U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission file number 33-16757-D
MEDIZONE CANADA LIMITED
(Exact name of registrant as specified in its charter)
Nevada 87-0431771
(State of other jurisdiction of (I.R.S. employer identification No.)
Incorporation or organization)
(Address of principal executive offices)
55 West 200 North, Suite 2
Provo, UT 84601
(Previous Address of principal executive offices)
144 Buena Vista
P.O. Box 742
Stinson Beach, CA 94970
Registrant's telephone no., including area code: (801) 377-1758
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 Yes X No
There were 1,150,178 common shares outstanding of the Registrant's common
stock at August 12, 1998.
<PAGE>
MEDIZONE CANADA LIMITED AND SUBSIDIARY
Index
June 30, 1998
PART I - FINANCIAL INFORMATION
Page
Number
Item 1. Financial Statements
Unaudited Interim Consolidated Balance Sheets 3
Unaudited Interim Consolidated Statements of Operations 4-5
Unaudited Interim Consolidated Statement of Changes in
Stockholders' Equity 6-10
Notes to Unaudited Interim Consolidated Financial
Statements 11-13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
PART II - OTHER INFORMATION
Item 2. Change in Securities 13
Item 4. Submission on Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
<PAGE>
Part 1 Financial Information
Item 1 Financial Statements
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management together with Related
Notes. In the opinion of management, the Financial Statements fairly present
the financial condition of the Registrant.
Medizone Canada Limited
[Development Stage Company]
CONDENSED BALANCE SHEETS
[Unaudited]
<TABLE>
<CAPTION>
June 30, 1998 Dec. 31, 1997
<S> <C> <C>
CURRENT ASSETS:
Cash $ 19,750 $ 0.00
Accounts Receivable - -
Notes Receivable - -
Total Current Assets 19,750 $ 0.00
PROPERTY AND EQUIPMENT (NET) 0.00
OTHER ASSETS:
License Agreements 0 0.00
Organization cost (net of
accumulated amortization of
$5,520 and $5,520, respectively) 0 0.00
Total Other Assets 0 0.00
TOTAL ASSETS $19,750 $ 0.00
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Mar. 31, 1998 Dec. 31, 1997
CURRENT LIABILITIES:
Accounts payable $10,000 $ 9,498
Accrued expenses - 1,400
Total Current Liabilities $10,000 $10,898
Commitments and Contingencies (Note 1)
STOCKHOLDERS' DEFICIENCY:
Common stock; authorized
100,000,000 shares at 1,150 36,493
$0.001 par value; issued and
outstanding
Additional paid-in Capital 197,008 175,797
Deficit accumulated during the
development stage (188,408) (223,188)
Total Stockholders'Equity 9,750 (10,898)
TOTAL LIABILITIES & EQUITY $19,750 $0
</TABLE>
The accompanying notes are an integral part of these financial statements.
NOTE: The balance sheet at December 31, 1997 was taken from the audited
financial statements at that date and condensed.
<PAGE>
MEDIZONE CANADA LIMITED
[Development Stage Companies]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
<CAPTION>
For the Three For the Three From Inception,
Months Ended Months Ended (Nov. 18, 1987)-
June 30, 1998 June 30, 1997 June 30, 1998
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
Cost of Goods Sold - - -
Total Revenue $ 0 $ 0 $ 0
EXPENSES
General & Admin. $10,000 $744 $204,445
Research & Development 0 0 29,554
Total Expenses $10,000 $744 $233,999
NET INCOME/LOSS ($10,000) ($744) ($233,999)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
MEDIZONE CANADA LIMITED
[Development Stage Companies]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
<TABLE>
<CAPTION>
For the Six For the Six From Inception,
Months Ended Months Ended Nov. 13, 1987 -
June 30, 1998 June 30, 1997 June 30, 1998
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
Cost of Goods Sold 0 0 0
Total Revenue $ 0 $ 0 $ 0
EXPENSES
General and Administrative 10,811 $744 204,445
Research and Development 0 0 29,554
Total Expenses $10,811 $744 $233,999
INCOME FROM OPERATION
($10,811) ($744) ($233,999)
NET INCOME/LOSS ($10,811) ($744) ($233,999)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MEDIZONE CANADA LIMITED
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity
From the Date of Inception (November 18, 1987) through March 31, 1998
[Unaudited]
<TABLE>
<CAPTION>
Capital In Deficit
Accumulated
Excess Of During The
Common Stock Par Value Development Stage
Shares Amount
<S> <C> <C> <C> <C>
Medizone Canada Ltd.
