to $53,328 in 1998. For nine
months ended September 30, 1999, research and development expenses were $458,313
as  compared to  $209,302  for 1998.  Significant  fluctuations  experienced  in
research  and  development  are  due to the  timing  of the  Company's  research
projects.  Expenses  incurred  during the third  quarter were for the  continued
development of new  applications  of the Company's  ultrasound  technology,  the
clinical nutrition and JTech proprietary products. Management believes investing
in research and development will serve the Company's future well, and intends to
continue this  investment for the foreseeable  future.  Research and development
expenses will continue at  approximately  the same  percentage of revenues as in
the previous two years.

For the three  months  ended  September  30,  1999 the Company had net income of
$331,741, 5.8% of revenues compared to a $419,844 net loss, for the three months
ended  September  30, 1998.  Net income for the nine months ended  September 30,
1999,  Increased  to  $925,504,  5.8% of revenues,  from  $42,445,  0.5% of 1998
revenues.  The  increase  in net  income  during the third  quarter of 1999,  as
compared  to the third  quarter of 1998,  is  principally  due to the  increased
revenues,  higher margin  product sold through  increased  distribution  and the
acquisitions of JTech and Aborn subsidiaries.

As of  September  30,  1999,  the  Company's  backlog  of  customer  orders  was
$5,247,000,  as  compared  to  $6,327,000  on  September  30,  1998.  Management
estimates that  approximately 60% of the backlog will be shipped before December
31, 1999. The Company's  backlog is for contract  manufacturing  only and can be
drastically  affected  by the timing of annual or  semi-annual  purchase  orders
placed by its customers.

Liquidity and Capital Resources

During the three months and nine months ended  September  30, 1999,  the Company
produced net income of $331,741 and  $925,504,  respectively,  compared to a net
loss of $419,844 and net income of $42,445,  respectively,  for the three months
and nine months ended  September 30, 1998.  Cash decreased by $4,773,733 for the
nine months ending  September 30, 1999, as the Company made payments on business
acquisition  debt,  repurchase  common stock  warrants and  continued to fund an
increase  in  accounts  receivable  and  inventories,  as well as  purchases  of
property, plant and equipment.

The  Company's  investment in property,  patents from new research,  production,
test equipment and tooling was $429,040 for the nine months ended  September 30,
1999, compared to $1,075,662 in 1998. The Company paid $580,000 in March 1998 to
purchase  a parcel  of  land,  approximately  3.47  acres,  to the  north of its
facility.  Total  expenditures  for equipment of $426,770 in 1999 were primarily
due to upgrading the Company's  research,  design and engineering  capabilities.
The Company  expects to spend  approximately  $100,000 for the remainder of 1999
for additional manufacturing equipment, as well as for normal replacement of old
equipment.  The Company also  anticipates  approximately  $150,000 of additional
research and development expenses during 1999.

The Company's working capital at September 30, 1999 was $12,087,863, compared to
$16,438,601 at September 30, 1998. The decrease in working  capital is primarily
due to the payment on debt  related to the  acquisitions  completed  in December
1998,  as  described  in the  Acquisition  section of the Notes to  Consolidated
Financial  Statements  in the  Company's  Annual  Report on SEC From  10-K.  The
portion of working capital  represented by cash at such dates was $3,186,778 and
$2,686 respectively.  The Company however had in addition to the cash balance on
September 30, 1998 $11,133,568 in short term, investment grade, interest bearing
investments  as  compared to $979,467  in 1999.  The  Company  uses  substantial
portions  of its  cash  from  time to time to  fund  its  operations,  including
increases in inventories,  accounts receivable and work in process in connection
with  various  customer  orders.  The  Company  feels  its  working  capital  is
sufficient for operations for the next twelve months.

Year 2000 Compliance

Many  existing  computer  programs,  worldwide,  use only the last two digits to
refer to a year.  Such  computer  programs  may not  properly  recognize  a year
beginning with "20" instead of the current "19". If not corrected, many computer
applications  could fail or create  incorrect  results.  This phenomena is often
referred to as the "Year 2000" or "Y2K" problem.  There is  substantial  concern
that  if the  Year  2000  problem  is not  adequately  addressed,  there  may be
widespread problems with computer  applications in all areas of use, potentially
affecting the global economy.

If the Company's  internal systems and products do not correctly  recognize date
information  when the year changes to 2000,  there could be an adverse impact on
the Company's operations.  Additionally,  if the Company's supplier,  customers,
and other parties  experience Y2K  difficulties,  the Company could be adversely
affected.  The Company is  continuing  the process of assessing  and  correcting
potential Year 2000 problems with the Company's operations.

         State of Readiness

With regard to its information systems  (financial,  supply,  inventory,  order,
office support, etc.) the Company has developed and begun implementing a plan to
convert all necessary systems to be ready for the year 2000. Approximately 98.5%
of the  necessary  systems  have  been  determined  to be Y2K  compliant  by the
Company,  or have  been  upgraded  to new  systems  which are  certified  by the
manufacturer  as Year 2000  compliant.  Completion of correction or upgrading of
the remaining necessary systems is expected by December 1, 1999.

With  regard to its  non-information  system  operations,  the Company is in the
process of  reviewing  and  correcting  Y2K  problems  in the  following  areas:
products  currently  manufactured by the Company;  manufacturing and engineering
systems; and building systems. This review is approximately 99% complete and the
Company has been able to correct or plans to correct prior to 2000 each material
Y2K issue identified in the review.

