UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A


[ X ]  Quarterly  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934

For the period ended June 30, 2003.

Commission file number 0-11284


                               Z-Axis Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        Colorado                                    84-0910490
--------------------------------------------------------------------------------
(State or other jurisdiction                     (I.R.S. Employer
    of incorporation                            Identification No.)
                    organization)


5445 DTC Parkway, Suite 450
Greenwood Village, Colorado                           80111
--------------------------------------------------------------------------------
(Address of principal executive office)             (Zip Code)


Registrant's telephone number, including area code: (303) 713-0200


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 [    ]

The number of common shares outstanding as of June 30, 2003: 3,825,000.




                                    CONTENTS


PART I            Financial Information


Item 1.           Condensed Balance Sheets as of June 30, 2003
                   and March 31, 2003.

                  Condensed Statements of Operations, Three-month
                   periods ended June 30, 2004 and 2003.

                  Condensed Statements of Cash Flows, Three month periods
                   ended June 30, 2004 and 2003.

                  Notes to Condensed Financial Statements


Item 2.           Management's Discussion and Analysis of Financial Condition
                   and Results of Operations

PART II     Other Information

            Item 1.           Legal proceedings

            Item 2.           Changes in securities

            Item 3            Defaults upon senior securities

            Item 4            Submission of matters to a vote of security holders

            Item 5.           Other information

            Item 6.           Exhibits and reports on Form 8-K


SIGNATURES and CERTIFICATIONS





PART I  Financial Information

Item 1.  Financial Statements

Condensed Balance Sheets

                                                              June 30,    March 31,
                                                                2003        2003
                                                             (Unaudited)
-----------------------------------------------------------------------------------

Assets
Current assets:
     Cash                                                 $  315,882     $  506,428
     Trade accounts receivable, net                          880,777      1,107,794
     Other current assets                                     47,026         53,208
-----------------------------------------------------------------------------------

        Total current assets                               1,243,685      1,667,430
-----------------------------------------------------------------------------------
Property and equipment, net
                                                             169,873        146,508

Restricted cash                                               60,000             -
Capitalized software development costs,
 net                                                          34,886          8,920
Deposits                                                      28,417         37,002
-----------------------------------------------------------------------------------

Total assets                                              $1,536,861     $1,859,860
===================================================================================

Liabilities and stockholders' equity
Current liabilities:
     Line-of-credit                                       $       -      $   75,000
     Accounts payable                                         42,528         39,703
     Accrued expenses                                        118,551        451,090
     Deferred revenue                                         40,000         30,000
     Deferred income taxes                                    28,876         25,276
     Current portion of long-term
      obligations                                              4,147          4,847
-----------------------------------------------------------------------------------
        Total current liabilities                            234,102        625,916

Line-of-credit                                                50,000             -
Deferred rent                                                 12,000             -
Capital lease obligations, less current
 portion                                                       6,296          6,736
-----------------------------------------------------------------------------------
        Total liabilities                                    302,398        632,652
-----------------------------------------------------------------------------------
Stockholders' equity:
     Common stock                                              3,825          3,825
     Additional paid in capital                            1,446,671      1,446,671
     Accumulated deficit                                    (216,033)      (223,288)
-----------------------------------------------------------------------------------
        Total stockholders' equity                         1,234,463      1,227,208
-----------------------------------------------------------------------------------

     Total  liabilities and
      stockholders' equity                                $1,536,861     $1,859,860
===================================================================================

See notes to condensed financial statements.



