-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OXRsZvYBcdpfz01wlU+XZY5T3ltlNt+rKvEEKfufCLw7bTS8jBzf1Z6+Q7oM74cs S4Yj9gRGTeYgQ/PrS5LRtQ== 0001010924-00-000020.txt : 20000307 0001010924-00-000020.hdr.sgml : 20000307 ACCESSION NUMBER: 0001010924-00-000020 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIZONE INTERNATIONAL INC CENTRAL INDEX KEY: 0000753772 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 870412648 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 002-93277-D FILM NUMBER: 559047 BUSINESS ADDRESS: STREET 1: 144 BUENA VISTA CITY: STINSON BEACH STATE: CA ZIP: 94970 BUSINESS PHONE: 4158680300 MAIL ADDRESS: STREET 1: P.O. BOX 742 CITY: STINSON BEACH STATE: CA ZIP: 94970 FORMER COMPANY: FORMER CONFORMED NAME: MADISON FUNDING INC DATE OF NAME CHANGE: 19860413 10-K/A 1 AMENDMENT TO ANNUAL REPORT ON FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-K/A (Mark One) X Annual report pursuant to section 13 or 15(d) of the Securities - --- Exchange Act of 1934 for the fiscal year ended December 31, 1998, or Transition report pursuant to section 13 or 15(d) of the Securities - --- Exchange Act of 1934 for the transition period ended ------------------ Commission File Number: 2-93277-D MEDIZONE INTERNATIONAL, INC. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 87-0412648 - ---------------------------------- --------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 144 Buena Vista, P.O. Box 742, Stinson Beach, California 94970 - ------------------------------------------------------------------------ (Address of principal executive offices) (Zip code) Registrant's telephone number (including area code): (415) 868-0300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment hereto. Yes __ No X The aggregate market value of voting common stock held by non-affiliates of the Registrant was $5,388,427 on December 31, 1998, based on the average bid and asked prices of such stock as reported in the OTC Electronic Bulletin Board and the "pink sheets" of the National Daily Quotation Bureau. On January 8, 1999, the Company had 148,926,434 shares of common stock, par value $.001 per share issued and outstanding. The purpose of this Amendment is to file corrected disclosure in Item 9, which is restated in its entirety as follows: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. --------------------------------------------- Subsequent to the end of the period covered by this report, on January 18, 2000, the Company appointed Jones Jensen & Co. ("Jones Jensen") to replace Andersen & Andersen LLP ("Andersen") as independent public accountants of the Company. The former accountant, Andersen, was dismissed June 30, 1998. This change was required because Kevin R. Andersen, a principal in Andersen, accepted the position of Chief Financial Officer of the Company in June 1998. The report of Andersen on the Company's consolidated financial statements for the years ended December 31, 1996 and 1997 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle, except that such report on the consolidated financial statements included an explanatory paragraph with respect to the Company being in the development stage and its having suffered recurring losses which raise substantial doubt about its ability to continue as a going concern. The decision to engage Jones Jensen as the Company's independent auditors was approved by the Company's board of directors. In connection with the audits for the years ended December 31, 1997 and 1996, and through June 30, 1998, the Company has had no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Andersen would have caused it to make reference thereto in its report on the consolidated financial statements for 1997 and 1996. During the years ended December 31, 1997 and 1996, and through June 30, 1998, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). Andersen has provided to the Company a letter addressed to the Securities and Exchange Commission stating that it has reviewed the disclosure provided in this section of this report on Form 10-K, as amended, and has no disagreement with the relevant portions of this disclosure, pursuant to the requirements of Item 304(a)(3) of Regulation S-K. A copy of such letter, dated February 29, 2000, is filed as an Exhibit to this report, as amended. PART IV Item 14. Exhibits, Financial Statement Schedules, Reports on Form 8-K ---------------------------------------- (d) Exhibits and Financial Statement Schedules. The following Exhibits form a part of this Annual Report on Form 10-K, as amended: Exhibit Number Description of Exhibit - ------- ---------------------- 16 Letter of Former Accountants SIGNATURES ----------------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. MEDIZONE INTERNATIONAL, INC. By: /s/ Edwin G. Marshall ------------------------------------- Edwin G. Marshall President and Chief Executive Officer Date: February 29, 2000 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Company, in the capacities shown and on the date indicated: Date: February 29, 2000 /s/ Edwin G. Marshall ------------------------------------ Edwin G. Marshall, President Chief Executive Officer and Director Date: February 29, 2000 /s/Gerard V. Sunnen ------------------------------------ Gerard V. Sunnen, Director Date: February 29, 2000 /s/ William M. Hitt ------------------------------------ William M. Hitt, Director Date: February 29, 2000 /s/ Kevin R. Andersen ------------------------------------ Kevin R. Andersen, Chief Financial Officer (and Principal Accounting Officer) EX-16 2 LETTER FROM CERTIFYING ACCOUNTANT February 29, 2000 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 To Whom It May Concern: We have been furnished with a copy of the amended response to Item 9 of the Form 10-K for the year ended December 31, 1998, filed by our former client Medizone International, Inc. We agree with the statements made in response to that Item, as amended, insofar as they relate to our firm. Very truly yours, /s/ Andersen Andersen & Strong, L.C. Andersen Andersen & Strong, L.C. -----END PRIVACY-ENHANCED MESSAGE-----