- Canadian
Initial issuance of
shares exchanged for
license agreement,
Nov. 1987
($.000003 per share) 3,000,000 $ 1 -- --
Common stock issued for
cash at $1/share
Nov. 1987 1 $ 1 -- --
Net loss for the year
ended 12/31/87 -- -- -- $(1,000)
BALANCE, Dec. 31,1987 3,000,001 $ 2 -- $(1,000)
Sale of shares for
cash ($.7692 per
share, no par value) 130,000 $100,000 -- --
3,130,001 $100,002 -- $(1,000)
KPC Investments
Initial capitalization
of KPCInvestments
($.001 par value)
July 1984 ($.003/share) 590,000 $ 590 $ 910 --
Shares issued for cash
Apr.1985 ($.003/share) 3,000,000 $ 3,000 $ 6, 819 --
Shares & warrants
issued for cash
June 1988 2,000,000 $ 2,000 $ 82,089 --
5,590,000 $ 5,590 $89,818 --
</TABLE>
<PAGE>
MEDIZONE CANADA LIMITED
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity
From the Date of Inception (November 18, 1987) through March 31, 1998
[Unaudited]
<TABLE>
<CAPTION>
Capital In Deficit
Accumulated
Common Stock Excess Of During the
Shares Amount Par Value Development Stage
<S> <C> <C> <C> <C>
Medizone Canada Ltd.
- - Utah
Existing shares of MCL
Utah (formerly KPC
Investments) 5,590,000 $ 5,590 $ -- --
Exchange of 3,130,001
shares of Medizone
Canada Ltd. -
Canadian for shares
of MCL-Utah-resulting
in a reverse merger
December 1988 27,132,000 $ 27,132 $ 66,551 --
Shares reserved for
issuance to Minority
shareholder (1,126,888) $ (1,127) -- --
Shares issued for
services
($.005)/share) 1,938,000 1,938 8,062 --
Return of capital to
majority Shareholder -- -- (50,851) --
Net loss for the year
ended Dec. 31, 1988 -- -- -- $ (106,392)
BALANCE, 33,533,112 33,533 113,580 $ (107,392)
December 31, 1988
Return of capital to
majority Shareholder -- -- (58,056) --
Net loss for the year
ended Dec. 31, 1989 -- -- -- $ ( 26,179)
BALANCE,
Dec. 31, 1989 33,533,112 33,533 55,524 $ (133,571)
Sale of shares for
cash ($.05 to
$.075/share) 983,333 983 56,517 --
</TABLE>
<PAGE>
MEDIZONE CANADA LIMITED
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity
From the Date of Inception (November 18, 1987) through March 31, 1998
[Unaudited]
<TABLE>
<CAPTION>
Capital In Deficit
Accumulated
Common Stock Excess Of During the
Shares Amount Par Value Development Stage
<S> <C> <C> <C> <C>
Shares issued for
services ($.05/share) 850,000 $ 850 $ 41,650 --
Shares issued to
minority shareholder
which had been reserved 1,126,888 1,127 -- --
Return of capital to
majority Shareholder -- -- (42,480) --
Net loss for the year
ended Dec. 31, 1990 -- -- -- $ (28,561)
BALANCE, Dec. 31, 1990 36,493,333 36,493 $ 111,211 $(162,132)
Capital received from
majority Shareholder -- -- $ 9,100 --
Net loss for the year
ended Dec. 31, 1991 -- -- -- $ (8,150)
BALANCE, Dec. 31, 1991 36,493,333 36,493 $ 120,311 $ (170,282)
Capital received from
majority shareholder -- -- $ 6,314 --
Net loss for the year
ended Dec. 31, 1992 -- -- -- $ (8,334)
Balance, Dec. 31, 1992 36,493,333 $36,493 $ 126,625 $ (178,616)
Capital received from
majority shareholder -- -- $ 25,936 --
Net loss for the year
ended Dec. 31, 1993 -- -- -- $ (32,357)
Balance, Dec. 31, 1993 36,493,333 $36,493 $ 152,561 $ (210,973)
</TABLE>
<PAGE>
MEDIZONE CANADA LIMITED
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity
From the Date of Inception (November 18, 1987) through March 31, 1998
[Unaudited]
<TABLE>
<CAPTION>
Capital In Deficit
Accumulated
Common Stock Excess Of During the
Shares Amount Par Value Development Stage
<S> <C> <C> <C> <C>
Capital received from
majority shareholder -- -- $ 12,038 --
Net loss for the year
ended Dec. 31, 1994 -- -- -- $ (3,617)
Balance, Dec. 31, 1994 36,493,333 36,493 $164,599 $ (214,590)
Capital received from