Condensed Statements of Operations
                                                            Three months ended
                                                                   June 30,
                                                          -------------------------
                                                             2003           2002
                                                                 (Unaudited)
-----------------------------------------------------------------------------------

Net sales                                                 $  729,639      1,303,182
Operating expenses:
      Production                                             301,327        414,383
      Research and development                                    -          29,684
      General and administrative                             212,925        207,038
      Marketing                                              178,462        172,720
      Depreciation                                            26,961         13,716
      Amortization of software
       development costs                                          -          11,628
-----------------------------------------------------------------------------------
         Total operating expenses                            719,675        849,169
-----------------------------------------------------------------------------------
Income from operations                                         9,964        454,013
Other (expense) income, net:                                     891           (706)
-----------------------------------------------------------------------------------
Income before income taxes                                    10,855        453,307
Income tax expense                                            (3,600)            -
-----------------------------------------------------------------------------------

Net income                                                     7,255        453,307
===================================================================================

Weighted average number of common
 shares outstanding during the period
   Basic                                                   3,825,000      3,825,000
   Diluted                                                 3,875,817      3,897,429
===================================================================================

Income per common share of stock:
   Basic                                                  $     0.00     $     0.12
   Diluted                                                $     0.00     $     0.12
===================================================================================





Condensed Statements of Cash Flows

                                                             Three months ended
                                                                   June 30,
                                                          -------------------------
                                                             2003           2002
-----------------------------------------------------------------------------------
Cash flows from operations:
Net Income                                                $    7,255     $  453,307
-----------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
       Depreciation and amortization                          26,961         25,344
       Provision for bad debts                               (10,000)         7,000
       Deferred income taxes                                   3,600             -
     Changes in assets and liabilities
       Trade accounts receivable                             237,017       (631,774)
       Other current assets                                    6,182        (10,616)
       Deposits                                                8,585             -
       Accounts payable                                        2,825         59,802
       Accrued expenses                                     (332,539)        92,514
       Customer deposits                                      10,000         13,672
       Deferred rent                                          12,000             -
-----------------------------------------------------------------------------------
Net cash provided by (used in)
 operating activities                                        (28,114)         9,249
-----------------------------------------------------------------------------------
Cash flows from investing activities:
     Capitalized software development costs                  (25,966)            -
     Purchase of property and equipment                      (50,326)       (45,648)
-----------------------------------------------------------------------------------
Net cash used in investing activities                        (76,292)       (45,648)
-----------------------------------------------------------------------------------
Cash flows from financing activities:
     Borrowings on line of credit/bank overdraft
     Payments on line of credit                              (25,000)       (12,500)
     Advance from shareholders                                    -          55,000
     Debt and capital lease payments                          (1,140)        (2,575)
-----------------------------------------------------------------------------------
Net cash provided by (used in)
financing activities                                         (26,140)        39,925
-----------------------------------------------------------------------------------

Net increase (decrease) in cash                             (130,546)         3,526
Cash , beginning of period                                   506,428         19,133
-----------------------------------------------------------------------------------

Cash, end of period                                       $  375,882     $   22,659
===================================================================================

See notes to condensed financial statements.




                     NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1.  Interim Financial Information

In the opinion of management,  the accompanying  unaudited  condensed  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position as of June 30, 2003 and the results of operations and statement of cash
flows for the periods  presented.  The results of operations for the three-month
periods ending June 30, 2003 and 2002 are not necessarily  indicative of results
to be expected for the full year.

Note 2.  Significant Accounting Policies

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of
credit risk  consist  principally  of cash and trade  accounts  receivable.  The
Company places its temporary cash investments with what management  believes are
high-credit, quality financial institutions.  Concentrations of credit risk with
respect to trade accounts  receivable are limited due to the Company's  periodic
credit evaluations of its significant  customers'  financial condition and their
dispersion across geographic areas.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities, disclosures of contingent assets and liabilities at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Property and Equipment

Property and  equipment is stated at cost.  Equipment  under  capital  leases is
valued at the lower of fair  market  value or net  present  value of the minimum
lease payments at inception of the lease. Depreciation is provided utilizing the
straight-line  method over the estimated useful lives for owned assets,  ranging
from 3 to 7 years,  and the related lease terms for leasehold  improvements  and
equipment under capital leases.

Long-Lived Assets

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances  indicate that the carrying amount of the asset may not
be recovered. The Company looks primarily to the discounted future cash flows in
its assessment of whether or not long-lived assets have been impaired.

