SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12b-25



                                                 Commission File Number 0-20771


                           NOTIFICATION OF LATE FILING


(Check One):
[X]  Form 10-K    [ ] Form 11-K    [ ] Form 20-F        [ ] Form 10-Q


For Period Ended:  June 30, 2003
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Nothing  in this  Form  shall be  construed  to imply  that the  Commission  has
verified any information  contained  herein.  If the  notification  relates to a
portion  of the  filing  checked  above,  identify  the  Item(s)  to  which  the
notification relates:
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Part I- Registrant Information
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Full Name of Registrant:   TransAxis, Inc.
                           ---------------

Former Name if Applicable: -----------------------------------------------------

Address of Principal Executive Office
(Street and Number):                              348 East 6400 South, Suite 220
                                                  ------------------------------

City, State and Zip Code:                         Salt Lake City, Utah 84107
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Part II - Rule 12b-25(b)and (c)


If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

[ X ]    (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

[ ]      (b)      The subject annual report or portion  thereof will be filed on
                  or before the 15th calendar day following the  prescribed  due
                  date; or the subject  quarterly report or portion thereof will
                  be filed on or before the fifth  calendar  day  following  the
                  prescribed due date; and

[ ]    (c)        The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


Part III - Narrative

State below in reasonable  detail the reasons why Form 10-K,  11-K, 20-F or 10-Q
or portion thereof could not be filed within the prescribed time period.

         The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         June 30, 2003 cannot be filed within the prescribed time period because
         the Company is experiencing delays in the collection and compilation of
         certain financial and other information  required to be included in the
         Form 10-KSB.  The Company's  Annual Report on Form 10-KSB will be filed
         as soon as practicable.


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Part IV - Other Information


(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification:

Marc A. Tager                        (707)                      937-5960
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  (Name)                         (Area Code)              (Telephone Number)

(2)      Have all other periodic  reports  required under 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
         report(s) been filed? If the answer is no, identify report(s):

                                                   [X]   Yes      [ ]    No

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

                                                   [ ]   Yes      [X]    No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.


                                 TRANSAXIS, INC.
                                 ---------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.



Date:  September 30, 2003       By:/s/ Marc A. Tager
                                   -----------------------------------------
                                       Marc A. Tager
                                       Acting Chief Operating Officer





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