U.S. SECURITIES AND EXCHANGE COMMISSION    

                           WASHINGTON, D.C. 20549

                                 FORM 12b-25

                         NOTIFICATION OF LATE FILING

(Check One)

[X] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q
and Form 10-QSB [ ] Form N-SAR

         For Period Ended: December 31, 1998

         [   ]    Transition Report on Form 10-K
         [   ]    Transition Report on Form 20-F
         [   ]    Transition Report on Form 11-K
         [   ]    Transition Report on Form 10-Q
         [   ]    Transition Report on Form N-SAR

         For the Transition Period Ended:
                                         ----------------------------------

     If the  notification  relates  to a portion of the  filing  checked
above, identify  the  Item(s)  to which  the  notification  relates:

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Part I - Registrant Information

                        Medizone International, Inc.
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                        (Full Name of Registrant)

                           Madison Funding, Inc.
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                       (Former Name if Applicable)

                           144 Buena Vista
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        (Address of Principal Executive Office (Street and Number))

                       Stinson Beach, CA 94970
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                      (City, State, and Zip Code)
                                                                            
   
PART II - RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or
expense and the registrant  seeks relief pursuant to Rule 12b-25(b) the
following should be completed. (Check box if appropriate).

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

[X]       (b) The subject annual report, semi-annual report, transition
               report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
               portion thereof will be filed  on or  before  the  fifteenth
               calendar day following the prescribed  due date; or the
               subject quarterly report or transition report on Form 10-Q,
               or portion thereof will be filed on or before the fifth
               calendar day following the prescribed due date; and

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



PART III - NARRATIVE

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

The annual report of the registrant on Form 10-K could not be filed because
management requires additional time to compile and verify the data required
to be included in the report.  The report will be filed within fifteen days
of the date the original report was due.

Part IV - Other Information

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

          Kevin R. Pinegar        (801)             538-2424
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          (Name)                  (Area Code)     (Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or
15(d) of the Securities  Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940  during the  preceding  12 months or for
such  shorter period that the registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).

                                                         [X] Yes    [ ] No

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

                                                         [ ] Yes    [X] No

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


                         Medizone International, Inc.
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                   (Name of Registrant as specific in charter)

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

Date   March 31, 1999               By /s/Edwin G. Marshall
                                   ----------------------------------------
                                         Edwin G. Marshall, CEO



_________________________________ATTENTION_________________________________


  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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