With regard to potential Y2K issues for the Company's major material  suppliers,
the Company is in the process of communicating  with such parties.  Although not
all major suppliers have indicated their Y2K compliance, the Company has not yet
identified  any major supplier that believes it will be unable to operate due to
Y2K  problems  in 2000.  Generally,  the  Company  has  alternative  sources for
supplies in the event a supplier  experiences such  difficulties and the Company
does not presently  anticipate material  difficulties in obtaining materials due
to suppliers' Y2K problems.

With regard to major  customers,  the Company has had  communications  with such
parties and is reviewing  responses  regarding the Companies Y2K compliance.  To
date, the Company has  insufficient  information  from such parties to determine
the potential impact on the Company if such parties experience Y2K difficulties.

With regard to  third-party  utilities  and  services  (for  example,  telephone
electrical, bankcard processing and shipping services), the Company has no plans
to evaluate the Y2K readiness of such providers.

         Cost to Address Y2K Issues

As of October 25, 1999, the Company has spent approximately $195,000 in hardware
and  software  expenses to upgrade or correct Y2K  problems  with the  Company's
internal  systems.  The  Company  currently  expects to incur  approximately  an
additional  $5,000 in costs for further  upgrades and  corrections.  These costs
include,  however,  costs to upgrade and replace  systems that would have in the
normal course of business.  The estimated costs are based on  management's  best
projections  but there can be no guarantee that these forecasts will be achieved
and actual  results  could differ  materially  from those  anticipated.  Company
management  anticipates  that these costs will be funded through  operating cash
flows. The Company has not yet been able to estimate the costs it may incur as a
result of its suppliers and customers experiencing Y2K difficulties.

         Risk of the Company's Y2K Issues

The Company  anticipates  that the material risks related to its information and
non-information  systems will be timely  mitigated by current efforts being made
by the Company to identify and correct internal Y2K problems.  However, there is
no  guarantee  that the Company  will  successfully  identify or correct all Y2K
problems in a timely  manner.  For example,  due to the inherent  limitations of
real-time clock devices and system BIOS in the Company's manufacturing equipment
or building  systems,  continued  review and testing  could  uncover  additional
problems. In some cases, problems may be unforeseen, and occur regardless of the
testing and review that is done.

Other  major  Y2K risks  for the  Company  arise  from the  potential  for major
customers to experience financial or operational difficulties resulting from Y2K
problems.  If such customers  reduce their orders for the Company's  products or
services, the Company's operations could be adversely affected.

Additionally,  a major potential Y2K risk to the Company's operations is service
disruption from third-party providers that supply telephone, electrical, banking
and shipping  services.  Any disruption of these critical  services would hinder
the Company's ability to receive, process and ship orders.


<PAGE>



Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private
Securities Litigation Reform Act of 1995

When used in this report, the words "estimate," "believe," "project" and similar
expressions,  together with other  discussion  of future trends or results,  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
Such statements are subject to certain risks and uncertainties,  including those
discussed below, that could cause actual results to differ materially from those
projected.  These  forward-looking  statements speak only as of the date hereof.
All of these  forward-looking  statements are based on estimates and assumptions
made by management of the Company, which although believed to be reasonable, are
inherently uncertain and difficult to predict.  Therefore, undue reliance should
not be placed upon such  estimates.  There can be no assurance that the benefits
anticipated in these forward-looking  statements will be achieved. The following
important  factors,  among  others,  could  cause the Company not to achieve the
benefits  contemplated  herein,  or  otherwise  cause the  Company's  results of
operations  to be  adversely  affected  in  future  periods:  (i)  continued  or
increased competitive pressures from existing competitors and new entrants; (ii)
unanticipated  costs related to the Company's  growth and operating  strategies;
(iii) loss or retirement of key members of management; (iv) increase in interest
rates of the Company's  cost of borrowing,  or a default under any material debt
agreement;  (v) prolonged labor  disruption;  (vi)  deterioration  in general of
regional  economic  conditions;  (vii) adverse state or federal  legislation  or
regulation  that  increases  the cost of  compliance,  or adverse  findings by a
regulator  with respect to existing  operations;  (viii) loss of  customers;(ix)
adverse  determinations in connection with pending or future litigation or other
material  claims and  judgments  against the Company;  (x)  inability to achieve
future sales;  and (xi) the  unavailability  of funds for capital  expenditures.
Many of such factors are beyond the control of the Company.  Please refer to the
Company's  SEC Form 10-K for its  fiscal  year  ended  December  31,  1998,  for
additional cautionary statements.

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

                 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE
                                ABOUT MARKET RISK
-------------------------------------------------------------------------------

No  significant  changes in the market have  occurred  since  December 31, 1998.
Please refer to the Company's  SEC Form 10-K for its fiscal year ended  December
31, 1998, for additional discussions on market risks.


<PAGE>


                                     PART II


Item 1.  Legal Proceedings - None.
Item 2.  Changes in Securities and Use of Proceeds - None.
Item 3.  Defaults upon Senior Securities - None.
Item 4.  Submission of Matters to a Vote of Security Holders - None.
Item 5.  Other Information - None.
Item 6.  Exhibits and Reports on Form 8-K - None.


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

                                   SIGNATURES
-------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


ZEVEX INTERNATIONAL, INC.


Dated:  November 10, 1999
                                     By   /s/ Dean G. Constantine
                                       Dean G. Constantine, President
                                      (Chief Executive Officer)

                                      By   /s/ Phillip L. McStotts
                                        Phillip L. McStotts, Secretary
                                       (Principal Financial Officer)