-----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, BG4Q5qfY/nzboD1B6nArJkz7Hs56bKX6awFyNi6V7xOLYLd/cw95k05TdhDwC70R Sn7XuOmaiKhkAooMszhgjw== 0001010924-04-000090.txt : 20040623 0001010924-04-000090.hdr.sgml : 20040623 20040623170908 ACCESSION NUMBER: 0001010924-04-000090 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040623 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 002-93277-D FILM NUMBER: 04877840 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 10QSB 1 edq1.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 | | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File Number 2-93277-D MEDIZONE INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 87-0412648 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 144 Buena Vista P.O. Box 742 Stinson Beach, CA 94970 (Address of principal executive offices) (415) 868-0300 (Issuer's telephone number) At June 15, 2004, there were 161,170,387 shares of the issuer's common stock issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] 1 MEDIZONE INTERNATIONAL, INC. FORM 10-QSB INDEX March 31, 2004 Page Number Part I -- Financial Information Item 1 -- Financial Statements Consolidated Balance Sheets: March 31, 2004 (Unaudited) and December 31, 2003...................1 Consolidated Statements of Operations (Unaudited): For the Three Months Ended March 31, 2004 and 2003.................2 Consolidated Statements of Cash Flow (Unaudited) For the Three Months Ended March 31, 2004 and 2003.................3 Notes to the Consolidated Financial Statements...................5 Item 2--Management's Discussion and Analysis or Plan of Operation.............9 Item 3-- Controls and Procedures..............................................10 Part II -- Other Information Item 6-- Exhibits and Reports on Form 8-K.....................................10 i PART I -- FINANCIAL INFORMATION Item 1. Financial Statements MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Consolidated Balance Sheets
ASSETS March 31, December 31, 2004 2003 -------------------- -------------------- (Unaudited) CURRENT ASSETS Cash $ 66 $ 957 -------------------- -------------------- Total Current Assets 66 957 -------------------- -------------------- PROPERTY AND EQUIPMENT (Net) 249 1,211 -------------------- -------------------- OTHER ASSETS Receivable from affiliate, net - - -------------------- -------------------- Total Other Assets - - -------------------- -------------------- TOTAL ASSETS $ 315 $ 2,168 ==================== ==================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 692,451 $ 681,656 Due to shareholders 10,646 8,976 Accrued expenses 1,411,692 1,324,771 Notes payable 280,491 280,491 -------------------- -------------------- Total Current Liabilities 2,395,280 2,295,894 -------------------- -------------------- Total Liabilities 2,395,280 2,295,894 -------------------- -------------------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, 250,000,000 shares authorized of $0.001 par value, 161,170,387 shares issued and outstanding 161,170 161,170 Additional paid-in capital 15,801,375 15,801,375 Deficit accumulated during the development stage (18,357,510) (18,256,271) -------------------- -------------------- Total Stockholders' Equity (Deficit) (2,394,965) (2,293,726) -------------------- -------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 315 $ 2,168 ==================== ====================
The accompanying notes are an integral part of these consolidated financial statements. 1 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Consolidated Statements of Operations (Unaudited)
From Inception For the on January 31, Three Months Ended 1986 Through March 31, March 31, ------------------------------------- 2004 2003 2004 ------------------ ------------------ -------------------- REVENUES $ - $ - $ 133,349 ------------------ ------------------ -------------------- EXPENSES Cost of sales - - 103,790 Research and development - - 2,685,788 General and administrative 94,363 95,317 13,942,960 Expense on extension of warrants - - 1,866,857 Bad debt expense - - 48,947 Depreciation and amortization 962 1,187 47,747 ------------------ ------------------ -------------------- Total Expenses 95,325 96,504 18,696,089 ------------------ ------------------ -------------------- Loss from Operations (95,325) (96,504) (18,562,740) ------------------ ------------------ -------------------- OTHER INCOME (EXPENSES) Minority interest in loss 26,091 Other income 19,780 Gain on sale of subsidiary 208,417 Interest expense (5,914) (5,914) (943,796) ------------------ ------------------ -------------------- Total Other Income (Expenses) (5,914) (5,914) (689,508) ------------------ ------------------ -------------------- LOSS BEFORE EXTRAORDINARY ITEMS (101,239) (102,418) (19,252,248) ------------------ ------------------ -------------------- EXTRAORDINARY ITEMS Lawsuit settlement - - 415,000 Debt forgiveness - - 479,738 ------------------ ------------------ -------------------- Total Extraordinary Items - - 894,738 ------------------ ------------------ -------------------- NET LOSS $ (101,239) $ (102,418) $ (18,357,510) ================== ================== ==================== BASIC LOSS PER SHARE $ (0.00) $ (0.00) ================== ================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 161,170,387 157,772,054 ================== ==================
The accompanying notes are an integral part of these consolidated financial statements. 2 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited)