Software Development Costs

The Company  applies the provisions of Statement of Position  98-1,  "Accounting
for Costs of Computer Software Developed for Internal Use". The Company accounts
for costs incurred in the development of computer  software as software research
and development costs until the preliminary  project stage is completed.  Direct
costs  incurred  in  the  development  of  software  are  capitalized  once  the
preliminary project stage is completed,  management has committed to funding the
project and  completion  and use of the software  for its  intended  purpose are
probable.  The  Company  ceases  capitalization  of  development  costs once the
software has been  substantially  completed  and is ready for its intended  use.
Software development costs are amortized over their estimated useful life. Costs
associated   with   upgrades  and   enhancements   that  result  in   additional
functionality are capitalized.

Fair Value of Financial Instruments

The  carrying  amounts of financial  instruments  including  cash,  receivables,
accounts  payable and accrued  expenses  approximated  fair value as of June 30,
2003 because of the relatively short maturity of these instruments.

The carrying amounts of notes payable and debt issued  approximate fair value as
of June 30, 2003 because interest rates on these instruments  approximate market
interest rates.

Revenue and Cost Recognition

The Company generates  revenue  primarily  through  hourly-rate and reimbursable
expenses contracts.  Revenue generated from hourly-rate  contracts is recognized
as services are performed.  Revenue is determined by the contract  billing rates
and the time incurred to perform the service plus reimbursable expenses. Expense
is  determined  by actual  cost  incurred.  Revenue  generated  from fixed price
contracts  is  recognized  when the  contract  is  completed.  The  contract  is
considered complete when all costs, except for insignificant  amounts, have been
incurred which is typically completed within a 6 month time period.

Advertising Costs

The Company expenses advertising costs as incurred.

Research and Development Costs

Expenditures  made for  research  and  development  are  charged  to  expense as
incurred.

Income Taxes

The  Company  recognizes  deferred  tax  liabilities  and  assets  based  on the
differences  between the tax basis of assets and  liabilities and their reported
amounts in the  financial  statements  that will result in taxable or deductible
amounts in future years. The Company's  temporary  differences  result primarily
from the cash-basis treatment of certain assets and liabilities for tax purposes
and property and equipment.

Basic and Diluted Earnings Per Common Share

In accordance  with FAS 128,  basic  earnings per share are computed by dividing
net income by the number of weighted  average common shares  outstanding  during
the year.  Diluted  earnings per share is computed by dividing net income by the
number of weighted average common shares outstanding during the year,  including
potential common shares, which consisted of stock options.

Comprehensive Income

The Company  has  adopted  SFAS No. 130,  Reporting  Comprehensive  Income.  The
statement  establishes  standards  for  reporting  and display of  comprehensive
income and its components in a full set of general-purpose financial statements.
The statement  requires that all items that are required to be recognized  under
accounting  standards as components of comprehensive  income be disclosed in the
financial  statements.  Comprehensive  income is defined as the change in equity
during a period  from  transactions  and other  events from  non-owner  sources.
Comprehensive income is the total of net income and other comprehensive  income.
The Company had no transactions  during the periods  presented that would result
in comprehensive income being different from net income.

Note 3.  Trade accounts receivable

Trade accounts receivable consists of the following:

                                                      June 30, 2003     March 31,
                                                                          2003
----------------------------------------------------------------------------------
Trade accounts receivable                             $  1,015,544    $ 1,252,561
Less allowance for bad debt                                134,767        144,767
----------------------------------------------------------------------------------
Trade accounts receivable, net                        $    880,777    $ 1,107,794
----------------------------------------------------------------------------------

Approximately  41% of the Company's  trade accounts  receivable was due from one
customer at June 30, 2003.