majority shareholder -- -- $ 5,553 --
Net loss for the year
ended Dec. 31, 1995 -- -- -- $ (3,553)
Balance, Dec. 31, 1995 36,493,333 36,493 $170,152 $ (218,143)
Capital received from
majority shareholder -- -- 3,301 --
Net loss for the year
ended Dec. 31, 1996 -- -- -- $ (3,301)
Balance, Dec. 31, 1996 36,493,333 36,493 $173,453 $ (221,444)
Capital received from
majority shareholder -- -- 2,334 --
Net loss for the year
ended Dec. 31, 1997 -- -- -- $ (1,744)
Balance, Dec. 31, 1997 36,493,333 $36,493 $175,797 $ (223,188)
Capital received from
majority shareholder -- -- $ 2,211 --
Reverse Stock Split 1:243
retaining 100,000,000
shares at a par value
$.001; June 10, 1998 150,178 $ 150 -- --
</TABLE>
<PAGE>
MEDIZONE CANADA LIMITED
[A Development Stage Company]
Consolidated Statements of Stockholders' Equity
From the Date of Inception (November 18, 1987) through March 31, 1998
[Unaudited]
<TABLE>
<CAPTION>
Capital In Deficit Accumulated
Common Stock Excess Of During the
Shares Amount Par Value Development Stage
<S> <C> <C> <C> <C>
Sale of Shares for
Cash; June 10, 1998 1,000,000 $ 1,000 $ 19,000 --
Net loss for the six
months ended
June 30, 1998 -- -- -- $ (10,811)
Balance,
June 30, 1998 1,150,178 $ 1,150 $197,008 $ (233,999)
</TABLE>
<PAGE>
MEDIZONE CANADA LIMITED
(A Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
June 30, 1998
Note 1 - Summary of Significant Accounting Policies
Condensed Financial Statements- The accompanying financial statements have
been prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, cash flows at
June 30, 1998, and for all the periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1997,
audited financial statements. The results of operations for the period ended
June 30, 1998, are not necessarily indicative of the operation results for the
full year.
Organization - Medizone Canada Limited, a Nevada corporation (the "Company" or
the "Registrant") was organized in 1987 and is a development stage company.
The company was a majority owned subsidiary of Medizone International, Inc.
("MII") until June, 1998. MII is a Nevada corporation, organized in 1986,
whose objective is to (1) gain regulatory approval for its drug, a precise
mixture of ozone and oxygen called MEDIZINE (R), and its 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) develop the related technology and equipment for
the medical application of its products, including its drug production and
delivery system (the "Medizone Technology"). The Company is not currently
engaged in any business activity, but is seeking potential investments or
business acquisitions and consequently is considered a developmental stage
company as defined in SFAS No. 7. The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.
Accounting Estimates - The preparation of the financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
estimated.
Stock Split - On June 10, 1998 the Board of Directors ratified a resolution to
reverse split the Company's outstanding common voting stock on a basis of one
for 243, while retaining the authorized shares at 100,000,000 and the par
value at $0.001.
Note 2 - Related Party Transactions
Management Compensation - During the periods presented the Company did not pay
any compensation to its officers and directors.
<PAGE>
NOTE 3 - DISCONTINUED OPERATIONS
None
Note 4 - Common Stock
Unless otherwise stated, all transactions shown below were with unrelated
parties and the securities issued were restricted:
In July 1984, KPC initially issued 590,000 shares in a private transaction to
shareholders no longer affiliated with the Company for proceeds of $1,500.
