U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

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

         For Period Ended:               March 31, 1997

          [ ] 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:



Part I - Registrant Information



         Full Name of Registrant:       Medizone International, Inc.
         Former Name if Applicable:     (originally, Madison Funding, Inc.)
         Address of Principal Executive 
          Office (Street and Number)    
          City, State and Zip Code:     123 East 54th Street     
                                        New York, New York  10022
                                        


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).

[ X ] (a) The reasons  described in  reasonable  detail in Part III 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


<PAGE>



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



Part III - Narrative



The Registrant could not  substantiate  certain  financial  information so as to
complete its financial statements for the first quarter.



Part IV - Other Information



     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification:
     
Andrew E. Goldstein, Esq.              (212)  826-2000
      (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).

     The  registrant has not filed its annual report on Form 10-K for the period
ended December 31, 1996.

                                                            |_| Yes  |X| 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.
                   (Name of Registrant as specific in charter)

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

Date   May 15, 1997                 By     s/Arthur P. Bergeron
    ------------------------          -------------------------
                                            Arthur P. Bergeron, Vice President 
                                            and Chief Financial Officer