Note 4.  Debt

Long-term debt consists of the following:

                                                      June 30, 2003     March 31,
                                                                          2003
----------------------------------------------------------------------------------
Capital lease obligations                              $    10,443      $  11,583
Less current portion                                         4,147          4,847
----------------------------------------------------------------------------------
Long term capital lease obligations                    $     6,296      $   6,736
----------------------------------------------------------------------------------


The Company leases certain  production and office  equipment  under the terms of
capital  leases.  The capitalized  value of the leased  equipment was $15,066 at
June 30, 2003. The related accumulated depreciation was $8,161 at June 30, 2003.
These amounts are combined with similar equipment in the accompanying  condensed
financial  statements.  Lessors  have  a  security  interest  in  all  equipment
classified as a capital lease.

The Company leases its primary office and production facility under an operating
lease.  The lease term  began on June 1, 2003 and will  extend  through  May 31,
2011. The terms of the lease provide for a total of six months of rent abatement
granted for the 1st, 2nd, 25th,  26th, 37th and 38th months of the lease,  which
creates the deferred rent liability disclosed in the financial statements. As of
June 30, 2003 the deferred  rent  liability  is $12,000.  The terms of the lease
also  require a security  deposit in the  amount of $27,982  and an  Irrevocable
Standby  Letter of Credit for $60,000,  which is secured by a  restricted  money
market cash account at a financial  institution.  The amount of the  Irrevocable
Standby  Letter  of  Credit  will  automatically  reduce  by  $12,000  for  five
consecutive years beginning April 2004 and ending April 2008.

The  Company  entered  into an  agreement  with a bank for a  line-of-credit  of
$500,000  that is due July 2, 2004.  The interest  rate is calculated at 1% over
the bank's prime rate (5% at June 30, 2003) and interest is payable monthly. The
line  is  collateralized  by  the  Company's  accounts  receivable  and  general
intangibles.  The balance outstanding on the line-of-credit at June 30, 2003 was
$50,000.



 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The  accompanying  Condensed  Balance  Sheet  at June  30,  2003  and  Condensed
Statements of Operations and Cash Flows for the  three-month  periods ended June
30, 2003 and 2002 should be read in  conjunction  with the  Company's  financial
statements  and notes  for the  years  ended  March  31,  2003 and  2002.  These
condensed financial statements contain all adjustments that management considers
necessary for fair presentation. Results for interim periods are not necessarily
indicative of results for a full year. Except where otherwise noted,  references
to periods are to periods of fiscal years ended March 31 of the year stated.

In addition to the  historical  information,  this  10-QSB/A  and Annual  Report
incorporated by reference herein contain  forward-looking  statements within the
meaning of the Private Securities  Litigation Reform Act of 1995 and the Company
desires to take advantage of the "Safe Harbor"  provisions  thereof.  Therefore,
the Company is  including  this  statement  for the express  purpose of availing
itself  of the  protections  of such Safe  Harbor  with  respect  to all of such
forward-looking  statements.  The  forward-looking  statements  in  this  report
reflect the Company's  current views with respect to future events and financial
uncertainties, including those discussed herein, that could cause actual results
to differ  materially  from  historical  results or those  anticipated.  In this
report, the words "anticipates",  "believes", "expects", "intends", "future" and
similar expressions identify forward-looking  statements.  Readers are cautioned
not to place undue reliance on the forward-looking  statements contained herein,
which speak only as of the date hereof.  The Company undertakes no obligation to
publicly   revise  these   forward-looking   statements  to  reflect  events  or
circumstances that may arise after the date of this report.


RESULTS OF OPERATIONS

Net Sales

Net  sales for the  quarter  ended  June 30,  2003 and 2002  were  $729,639  and
$1,303,182 respectively; representing a 44% decrease during the first quarter of
fiscal 2004 as compared to the first  quarter of fiscal  2003.  The  decrease in
revenue was expected  because billings on a large job that the Company worked on
during fiscal year 2003 were approximately 70% lower during the first quarter of
fiscal  2004 as compared to the same  period of fiscal  2003.  This  decrease in
billings  on one client was offset in part by an  increase  in billings to other
clients.  Revenue from other clients  comprised 81% of the revenue for the first
quarter of fiscal 2004, as compared to 65% for the first quarter of fiscal 2004.
Revenues of  approximately  $750,000 to $900,000 are expected  during the second
quarter of fiscal 2004.