In April 1985, KPC issued 3,000,000 shares of common stock in a public
offering for net proceeds after offering costs of $9,819.
In June 1988, KPC issued 2,000,000 units consisting of one share of common
stock and two warrants which allow the holder to purchase one share of common
stock per warrant. The warrants were exercisable at $.125 per share and
expired on December 31, 1997. The net proceeds of this offering were $84,089.
In December 1988, KPC reserved 27,200,000 shares for issuance to the
stockholders of MedCan in exchange for all the shares of MedCan. Of this
amount, 26,005,112 shares were so exchanged and 1,126,888 shares were
reserved. Also during 1988, 1,938,000 shares were issued to a consultant for
services rendered with a value of $10,000.
In 1990, the Company issued 983,333 shares of common stock at prices ranging
from $.05 to $.075 in private offerings to two individuals unrelated to the
Company for proceeds of $57,400. The Company also issued, for services
rendered, 850,000 shares to five individuals, 550,000 shares to the three
directors of the Company, 50,000 shares to an employee, and 250,000 shares to
a consultant, to which it assigned the value of $.05 per share for an
aggregate of $42,500.
During 1990, the 1,126,888 shares reserved in December 1988 for issuance to
the remaining stockholder of MedCan in exchange for the shares of MedCan were
issued.
On June 10, 1998, the Board of Directors effectuated a reverse split on a
basis of one for 243, while retaining the authorized shares at 100,000,000 and
the par value at $0.001. Additionally, on June 10, 1998, the Company issued
1,000,000 post-split shares of its "unregistered" and "restricted" common
stock to the appointed Director and President, Brenda M. Hall, in
consideration of the sum of $20,000 cash, effectively passing control (87%) to
the new officer.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern. However, the Company has incurred losses since
inception, has expended most of its working capital and has not yet been
successful in establishing profitable operations. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise additional funds
through loans and/or through additional sales of it common stock or through
the acquisition of another company by issuing common stock. There is no
assurance that the Company will be successful in raising this additional
capital.
<PAGE>
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the company be
unable to obtain additional financing or establish profitable operation.
NOTE 6 - CONTINGENCIES
NONE
NOTE 7 - SUBSEQUENT EVENTS
On July 20, 1998, a special meeting of the stockholders, the shareholders
voted
in favor of changing the corporate domicile to the State of Nevada.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Six-month Periods ended June 30, 1998, and June 30, 1997.
No research and development expenses were incurred in 1998 or 1997. For
the six month period ending June 30, 1998, nominal general and administrative
expensestotaling $10,811 were incurred for shareholder costs, legal fees and
taxes. General and administrative expenses during the six month period ending
June 30, 1997, were $744.
Liquidity and Capital Resources
For the three month period ending June 30, 1998, the Company had a
working capital deficiency of ($10,000) and a shareholders' deficiency of
($10,000). The Company had a working capital deficiency of ($10,811) and
shareholders' deficiency of ($10,811) for the six month period ending June 30,
1998. At December 31, 1997, the Company had a working capital deficiency of
($10,898) and a shareholders' deficiency of ($10,898).
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
None
ITEM 2 Change in Securities
Effective June 10, 1998, the outstanding voting securities of the Company
were reverse split on a basis of one for 243, while retaining the authorized
capital and par value, with appropriate adjustments in the stated capital and
capital surplus accounts of the Company. No amendment of the Articles of
Incorporation was required under the Utah Revised Business Corporation Act.
ITEM 3 Defaults on Senior Securities
None
<PAGE>
ITEM 4 Submission on Matters to a Vote of Security Holders
On June 12, 1998, the majority shareholder of the Company approved and
consented to the issuance of 1,00,000 post-split shares to Brenda M. Hall in
consideration for the sum of $20,000.
On July 20 1998, at a special meeting of the stockholders, the
shareholders
voted in favor of changing the corporate domicile to the State of Nevada.
ITEM 5 Other Information
Effective June 5, 1998, Edwin G. Marshall, Gerard V. Sunnen and Arthur P.
Bergeron resigned as directors of the Registrant, in seriatim, and Brenda M.
Hall, Pamela Price and Paul Finlayson were designated directors.