From Inception on January 31, For the Three Months Ended 1986 Through March 31, March 31, -------------------------------------- 2004 2003 2004 ------------------ ----------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (101,239) $ (102,418) $ (18,357,510) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 962 1,187 47,747 Stock issued for services - - 3,131,916 Expense for extension of warrants below market value - - 1,866,857 Bad debt expense - - 48,947 Minority interest in loss - - (26,091) Loss on disposal of assets - - 693,752 Gain on settlement of debt - - (188,510) Gain on lawsuit settlement - - (415,000) Changes in assets and liabilities: (Increase) decrease in prepaid expenses and deposits - - (48,947) Increase (decrease) in accounts payable 10,795 7,723 1,086,981 Increase (decrease) in accrued expenses 86,921 77,232 1,834,714 ------------------ ----------------- -------------------- Net Cash Used by Operating Activities (2,561) (16,276) (10,325,144) ------------------ ----------------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Organization costs - - (8,904) Purchase of fixed assets - - (39,090) ------------------ ----------------- -------------------- Net Cash Used by Investing Activities - - (47,994) ------------------ ----------------- -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Bank overdraft - 261 - Proceeds from lawsuit settlement - - 415,000 Principal payments on notes payable - - (192,774) Cash received from notes payable - - 1,129,518 Advances from shareholders 1,670 - 21,990 Payment on shareholder advances - (4,057) (6,057) Capital contributions - - 421,847 Stock issuance costs - - (105,312) Increase in minority interest - - 14,470 Issuance of common stock for cash - 20,000 8,674,522 ------------------ ----------------- -------------------- Net Cash Provided by Financing Activities 1,670 16,204 10,373,204 ------------------ ----------------- -------------------- NET INCREASE (DECREASE) IN CASH (891) (72) 66 CASH AT BEGINNING OF PERIOD 957 72 - ------------------ ----------------- -------------------- CASH AT END OF PERIOD $ 66 $ - $ 66 ================== ================= ====================
The accompanying notes are an integral part of these consolidated financial statements. 3 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Consolidated Statements of Cash Flows (Continued) (Unaudited)
From Inception on January 31, For the Three Months Ended 1986 Through March 31, March 31, -------------------------------------- 2004 2003 2004 ------------------ ----------------- -------------------- SUPPLEMENTAL CASH FLOW INFORMATION CASH PAID FOR: Interest $ - $ - $ 26,483 Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Stock issued for services $ - $ - $ 3,131,916 Stock issued for conversion of debt $ - $ - $ 4,139,230 Stock issued for license agreement and patent $ - $ - $ 693,752
The accompanying notes are an integral part of these consolidated financial statements. 4 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2004 and December 31, 2003 NOTE 1 - BASIS OF PRESENTATION The financial information included herein is unaudited and has been prepared consistent with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, these financial statements do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 2003. In the opinion of management, these financial statements contain all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period presented. The results of operations for the three months ended March 31, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year. NOTE 2 - LOSS PER SHARE Following is a reconciliation of the numerators of the basic and diluted loss per share for the three months ended March 31, 2004 and 2003:
For the Three Months Ended March 31, 2004 2003 -------------- -------------- Net loss available to common shareholders $ (101,239) $ (102,418) ============== ============== Weighted average shares 161,170,387 157,772,054 Effect of dilutive securities - - - - 161,170,387 157,772,054 ============== ============== Basic loss per share (based on weighted average shares) $ (0.00) $ (0.00) ============== ==============
Common stock equivalents, consisting of warrants and options, have not been included in the calculation as their effect is antidilutive for the periods presented. 5 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2004 and December 31, 2003 NOTE 3 - GOING CONCERN The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant losses from its inception through March 31, 2004 which have resulted in an accumulated deficit of $18,357,510 at March 31, 2004. The Company does not have an established source of funds sufficient to cover its operating costs, has a working capital deficit of approximately $2,395,000, and has relied exclusively on debt and equity financing. Accordingly, there is substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional capital, obtaining the requisite approvals from the FDA and/or the EU for the marketing of ozone-related products and equipment, and ultimately, upon the Company's attaining profitable operations. The Company will require a substantial amount of additional funds to complete the development of its products, to establish manufacturing facilities, to build a sales and marketing organization and to fund additional losses, which the Company expects to incur over the next several years. However, if the Company is unsuccessful in raising necessary capital in the next month, it will most likely be forced to cease operations. Because ozone-generation for the purposes of interfacing with