Operating Income and Expenses

Income from  operations  in the amount of $9,964 was  recorded  during the first
quarter of fiscal 2004 as compared  to income from  operations  in the amount of
$454,013 during the corresponding period of the preceding fiscal year. Operating
income as a percentage  of sales for the first  quarter of fiscal 2004 was 1% as
compared to 35% for the first quarter of fiscal 2003. The decrease is due to the
lower  sales  level  for the  first  quarter  of  fiscal  2004 as  noted  above.
Management is focusing on increasing  operating  income during the second fiscal
quarter.

Production Expenses

Production  expenses  decreased  27% to $301,327 in the first  quarter of fiscal
2004 from  $414,383 in the first  quarter of fiscal  2003.  The  decrease in the
first  quarter of fiscal  2003 as  compared to the same period of fiscal 2002 is
due to the lower sales level as discussed above.  The Company utilizes  contract
labor to manage production requirements for artists and producers as the revenue
levels  change from  quarter to quarter.  Production  expenses  are  expected to
continue  at the  rate of  approximately  38% to 40% of  revenue  in the  second
quarter of fiscal 2004.

Research and Development Expenses

Research and development expenses before capitalization for software development
increased 17% to $34,886 in the first quarter of fiscal 2004 from $29,684 in the
first quarter of fiscal 2003.  The increase was due to a normal annual  increase
in  compensation  costs coupled with an increase in contract labor for testing a
new version of the VuPoint  system.  During the last  quarter of fiscal 2003 and
the first  quarter  of fiscal  2004 all  research  and  development  costs  were
capitalized in accordance with Statement of Position 98-1  "Accounting for Costs
of Computer Software  Developed for Internal Use". These costs were incurred for
development  of VuPoint  Version 6.0,  which will be released  during the second
quarter of fiscal 2004.  Management  considers VuPoint to have continued revenue
potential and will continue to support the system as well as periodically  incur
enhancement  costs to insure that the software is  competitive  in the Company's
market. Research and development expenses are expected to stay at the same level
in the second  quarter of fiscal  2004 and these  costs will be  capitalized  as
VuPoint Version 6.0 is completed.

General and Administrative Expenses

General  and  administrative  expenses  increased  3% to  $212,925  in the first
quarter of fiscal 2004 as  compared  to $207,038 in the first  quarter of fiscal
2003. The increase is due to costs  associated  with the Company's move to a new
facility  during the first  quarter  of fiscal  2004,  offset by a  decrease  in
reserves  for bad debt.  The  allowance  for bad debt and bad debt  expense  was
adjusted to reflect the decrease in the accounts receivables.  The allowance for
bad  debt  is  periodically  adjusted  based  on the  fluctuations  in  accounts
receivable  levels.   Executive  costs  are  combined  with  other  general  and
administrative  costs in the financial  statements  for  presentation  purposes.
General and administrative expenses are expected to remain consistent during the
second quarter of fiscal 2004 as the Company continues to monitor overhead costs
relative to revenue levels.

Marketing Expenses

Marketing  expenses increased 3% to $178,462 in the first quarter of fiscal 2004
as compared to $172,720 in the first quarter of fiscal 2003. The increase is due
to the addition of a sales consultant in the District of Colombia region coupled
with  outside  consultant  fees to  develop a new logo and  website.  These cost
increases are offset by a decrease in sales  commissions  due to the lower sales
levels.  The addition of a new sales consultant and expenditures  related to the
Company's  marketing  efforts  are  part  of  an  overall  strategic  plan  that
management is currently  implementing.  An increase in marketing expenses in the
second  quarter of fiscal year 2004 is expected as  management  plans to hire an
additional sales consultant,  as well as further develop marketing materials and
upgrade its website.