Additionally,
Edwin G. Marshall and Jill Marshall resigned as the executive officers of the
Registrant, and Brenda M. Hall was designated President, Pamela Price was
designated Vice-President, and Paul Finlayson was designated as Secretary/
Treasurer.
ITEM 6 Exhibits and Reports on Form 8-K
(A) Exhibits
Notice of Special Meeting of the Stockholders 20
Articles of Incorporation of Medizone Canada Limited,
a Nevada Corporation 3.1
Articles of Merger Changing the Domicile of the
Company to the State of Nevada 3.2
(B) Reports on Form 8-K; Current Report Filed June 19, 1998*
Note* This document has already been filed with the Security
and
Exchange Commission and is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDIZONE CANADA LIMITED
55 West 200 North, Suite 2
Provo, Utah 84601
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
MEDIZONE CANADA LIMITED
TO BE HELD JULY 20, 1998
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
MEDIZONE CANADA LIMITED, a Utah corporation (the "Company"), has been called
to be held on July 20, 1998, at 55 West 200 North, Suite 2, Provo, Utah 84601,
at the hour of 5:00 o'clock p. m., Mountain Daylight Time, for the following
purposes:
1. To consider and act upon a resolution of the Board of Directors to
change the domicile of the Company to the state of Nevada;
2. To conduct such other business as may properly come before the
meeting.
The Board of Directors of MEDIZONE CANADA LIMITED has set 5:00 o'clock
p.m. on July 10, 1998, as the record date for the purpose of determining the
stockholders of the Company who shall be entitled to notice of the meeting.
Certain members of management owning in excess of the number of shares
necessary to adopt the resolution to be presented at the meeting regarding the
change of domicile have agreed to vote in favor of such domicile change, and
accordingly, no proxies are be solicited or are necessary.
MEDIZONE CANADA LIMITED
Provo, Utah
July 10, 1998
ARTICLES OF INCORPORATION
OF
MEDIZONE CANADA LIMITED
The undersigned natural person, acting as incorporator of the corporation
under the Nevada Revised Statutes, adopts the following Articles of
Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation is "Medizone Canada Limited"
(hereinafter, the "Corporation").
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purpose for which the Corporation is
organized is to engage in any and all lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
100,000,000 shares of common voting stock having a par value of one mill
($0.001) per share. All stock of the Corporation shall be of the same class
and shall have the same rights and preferences. Fully paid stock of the
Corporation shall not be liable for further call or assessment. The
authorized shares shall be issued at the discretion of the Board of Directors
of the Corporation.
ARTICLE V
Initial Resident Agent. The initial resident agent of the
Corporation shall be CSC Services of Nevada, Inc., and the street address and
mailing address of the initial resident agent are: 502 East John Street,
Carson City, Nevada 89706.
ARTICLE VI
Directors. The Corporation shall be governed by a Board of
Directors consisting of no less than three directors. The number of directors
constituting the initial Board of Directors is three and the name and street
address of the persons who shall serve as directors until their successors are
elected and qualified are, to-wit:
Brenda M. Hall
55 West 200 North
Provo, Utah 84601
<PAGE>
Paul Findlayson
55 West 200 North
Provo, Utah 84601
Pamela Price
55 West 200 North
Provo, Utah 84601
ARTICLE VII
Incorporator. The name and street address of the incorporator is:
Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
ARTICLE VIII
Control Share Acquisitions. The provisions of NRS 78.378 to
78.3793,
inclusive, are not applicable to the Corporation.
ARTICLE IX
Indemnification of Directors and Executive Officers. To the fullest
extent allowed by law, the directors and executive officers of the Corporation
shall be entitled to indemnification from the Corporation for acts and
omissions taking place in connection with their activities in such capacities.
/s/ Leonard W. Burningham, Esq.
----------------------------------
Leonard W. Burningham, Esq.
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On the 3rd day of August, 1998, personally appeared before me Leonard
W. Burningham, Esq., who duly acknowledged to me that he is the person who
signed the foregoing instrument as incorporator; that he has read the
foregoing instrument and knows the contents thereof; and that the contents
thereof are true of his personal knowledge.
