UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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x Preliminary Information Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
¨ Definitive Information Statement
ZAXIS INTERNATIONAL INC.
(Name of Registrant as Specified In Its Charter)
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INFORMATION STATEMENT
OF
ZAXIS INTERNATIONAL INC.
6399 WILSHIRE BLVD., SUITE 1019
LOS ANGELES, CA 90048
TELEPHONE (323) 951-0575
We Are Not Asking You For A Proxy And You Are Requested Not To Send Us A Proxy.
This Information Statement is first being furnished on or about July __, 2008 to the shareholders of record as of the close of business on July 11, 2008 of the common stock of Zaxis International Inc. ("ZAXS"). At the record date there were a total of 99,933,155 shares of common stock, par value $0.0001, having one vote per share ("Common Stock").
ZAXS's board of director has approved, and a stockholder owning 71,600,000 shares of the 99,933,155 shares of ZAXS's issued and outstanding Common Stock as of July 11, 2008, has consented in writing to the action described below. Such approval and consent constitute the approval and consent of a majority of the total number of outstanding shares of Common Stock and are sufficient under Title 8, Subchapter VII, Section 228 of the Delaware General Corporation Laws and ZAXS's by-laws to approve the action. Accordingly, the action will not be submitted to the other stockholders of ZAXS for a vote, and this Information Statement is being furnished to stockholders of record to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation 14C, as well as the requirements of Section 228 of the Delaware General Corporation Laws.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
ZAXS will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. ZAXS will only deliver one Information Statement to multiple security holders sharing an address unless ZAXS has received contrary instructions from one or more of the security holders. Upon written or oral request, ZAXS will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any security holder or holders sharing an address to which multiple copies are now delivered. You should direct any such requests to the following address:
ZAXIS INTERNATIONAL INC.
6399 WILSHIRE BLVD., SUITE 1019
LOS ANGELES, CA 90048
TELEPHONE (323) 951-0575
Attn: Ivo Heiden, CEO and Chairman
INFORMATION ON CONSENTING STOCKHOLDERS
Pursuant to ZAXS’s by-laws and the Delaware General Corporation Laws, a vote by the holders of at least a majority of ZAXS's issued and outstanding shares of Common Stock is required to effect the action described herein. ZAXS’s articles of incorporation do not authorize cumulative voting. As of the record date, ZAXS had 99,933,155 shares of common stock issued and outstanding of which 49,966,578 shares are required to pass any stockholder resolutions. The consenting stockholder is the record and beneficial owners of 71,600,000 shares of ZAXS's Common Stock as of July 11, 2008 representing 71.65% of the issued and outstanding shares of Common Stock of ZAXS. Pursuant to Section 228 of the Delaware General Corporation Laws, the consenting stockholder voted in favor of the actions described herein in a joint written consent, dated July 10, 2008, attached hereto as Exhibit A. No consideration was paid for the consent. The consenting stockholder's name, affiliations with ZAXS, and his beneficial holdings are as follows:
| Name | Affiliation | Shares Beneficially Held | Percentage |
| Ivo Heiden | Shareholder, CEO and Chairman | 71,600,000 | 71.65% |
| Total | 71,600,000 | 71.65% |
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None
DISSENTERS’ RIGHT OF APPRAISAL
None
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 10, 2008, certain information regarding the ownership of ZAXS’s capital stock by ZAXS's sole director and executive officer and each person who is known to ZAXS to be a beneficial owner of more than 5% of ZAXS’s Common Stock. Unless otherwise indicated below, to ZAXS’s knowledge, the person listed below has sole voting and investing power with respect to his shares of Common Stock, except to the extent authority is shared by spouses under applicable community property laws.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class(1) |
| Common Stock | Ivo Heiden 6399 Wilshire Blvd., Suite 1019, Los Angeles, CA 90048 | 71,600,000 shares | 71.65% |
Common Stock | Officer and director (1 person) | 71,600,000 shares | 71.65% |
| (1) The percentage and ownership is based on 99,933,155 issued and outstanding shares as of July 11, 2008. | |||
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS
The following action was taken based upon the unanimous recommendation of ZAXS's board of directors (the "Board") and the written consent of the consenting stockholder as set forth in Exhibit A:
ACTION I
REVERSE STOCK SPLIT
MATERIAL TERMS OF THE REVERSE SPLIT
The Board has unanimously adopted and the consenting stockholder has approved a resolution, attached as Exhibit A hereto, to effect a one-for-hundred (1:100) reverse stock split of the Common Stock of ZAXS (the "Reverse Split"). The resulting share ownership interest including resulting fractional shares for each individual shareholder shall be rounded up to the first whole integer. The Board and the consenting stockholder believe that the Reverse Split is in ZAXS's best interests, principally because it will enable ZAXS to issue additional shares in connection with a reverse merger and/or other business-combination transactions related to its ongoing efforts to acquire an operating business. As of the date of this Information Statement, ZAXS is not negotiating with any party nor has it identified any potential business combination candidate.
The immediate effect of the Reverse Split will be to reduce the total number of shares of ZAXS Common Stock from approximately 99,933,155 shares to approximately 999,331 shares of Common Stock issued and outstanding. The Company's authorized number of Common Stock, 100,000,000 shares, par value $0.0001, and preferred stock, 10,000,000 shares, par value $0.0001, will remain the same after the Reverse Split.
The Reverse Split will affect all of the holders of ZAXS's Common Stock uniformly and will not materially affect any stockholder's percentage ownership interest in ZAXS or proportionate voting power, except for insignificant changes that will result from the rounding of fractional shares.
