Viewbix Inc. — Interim / Quarterly Report 2002

May 20, 2002

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 ZAXIS INTERNATIONAL INC. (Name of Issuer as specified in its charter)

1890 Georgetown Road, Hudson Ohio 44236 (Address of principal executive office) (330) 650-0444 (Registrant's telephone number) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filings for the past 90 days. Yes [X] No [ ] As of March 31, 2002, there were 16,230,623 shares of Common Stock outstanding and 170 shares of Redeemable Convertible Preferred Shares (`Preferred Stock") outstanding. Transitional Small Business Disclosure Format (check one): Yes: __ No: _X___ ZAXIS INTERNATIONAL INC. FORM 1O-QSB INDEX

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See notes to the consolidated financial statements. 7 ZAXIS INTERNATIONAL INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The financial statements present the consolidated financial position and results of operations of Zaxis International Inc. ("the Company") and its wholly-owned subsidiary, Zaxis Inc. All intercompany transactions and balances have been eliminated. The Company manufactures and sells products for use in electrophoresis, an electrochemical process used to analyze genetic material and its components such as proteins and DNA. The Company also sells equipment manufactured to its specifications, including power supplies used in performing electrophoresis. The Company's products are sold directly to institutions operating research laboratories and to distributors who market its products under the "Zaxis" name or their own private labels. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-B. These interim financial statements include all adjustments, consisting of normal recurring adjustments, which are in the opinion of management necessary for a fair presentation. However, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the three-month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 2001. NOTE 2 - GOING CONCERN The Company has incurred substantial losses in 2000 and 2001 and incurred a net loss of $156,918 for the quarter ended March 31, 2002. The Company does not expect to generate sufficient sales volume with its existing customer base to support its cost of operations through 2002 and, accordingly, will need to raise additional funds through borrowings or equity funding. The Company is actively pursuing additional funds through the issuance of either debt or equity instruments. However, such funds may not be available on favorable terms or at all. These factors raise substantial doubts about the Company's ability to continue as a going concern and the auditor's report contained in the Company's 2001 annual report on Form 10-KSB filed with the U.S. Securities and Exchange Commission contains an explanatory paragraph with respect to this matter. 8 ZAXIS INTERNATIONAL INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED (UNAUDITED) NOTE 3 - NOTES PAYABLE During the three months ended March 31, 2002, the Company issued notes aggregating $145,000 ($135,000 to related parties) with stated interest rates ranging from 4.25% to 7.5%. The notes mature at various dates through January 20, 2003 with the exception of $105,000 which are payable on demand. At March 31, 2002, the Company was delinquent on principal and interest payments of approximately $15,000 and $5,856.98, respectively. At March 31, 2002, amounts due to directors and former directors represents a bonus payable to a former officer/director payable in July 2002. NOTE 4 - COMMON STOCK During the three months ended March 31, 2002, the Company issued 15,000 shares of common stock for services. No stock options or warrants were granted during the quarter ended March 31, 2002. Stock options and warrants were excluded in the computation of diluted loss per share for the periods presented since their effect would have been antidilutive. NOTE 5 - CONTINGENCY On or about March 15, 2001, the Company entered into a Plan and Agreement of Merger (the "Merger Agreement") with Online Testing Center, Inc. ("OTC") relating to the proposed acquisition of OTC through a merger of OTC with and into the Company. Consummation of the Merger Agreement was subject to a number of conditions and provided for certain termination rights. The company notified OTC that it was terminating the Merger Agreement on April 6, 2001. OTC has alleged that the termination was invalid and that it intended to pursue its rights to enforce the Merger Agreement. To date, the Company is not aware that any action has commenced. Management of the Company believes that it had sufficient legal grounds to terminate the Merger Agreement and has no liability in any asserted action. NOTE 6 - DISCLOSURE As of this date, an Independent Auditor's review of the financial statements included in this filing has not been performed. If the review is completed at a later date, the quarterly report will be amended to remove this disclosure. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002. THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE SIGNIFIED BY SUCH WORDS AS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR SIMILAR LANGUAGE. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE HEREOF, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. IN EVALUATING THE COMPANY'S BUSINESS, THE COMPANY CAUTIONS PROSPECTIVE INVESTORS THAT ITS BUSINESS AND FINANCIAL PERFORMANCE ARE SUBJECT TO SUBSTANTIAL RISKS AND UNCERTAINTIES. RESULTS OF OPERATIONS Sales for the first three months ended March 31, 2002 were $212,819 as compared with $152,767 for the first three months of 2001. The 39.3% increase in sales for this quarter vs. the same quarter of 2001 resulted from increased revenue generated through existing accounts as well as the addition of new accounts. The Company's cost of goods sold for the three months ended March 31, 2002 vs. the same quarter in 2001 represented a 36.1% increase due primarily to increased sales volume and a reclassification of certain administrative expenses. Selling, general and administrative expenses declined by 23.3% from the year ago quarter. This decrease is primarily attributable to a reduction in staffing. The reclassification of certain expenses into costs of goods sold was also a contributing factor. Interest expense for the first quarter of 2002 was reduced by $7,517 or 17% compared to the first quarter in 2001 primarily due to a higher weighted-average debt outstanding in 2001 compared to 2002. The net loss for the quarter ended March 31, 2002 amounted to $(156,918) as compared to a net loss of $(243,653) for the same quarter in 2001. The loss per share was affected by the increase in the weighted average number of shares outstanding to 16,230,623 in the three months ended March 31, 2002 from 9,981,773 in the three months ended March 31, 2001. FINANCIAL CONDITION AND LIQUIDITY Cash used for operations amounted to $155,877 for the three months ended March 31, 2002. We had no property and equipment expenditures for the quarter. Cash provided from financing activities totaled $143,672 for the three months ended March 31, 2002 primarily due to the issuance of notes payable of $145,000. To support its anticipated cash needs, the Company will be required to raise additional capital through borrowings or equity financings. There can be no assurance that this will be achieved. The 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED) Company is working in 2002 to maintain steady relations with creditors while it strives to improve sales volume and demonstrate that the Company can be successful. The Company will continue to be reliant upon investor funding sources until the unit sales volumes result in sufficient revenue to support the Company's operations. There can be no assurance that the Company will continue to receive investor funding or that the Company will be able to strengthen its customer base sufficiently to generate the sales volume required to meet or exceed the cost of operations. PART II. OTHER INFORMATION ITEM 2(c). CHANGES IN SECURITIES AND USE OF PROCEEDS During the period ended March 31, 2002, Zaxis International Inc. issued 15,000 shares of Common Stock for services valued at $1,650. ITEM 3. DEFAULT UPON SENIOR SECURITIES At March 31, 2002, the Company was delinquent on note principal payments of approximately $15,000 and interest payments of $5,857. ITEM 5. OTHER INFORMATION On or about March 15, 2001, the Company entered into a Plan and Agreement of Merger (the "Merger Agreement") with Online Testing Center, Inc. ("OTC") relating to a proposed acquisition of OTC through a merger of OTC with and into the Company. Consummation of the Merger Agreement was subject to a number of conditions and provided for certain termination rights. The Company notified OTC that it was terminating the Merger Agreement on April 6, 2001. OTC has alleged that the termination was invalid and that it intended to pursue its rights to enforce the Merger Agreement. To date, the Company is not aware that any action has commenced. Management of the Company believes that it had sufficient legal grounds to terminate the Merger Agreement and has no liability in any asserted action. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Reports on Form 8-K during the Quarter Ended March 31, 2002: None 11 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Zaxis International Inc. ------------------------ (Registrant) May 20, 2002 S/S Leonard P. Tannen ----------------------------------------- Leonard P. Tannen, President & Chief Executive Officer and Acting Chief Financial Officer 12