/s/ Sheryl Ross
---------------------------------------
NOTARY PUBLIC
ARTICLES OF MERGER
OF
MEDIZONE CANADA LIMITED
(a Nevada corporation)
AND
MEDIZONE CANADA LIMITED
(a Utah corporation)
To the Secretary of the
State of Nevada and
the Department of Commerce of
the State of Utah
Pursuant to the provisions of Section 92A.190 of the Nevada Revised
Statutes, and Section 16-10a-1101 of the Utah Revised Business Corporation
Act, it is hereby certified that:
1. The names and addresses of the merging corporations are Medizone
Canada Limited, 55 West 200 North, Provo, Utah 84601, which is a business
corporation organized under the laws of the State of Utah ("Medizone Utah"),
and Medizone Canada Limited, 55 West 200 North, Provo, Utah 84601, which is a
business corporation organized under the laws of the State of Nevada
("Medizone
Nevada").
2. The following is the Plan of Merger (the "Plan") for merging
Medizone Utah with and into Medizone Nevada as approved by the Board of
Directors of both corporations and persons owning a majority of the
outstanding voting securities of Medizone Utah (with the stockholders of
Medizone Utah being sometimes called the "Medizone Utah Stockholders"),
pursuant to which Medizone Nevada will be the surviving corporation, to-wit:
Plan of Merger
2.1 Merger and Surviving Corporation. Medizone Canada Limited, a
Utah corporation ("Medizone Utah"), will merge into Medizone Canada Limited, a
Nevada corporation ("Medizone Nevada"); Medizone Nevada will be the surviving
corporation, and the separate existence of Medizone Utah shall cease. Until
amended, modified or otherwise altered, the Articles of Incorporation of
Medizone Nevada shall continue to be the Articles of Incorporation of the
surviving corporation; and the Bylaws of Medizone Nevada shall become the
Bylaws of the surviving corporation.
2.2 Share Conversion. Each share of common stock of Medizone Utah
shall, upon the effective date of the Plan, be converted into one (1) share of
common stock of Medizone Nevada.
2.3 Survivor's Succession to Corporate Rights. The surviving
corporation shall thereupon and thereafter possess all the rights, privileges,
powers and franchises as well of a public as of a private nature, and be
subject to all of the restrictions, disabilities and duties of Medizone Utah;
and all and singular, the rights, privileges, powers and franchises of
Medizone Utah, and all property, real, personal and mixed, and all debts due
to Medizone Utah on whatever account, as well for stock subscriptions as all
other things in action or belonging to Medizone Utah shall be vested in the
<PAGE>
surviving corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as
effectually the property of the surviving corporation as they were of Medizone
Utah, and the title to any real estate vested by deed or otherwise in Medizone
Utah shall not revert or be in any way impaired by reason of the Plan; but all
rights of creditors and all liens upon any property of Medizone Utah shall be
preserved unimpaired, and all debts, liabilities and duties of Medizone Utah
shall thenceforth attach to the surviving corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties had
been incurred or contracted by it; and any action or proceeding whether civil,
criminal or administrative, pending by or against Medizone Utah shall be
prosecuted as if the Plan had not taken place, or the surviving corporation
may be substituted in such action or proceeding.
2.4 Survivor's Succession to Corporate Acts, Plans, Contracts, etc.
All corporate acts, plans, policies, contracts, approvals and authorizations
of Medizone Utah and its stockholders, Board of Directors, committees elected
or appointed by the Board of Directors, executive officers and agents, which
were valid and effective immediately prior to the effective time of the Plan,
shall be taken for all purposes as the acts, plans, policies, contracts,
approvals and authorizations of the surviving corporation and shall be as
effective and binding thereon as the same were with respect to Medizone Utah.
The employees of Medizone Utah shall become the employees of the surviving
corporation and continue to be entitled to the same rights and benefits which
they enjoyed as employees of Medizone Utah.
2.5 Survivor's Rights to Assets, Liabilities, Reserves, etc. The
assets, liabilities, reserves and accounts of Medizone Utah shall be recorded
on the books of the surviving corporation at the amounts at which they,
respectively, shall then be carried on the books of Medizone Utah, subject to
such adjustments or eliminations of intercompany items as may be appropriate
in giving effect to the Plan.
2.6 Directors and Officers. Except as indicated by separate
resolution of the Board of Directors of Medizone Nevada, all of the present
directors of Medizone Nevada shall continue as directors of the surviving
corporation, to serve until the next annual meeting of stockholders and until
their sucessors are elected and qualified, or until their respective prior
resignations or terminations.