Depreciation Expense

Depreciation  expense  increased  97% in the first  quarter  of  fiscal  2004 to
$26,961 from $13,716 in the first quarter of fiscal 2003. The increase is due to
additional  expenditures  for equipment and  leasehold  improvements  related to
moving the facility as discussed  above.  In addition,  during fiscal year 2003,
the Company's  purchase of property and equipment was $147,323,  resulting in an
increase  in  depreciation  during  fiscal  year 2004.  Due to the nature of the
technology  and the  rapid  changes  that are made to  computer  and  production
systems,  the useful  lives for  depreciation  purposes  on this  equipment  are
relatively short.  Depreciation expense during the second quarter of fiscal year
2004 is expected to be comparable to the first quarter.

Amortization of Software Development Costs

Amortization of capitalized  software  development  costs decreased in the first
quarter of fiscal 2004 to $0 from  $11,628 in the first  quarter of fiscal 2003.
Capitalized  software development costs associated with VuPoint Version 5.0 were
fully  amortized  during fiscal year 2003.  The costs that are  currently  being
capitalized for development of VuPoint 6.0 will be amortized once VuPoint 6.0 is
released  and  revenue is  generated  from  VuPoint  6.0  rental  and  services.
Management  expects VuPoint 6.0 to begin earning revenue in the third quarter of
fiscal 2004.

Other  Income (Expense)

Other  income  increase  is $891 for the first  quarter  of fiscal  year 2004 as
compared to $(706) for the first quarter of fiscal year 2003. The change was due
to a decrease in interest expense on the  line-of-credit  due to pay down of the
line as well as interest  earned on funds deposited in the money market account.
Management  expects  interest expense to continue to decrease in the next fiscal
quarter as the Company  continues  to reduce its  obligations  on the leases and
line of credit.

Income Tax Expense

Income tax expense for the first  quarter of fiscal 2004 is $3,600.  The Company
recognized  a deferred  tax  expense  related  to the  recognition  of  deferred
liabilities  as of March 31, 2003 and June 30, 2003. In prior fiscal years,  the
Company  had  fully  allowed  for its net  deferred  tax  asset,  but due to the
likelihood of realizing these deferred tax assets in future periods, the Company
reduced the valuation allowance to $0 in fiscal year 2003; therefore the Company
recognized  $25,276 of deferred tax expense in 2003 and will  continue to record
deferred tax expense during fiscal year 2004.

Net Income

Net income and basic  income per share were $7,255 and $0.00,  respectively  for
the first  quarter of fiscal 2004  compared  to $453,307  and $0.12 for the same
period of fiscal 2003.  Diluted income per share was $0.00 for the first quarter
of fiscal 2004 as compared to $0.12 for the first quarter of fiscal 2003.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, the Company's  working capital  position was $1,009,583.  Cash
flow used by operations  was $(28,114)  during the first quarter of fiscal 2004.
The negative cash flow from  operations  during the first quarter of fiscal 2004
was a result of the normal payments on operating expenses,  payout of the profit
sharing  reserve,  a decrease  in accrued  expenses  and a decrease  in accounts
receivable. Payments on the line-of-credit and capital lease obligations and the
purchase  of  equipment  were  funded  by the  Company's  cash  reserves.  It is
management's  opinion that through cash management and other  measures,  working
capital  for the  foreseeable  future  will  be  sufficient  to  meet  operating
requirements.

Capital  additions  during the first  quarter of fiscal  2004 were  $50,326  for
property and  equipment  and $25,966 for software  development  costs related to
VuPoint 6.0.

Capital  lease  payments  were $1,140  during the first  quarter of fiscal 2004.
Payments on the line of credit were $25,000.  In June 2003, the Company  entered
into a new  line  of  credit  agreement  for  up to  $500,000  with a  financial
institution.   Management   expects  to  continue   to  make   payments  on  the
line-of-credit and lease obligations during the second fiscal quarter of 2004.