blood and blood products is regarded as a new drug delivery system, the Company is precluded from selling or distributing its drug or the Medizone Technology in the United States until after FDA approval has been granted. In order to obtain FDA approval, the Company will be required to submit a New Drug Application ("NDA") for review by the FDA and provide medical and scientific evidence sufficient to demonstrate that the drug and the Medizone Technology has been successfully used in pre-clinical studies followed by three phases of well-controlled clinical studies using human volunteer subjects. The FDA will not grant an NDA unless it contains sufficient medical evidence and data to permit a body of qualified and experienced scientists to conclude that the new drug product is safe and effective for its recommended and proposed medical uses. Historically, the FDA has held a strong bias against treating humans with ozone, due largely to issues of safety. In order to initiate the first phase (i.e., Phase I) of human clinical trials required as part of an NDA, an applicant must submit to the FDA an application for an Investigational New Drug Exemption ("IND"), which contains adequate information to satisfy the FDA that human clinical trials can be conducted without exposing the volunteer human subjects to an unreasonable risk of illness or injury. The Company submitted an IND application (assigned to the Company by its former president) to the FDA on October 6, 1985, and requested FDA approval to commence human clinical trials using ozone-oxygen to inactivate HIV. The FDA deemed the IND application to be incomplete, and required the Company to conduct additional animal studies prior to commencing a large animal study and human trials. In September 1994, after not receiving responses to requests for information from the Company, the FDA inactivated the Company's IND. The Company has no present plans to commence a large animal study, which would require, as a precursor, additional small animal and laboratory work. Accordingly, there can be no assurance that the Company's IND application will ever be reopened. Until an NDA has been granted to the Company, it may not distribute ozone-generating devices in the United States, except to researchers who agree to follow FDA guidelines, and provided the devices are labeled as "Investigational Devices." 6 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2004 and December 31, 2003 NOTE 3 - GOING CONCERN (Continued) Because ozone has been used to treat humans in Europe for at least 30 years, the EU is more accepting of human clinical trials of ozone therapies being conducted than is the United States. Accordingly, management believes that the Company should pursue the option of conducting human clinical trials in Europe, using stringent protocols that will meet EU standards, with a view to utilizing the results of such trials in an effort to obtain EU approval, to market the product in Europe and to reopen the Company's FDA file. The Company estimates that 90% of its potential market is outside the United States. The management of the Company intends to seek additional funding which will be utilized to fund additional research and continue operations. The Company recognizes that if it is unable to raise additional capital in the near future, it may find it necessary to substantially reduce or cease operations. The ability of the Company to continue as a going concern is dependent on its ability to successfully accomplish the plan described in the preceding paragraphs and eventually attain profitable operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties. NOTE 4 - OUTSTANDING WARRANTS AND OPTIONS On February 23, 2004 and again on April 12, 2004, the Board of Directors of the Company agreed to extend the expiration date on certain outstanding warrants and options to purchase common stock. At March 31, 2004, the following warrants were outstanding: New Dates Warrants/Options Exercise Price of Expiration ----------------- ----------------- ----------------- 750,000 $ 0.20 August 10, 2004 250,000 $ 0.20 August 10, 2004 400,000 $ 0.15 August 10, 2004 166,666 $ 0.15 August 10, 2004 555,555 $ 0.18 August 10, 2004 250,000 $ 0.55 August 10, 2004 1,000,000 $ 0.10 August 10, 2004 250,000 $ 0.10 August 10, 2004 400,000 $ 0.05 March 25, 2005 100,000 $ 0.05 April 9, 2005 165,000 $ 0.05 May 2, 2005 200,000 $ 0.05 November 9, 2005 2,000,000 $ 0.40 December 26, 2008 The Company estimates the fair value of each stock award or expiration extension at the grant date or extension date by using the Black-Scholes option pricing model pursuant to FASB Statement 123, "Accounting for Stock-Based Compensation". Under the provisions of SFAS 123, no additional expense was recorded at February 23, 2004 or April 12, 2004 under the Black-Scholes option pricing model for these warrant and option extensions. NOTE 5 - COMMITMENTS AND CONTINGENCIES The Company is subject to certain claims and lawsuits arising in the normal course of business. In the opinion of management, uninsured losses, if any, resulting from the ultimate resolution of these matters will not have a material effect on the Company's financial position, results of operations, or cash flows. 