The Reverse Split is expected to become effective on or about July __, 2008 (the "Effective Date"). The Reverse Split will take place on the Effective Date without any action on the part of the holders of ZAXS's Common Stock and without regard to current certificates representing shares of ZAXS's Common Stock being physically surrendered for certificates representing the number of shares of ZAXS Common Stock each stockholder is entitled to receive as a result of the Reverse Split.
No fractional shares will be issued in connection with the Reverse Split. Any fractional share will be rounded up to the first whole integer.
The Board resolution and stockholder' consent granting the authority to effect a one-for-hundred (1:100) reverse stock split of the Common Stock of ZAXS is attached hereto as Exhibit A.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary of certain material federal income tax consequences of the Reverse Split does not purport to be a complete discussion of all of the possible federal income tax consequences and is included for general information only. Further, it does not address any state, local, foreign or other income tax consequences, nor does it address the tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, non-resident alien individuals, broker-dealers and tax-exempt entities. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations and proposed regulations, court decisions and current administrative rulings and pronouncements of the Internal Revenue Service ("IRS"), all of which are subject to change, possibly with retroactive effect, and assumes that the shares of Common Stock will be held as a "capital asset" (generally, property held for investment) as defined in the Code.
Holders of Common Stock are advised to consult their own tax advisers regarding the federal income tax consequences of the proposed Reverse Split in light of their personal circumstances and the consequences under state, local and foreign tax laws. The Reverse Split will qualify as a recapitalization described in Section 368(a)(1)(E) of the Code. No gain or loss will be recognized by ZAXS in connection with the Reverse Split. No gain or loss will be recognized by a stockholder who exchanges all of his shares of pre-reverse Common Stock solely for shares of post-reverse Common Stock. The aggregate basis of the shares of the Common Stock to be received in the Reverse Split will be the same as the aggregate basis of the shares of Common Stock surrendered in exchange therefore. The holding period of the shares of Common Stock to be received in the Reverse Split will include the holding period of the shares of Common Stock surrendered in exchange therefor.
ZAXS's views regarding the tax consequences of the Reverse Split are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would accept the positions expressed above. The state and local tax consequences of the Reverse Split may vary significantly as to each stockholder, depending on the state in which such stockholder resides.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY, EACH HOLDER OF ZAXS COMMON STOCK IS URGED TO CONSULT WITH HIS OWN TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL, FOREIGN OR OTHER TAXING JURISDICTION.
EXHIBIT A
JOINT WRITTEN CONSENT
OF THE
BOARD OF DIRECTOR
AND
CONSENTING STOCKHOLDER
OF
ZAXIS INTERNATIONAL INC.
a Delaware Corporation
The undersigned, being the sole member of the board of directors of ZAXS, and the holder of a majority of the outstanding shares of Common Stock of Zaxis International Inc., a Delaware corporation (the "Corporation"), acting pursuant to the authority granted by Title 8, Subchapter VII, Section 228 of the Delaware General Corporation Laws and the by-laws of the Corporation, do hereby adopt the following resolutions by written consent as of this 11th day of July 2008:
REVERSE STOCK SPLIT
WHEREAS, the undersigned have determined, after reviewing the number of currently issued and outstanding shares of Common Stock of the Corporation, that it is in the best interests of the Corporation and its shareholders that every hundred (100) issued and outstanding shares of Common Stock of the Corporation be automatically split into 1 share of Common Stock, respectively (the "Reverse Split"). The resulting share ownership interest including resulting fractional shares for each individual shareholder shall be rounded up to the first whole integer.
WHEREAS, subject to and in compliance with Section 228 of the Delaware General Corporation Laws, it is deemed to be in the best interests of the Corporation and its shareholders that a record date for the Reverse Stock Split be set as July 11, 2008 (the "Record Date"), such that all persons holding shares of Common Stock on the Record Date shall have their shares of Common Stock split applying a ratio of 100 to 1 and that an effective date for the Reverse Split be set on or about July _, 2008;
NOW, THEREFORE, BE IT RESOLVED, that every 100 issued and outstanding shares of Common Stock be and hereby are automatically split into 1 share of Common Stock, respectively, and the resultant share ownership be rounded up to the first whole integer;
RESOLVED FURTHER, that the Record Date be, and hereby is approved;
RESOLVED FURTHER, that no fractional shares of Common Stock of the Corporation shall be issued. No stockholder of the Corporation shall transfer any fractional shares of Common Stock of the Corporation. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common Stock of the Corporation. Instead, any fractional share shall be rounded to the nearest first integer whole share. In plain English rounded up to the nearest whole share.
RESOLVED FURTHER, that, subject to the foregoing, the sole officer of the Corporation, be and hereby is authorized, empowered and directed, for and on behalf of the Corporation, to direct the Corporation’s transfer agent to record the appropriate number of shares of Common Stock held by each shareholder after giving effect to the Reverse Split and to take such further action as such officer deems necessary or appropriate to effectuate the purposes of the foregoing resolutions;
RESOLVED FURTHER, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation in connection with the foregoing resolutions are hereby ratified and approved as the actions of the Corporation.
This Joint Written Consent shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors and the stockholders of this Corporation. This Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Joint Written Consent.
| Chairman: | Consenting Shareholder: Number of shares of Common Stock: 71,600,000 or 71.65% |
| /s/ Ivo Heiden | /s/ Ivo Heiden |
| Ivo Heiden, July 11, 2008 | Ivo Heiden, July 11, 2008 |