The timing of the Company's production volumes is largely dependent upon factors
that are not within its control,  namely the timing of courtroom  litigation  or
the potential  that  litigation  may settle before trial.  The decrease in sales
volume  during the first quarter of fiscal 2004 as compared to the first quarter
of fiscal 2003 is  primarily  due to the  decrease  in billings  and the related
production on one large job as discussed above. At June 30, 2003, the backlog is
approximately  $2 million and management  believes that sales volumes will range
between  $750,000  and  $900,000  for the second  quarter  of fiscal  year 2004.
Management  continues  to  monitor  operating  costs and  making  the  necessary
adjustments  to allow the Company to obtain and maintain a  profitable  position
during  fiscal  year 2004 and meet  operating  cash flow  requirements  and debt
service obligations.  Management has successfully  negotiated with the Company's
banking  and other  financing  relationships  to provide for  long-term  capital
opportunities  that will allow the Company to maintain  its current  position in
the  market.  Finally,  management  is  implementing  a  strategic  plan to help
increase the Company's market share in the industry.


Recently Issued Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived  Assets." SFAS 144 requires that those long-lived  assets
be measured at the lower of  carrying  amount or fair value,  less cost to sell,
whether  reported  in  continuing  operations  or  in  discontinued  operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value or include amounts for operating  losses that have not yet occurred.  SFAS
144 is effective  for  financial  statements  issued for fiscal years  beginning
after December 15, 2001 and,  generally,  are to be applied  prospectively.  The
Company's  adoption of this  statement  had no material  impact on its financial
statements.

In  December  2002,  the FASB issued SFAS No. 148  "Accounting  for  Stock-Based
Compensation-  Transition and  Disclosure".  This statement amends SFAS No. 123,
"Accounting  for Stock-Based  Compensation"  to provide  alternative  methods of
transition  for an entity that  voluntarily  changes to the fair value method of
accounting  for  stock-based  compensation.  In  addition,  SFAS 148  amends the
disclosure  provision of SFAS No. 123 to require more prominent disclosure about
the  effects  of  an  entity's  accounting  policy  decisions  with  respect  to
stock-based employee compensation on reported net income. The effective date for
this  Statement is for fiscal years ended after December 15, 2002. The Company's
adoption  of this  statement  did not have a  material  effect on the  Company's
financial  statements  as the Company  continues  to elect the  disclosure  only
provisions of SFAS No. 123.



PART II

Item 1.  Legal proceedings
      Not applicable.

Item 2.  Changes in securities
      Not applicable.

Item 3.  Defaults upon senior securities
      Not applicable.

Item 4.  Submission of matters to a vote of security holders
      Not applicable

Item 5.  Other information
      Not applicable.

Item 6.  Exhibits and reports on Form 8-K
      (a) Exhibits

     Exhibit 31.1  Certification  of Chief Executive  Officer Pursuant to 18 USC
     Section 1350, as adopted pursuant to section 302 of the  Sarbanes-Oxley Act
     of 2002

     Exhibit  31.2  Certification  of  Director  of Finance  Pursuant  to 18 USC
     Section 1350, as adopted pursuant to section 302 of the  Sarbanes-Oxley Act
     of 2002

     Exhibit 32.1  Certification  of Chief Executive  Officer Pursuant to 18 USC
     Section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley Act
     of 2002

     Exhibit  32.2  Certification  of  Director  of Finance  Pursuant  to 18 USC
     Section 1350, as adopted pursuant to section 906 of the  Sarbanes-Oxley Act
     of 2002


      (b) No reports on Form 8-K have been filed during the quarter ended June 30, 2003.




SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934 the  registrant  has duly  caused  this  report  of be signed on its
behalf by the undersigned, thereunto duly authorized.


Z-AXIS CORPORATION

By:

/s/ Alan Treibitz
Alan Treibitz
Director, Chief Executive Officer, Chief Financial Officer


Date: August 14, 2003