2.7 Principal Office. The principal office of the surviving
corporation shall be 55 West 200 North, Provo, Utah 84601.
2.8 Adoption. The Plan must be adopted by the Board of Directors of
Medizone Nevada; and, peresons owning a majority of the outstanding voting
secuities of Medizone Utah.
2.9 Dissenters' Rights and Notification. No dissenters' rights are
afforded either party to this Plan under the laws of the States of Utah or
Nevada.
2.10 Effective Date. The Effective Date of the Plan shall be the
date when the Articles of Merger are filed and accepted by the Secretary of
State of the State of Nevada and at such time as all applicable provisions of
the Nevada Revised Statutes and the Utah Revised Business Corporation Act have
been met.
2.11 Delivery of Shares. On the closing, common shares of Medizone
Nevada shall be exchanged for shares of Medizone Utah.
3.0 The Plan has been approved by the Boards of Directors of Medizone
Nevada and Medizone Utah and the Medizone Utah Stockholders, in accordance
with the respective provisions of Section 92A.120 of the Nevada Revised
Statutes and Section 16-10a-1103 of the Utah Revised Business Corporation Act;
no approval of the Medizone Nevada stockholders is required under the Nevada
Revised Statutes.
<PAGE>
4.0 The applicable provisions of the Nevada Revised Statutes and the
Utah Revised Business Corporation Act relating to the merger of Medizone Utah
with and into Medizone Nevada will have been complied with upon compliance
with any of the filing and recording requirements thereof.
5.0 The merger herein provided for shall become effective in the
State
of Nevada on the date of filing hereof.
MEDIZONE CANADA LIMITED,
a Utah corporation
Date: July 20, 1998 By /s/ Brenda M. Hall
--------------------------------------
Brenda M. Hall, President
Date: July 20, 1998 By /s/ Paul Finlayson
---------------------------------------
Paul Finlayson, Secretary
STATE OF UTAH )
) ss
COUNTY OF UTAH )
Personally appeared before me this 20th day of July, 1998,Brenda M.
Hall, who duly acknowledged to me that she is the President of Medizone Canada
Limited, a Utah corporation, and that she is authorized to and did execute the
foregoing Articles of Merger.
/s/ Sheryl Ross
----------------------------
NOTARY PUBLIC
STATE OF UTAH )
) ss
COUNTY OF UTAH )
Personally appeared before me this 20th day of July, 1998, Paul
Finlayson, who duly acknowledged to me that he is the Secretary/Treasurer of
Medizone Canada Limited, a Utah corporation and that he is authorized to and
did execute the foregoing Articles of Merger.
/s/ Sheryl Ross
-------------------------
NOTARY PUBLIC
<PAGE>
MEDIZONE CANADA LIMITED,
a Nevada corporation
By /s/ Brenda M. Hall
--------------------------------
Brenda M. Hall, President
By /s/ Paul Finlayson
-------------------------------
Paul Finlayson, Secretary/Treasurer
STATE OF UTAH )
) ss
COUNTY OF UTAH )
Personally appeared before me this 20th day of July, 1998,
Brenda M. Hall, who duly acknowledged to me that she is the President of
Medizone Canada Limited, a Nevada corporation, and that she is authorized to
and did execute the foregoing Articles of Merger.
/s/ Sheryl Ross
-----------------------------
NOTARY PUBLIC
STATE OF UTAH )
) ss
COUNTY OF UTAH )
Personally appeared before me this 20th day of July, 1998, Paul
Findlayson, who duly acknowledged to me that he is the Secretary/Treasurer of
Medizone Canada Limited, a Nevada corporation and that he is authorized to and
did execute the foregoing Articles of Merger.
/s/ Sheryl Ross
-------------------------
NOTARY PUBLIC
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000821172
<NAME> MEDIZONE INTERNATIONAL
<CAPTION>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 19,750
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,750
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,750
<CURRENT-LIABILITIES> 10,000
<BONDS> 0
0
0
<COMMON> 1,150
<OTHER-SE> 8,600
<TOTAL-LIABILITY-AND-EQUITY> 19,750
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,811)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