7 MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES ( A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2004 and December 31, 2003 NOTE 6 - SUBSEQUENT EVENT Subsequent to March 31, 2004, the Company issued the following shares of common stock: - 100,000 shares to the Company's Chief Financial Officer valued at $0.02 per share in lieu of accrued wages totaling $2,000. - 100,000 shares to the Company's Chief Operating Officer valued at $0.02 per share in lieu of accrued wages totaling $2,000. - 100,000 shares to the Company's outside legal counsel valued at $0.02 per share in lieu of outstanding debt totaling $2,000. Each share issuance was valued at the market value of the Company's common stock on the date of issuance. 8 Item 2. Management's Discussion and Analysis or Plan of Operation The following discussion and analysis of financial condition and plan of operation should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes thereto appearing elsewhere in this Quarterly Report on Form 10-QSB. Medizone International, Inc., a Nevada corporation ("Medizone"), organized in 1986, is a development stage company. To date our principal business has been limited to (i) seeking regulatory approval of a precise mixture of ozone and oxygen called MEDIZONE(R) (sometimes referred to in this report as the "Drug"), and our process of inactivating lipid enveloped viruses for the intended purpose of decontaminating blood and blood products and assisting in the treatment of certain diseases; and (ii) developing or acquiring the related technology and equipment for the medical application of our products, including our drug production and delivery system (the "Medizone Technology"). The Drug is intended to be used as a therapeutic drug in humans to inactivate certain viruses, and thereby afford a treatment for certain viral diseases including Human Immunodeficiency Virus (the AIDS-related virus), Hepatitis B, Hepatitis C, Epstein-Barr, herpes, and cytomegalovirus, and to decontaminate blood and blood products. Results of Operations From its inception in January 1986, Medizone International has been a development stage company primarily engaged in research into the medical uses of ozone. We have not generated, and cannot predict when or if we will generate revenues or sufficient cash flow to fund our continuing operations. If we fail to obtain additional funding within the next month or two, we will be forced to suspend or permanently cease operations. Three Months Ended March 31, 2004 and 2003 There were no sales during the quarters ended March 31, 2004 or 2003. We made no expenditures for research and development during the quarters ended March 31, 2004 and 2003. Since inception we have spent a total of $2,685,788 for research and development. General and administrative expenses in the quarter ended March 31, 2004, were $94,363 compared to $95,317 during the same period in 2003. These expenses include professional fees, payroll, insurance costs, and travel expenses. Interest expense accrued during the three months ended March 31, 2004 and 2003, was $5,914 and $5,914, respectively. Liquidity and Capital Resources At March 31, 2004, we had a working capital deficiency of $2,395,214 and stockholders' deficit of $2,394,965. At December 31, 2003, we had a working capital deficiency of $2,294,937 and stockholders' deficit of $2,293,726. Net cash used in operating activities during the three months ended March 31, 2004, was $2,561. Cash of $1,670 was provided during the three months ended March 31, 2004 from shareholder advances. During the three months ended March 31, 2003, there was net cash used in operating activities of $16,276. Cash of $16,204 was provided in the first three months of 2003 primarily by the sale and issuance of common stock. The Company continues to require additional funding to enable it to operate and to fund research necessary to make the appropriate regulatory application and continue operations. We expect that these funds will be provided by the sale of our securities. Because we have no current significant operations, have an operating loss and are dependent on financing to continue operations, our financial statements contain a going concern qualification. If we are unable to raise additional capital in the next month or two, it will be necessary to cease operations. 9 Forward-Looking Statements and Risks Affecting the Company The statements contained in this Report on Form 10-QSB that are not purely historical are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act. These statements regard our expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. They may be identified by the use of the words or phrases "believes," "expects," "anticipates," "should," "plans," "estimates," and "potential," among others. Forward-looking statements include, but are not limited to, statements contained in Management's Discussion and Analysis of or Plan of Operation regarding our financial performance, revenue and expense levels in the future and the sufficiency of existing assets to fund future operations and capital spending needs. Actual results could differ materially from the anticipated results or other expectations expressed in such forward-looking statements for the reasons detailed in our Annual Report on Form 10-KSB for the year ended December 31, 2003 under the headings "Description of Business" and "Risk Factors." The fact that some of the risk factors may be the same or similar to past reports filed with the Securities and Exchange Commission means only that the risks are present in multiple periods. We believe that many of the risks detailed here and in our SEC filings are part of doing business in the industry in which we operate and compete and will likely be present in all periods reported. The fact that certain risks are endemic to the industry does not lessen their