SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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Commission File Number: 2-93277-D
MEDIZONE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0412648
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(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
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(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.
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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.
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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
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(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
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16 Letter of Former Accountants
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SIGNATURES
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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
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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
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Edwin G. Marshall, President
Chief Executive Officer and Director
Date: February 29, 2000 /s/Gerard V. Sunnen
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Gerard V. Sunnen, Director
Date: February 29, 2000 /s/ William M. Hitt
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William M. Hitt, Director
Date: February 29, 2000 /s/ Kevin R. Andersen
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Kevin R. Andersen, Chief Financial
Officer (and Principal Accounting Officer)
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.