significance. The forward-looking statements contained in this report are made as of the date of this Report and we assume no obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements. Among others, risks and uncertainties that may affect our business, financial condition, performance, development, and results of operations include: ; Rigorous government scrutiny and regulation of our products and planned products; ; Potential effects of adverse publicity regarding ozone and related technologies or industries; ; Failure to sustain or manage growth including the failure to continue to develop new products; and ; The ability to obtain needed financing. Item 3. Controls and Procedures The Company's Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company's "disclosure controls and procedures" (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report. Based upon their evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the evaluation date. Part II -- Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibits are filed herewith pursuant to Rule 601 of Regulation S-B or are incorporated by reference to previous filings. Exhibit # Description 2 Agreement and Plan of Reorganization dated March 12, 1986 (2) 3.1 Articles of Incorporation of Company (2) 3.2 Bylaws (2) 3.3 Articles of Amendment to Company's Articles of Incorporation (3) 10.1 Loan agreement with Messrs. McGrath and Watrous dated as of November 16, 1992 (4) 10.2 Loan Agreements between Medizone and John Kells, George Handel and John Pealer, executed as of June 11, 1993 (and promissory notes) (4) 10.3 Agreement for Sale and Purchase of Shares in Medizone New Zealand Limited between Richard G. Solomon and Medizone International, Inc., dated June 22, 1995 (5) 10.4 Shareholders' Agreement relating to Medizone New Zealand Limited between and among Solwin Investments Limited, Medizone International, Inc. and Medizone New Zealand Limited, dated June 22, 1995 (5) 10 10.5 Licensing Agreement between Medizone International, Inc. and MNZ, dated June 22, 1995 (5) 10.6 Managing Agent Agreement between Medizone International, Inc. and Medizone New Zealand Limited, dated June 22, 1995 (5) 10.7 Funding commitment letter from Groundell Trust (6) 10.8 Letter re: change in certifying accountants (6) 31.1 Certification of President and Chief Executive Officer under Section 302 of Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer under Section 302 of Sarbanes-Oxley Act of 2002 32 Certification under Section 906 of Sarbanes-Oxley Act of 2002 (1) Incorporated by reference to annual report on form 10-K for the year ended December 31, 1998. (2) Incorporated by reference to registration statement on Form S-18 (Registration No. 2-93277-D), effective May 14, 1985. (3) Incorporated by reference to annual report on Form 10-K for the period ended December 31, 1986. (4) Incorporated by reference to annual report on Form 10-K for the period ended December 31, 1992. (5) Incorporated by reference to current report on Form 8-K, dated June 22, 1995. (6) Incorporated by reference to annual report on Form 10-KSB for the period ended December 31, 2001. 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. MEDIZONE INTERNATIONAL, INC. (Registrant) /s/ Edwin G. Marshall Edwin G. Marshall, Chairman and Chief Executive Officer (Principal Executive Officer) /s/ Steve M. Hanni Steve M. Hanni, Chief Financial Officer (Principal Accounting Officer) June 22, 2004 11 EX-31 2 edex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER CERTIFICATION I, Edwin G. Marshall, Chief Executive Officer of Medizone International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Medizone International, Inc. (the "Registrant"); 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and c) disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: June 22, 2004 /s/ Edwin G. Marshall ----------------------------------------- Edwin G. Marshall Chief Executive Officer (Principal Executive Officer) EX-31 3 edex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 CHIEF FINANCIAL OFFICER CERTIFICATION I, Steve M. Hanni, Chief Financial Officer of Medizone International, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Medizone International, Inc. (the "Registrant"); 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and c) disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: June 22, 2004 /s/ Steve M. Hanni --------------------------------------------- Steve M. Hanni Chief Financial Officer (Principal Financial Officer) EX-32 4 edex32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies that the Quarterly Report on Form 10-QSB of Medizone International, Inc., for the quarter ended ended March 31, 2004 as filed June 23, 2004 with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of The Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Medizone International, Inc. Date: June 22, 2004 /s/ Edwin G. Marshall --------------------- ------------------------------------------- Edwin G. Marshall Chief Executive Officer (Principal Executive Officer) EX-32 5 edex32-2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies that the Quarterly Report on Form 10-QSB of Medizone International, Inc., for the quarter ended March 31, 2004 as filed June 23, 2004 with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of The Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Medizone International, Inc. Date: June 22, 2004 /s/ Steve M. Hanni ------------------- ------------------------------------------------- Steve M. Hanni Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----