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 March 31, 1999

                   Commission file number 33-16757-D

                        MEDIZONE CANADA LIMITED
                       -------------------------
         (Exact name of registrant as specified in its charter)

            Nevada                                    87-0411771
          ---------                                  -------------
(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


         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 2,250,178 common shares outstanding of the Registrant's common 
stock at April 8, 1999.

<PAGE>

                      MEDIZONE CANADA LIMITED AND SUBSIDIARY

                                       Index

                                  March 31, 1999

PART I - FINANCIAL INFORMATION                                     Page Number

Item 1.   Financial Statements
     Unaudited Interim Consolidated Balance Sheets                         3
     Unaudited Interim Consolidated Statements of Operations               4
     Unaudited Interim Consolidated Statement of Changes in
     Stockholders' Equity                                                5-9
     Notes to Unaudited Interim Consolidated Financial
     Statements                                                        10-12

Item 2.    Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                         12-13

PART II - OTHER INFORMATION

Item 2. Change in Securities                                              13

Item 4. Submission on Matters to a Vote of Security Holders               13

Item 5. Other Information                                                 13

Item 6. Exhibits and Reports on Form 8-K                                  13

        Signatures                                                        13

    
<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>
                                        March 31, 1999     Dec. 31, 1998
                                       ----------------   ---------------
<S>                                      <C>                <C>
ASSETS

CURRENT ASSETS:
     Cash                                     $ 16,323     $ 21,639    
     Accounts Receivable                           857            -   
                                             ---------     ---------
              Total Current Assets              17,180      $21,639      

PROPERTY AND EQUIPMENT (NET)                         -            -

OTHER ASSETS:
     License Agreements                              -            -
     Organization cost (net of 
      accumulated amortization of $5,520 
       And $5,520, respectively)                     -            -
                
                Total Other Assets                   -            -
                                                                     
TOTAL ASSETS                                   $17,180      $21,639    
                                              --------     ---------
                                              --------     ---------


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                        March 31, 1999     Dec. 31, 1998
                                      ----------------    ---------------
CURRENT LIABILITIES:
     Accounts payable                         $    438      $      387
     Accrued expenses                                -             794    
                                             ---------      ----------
          Total Current Liabilities           $    438     $     1,181

Commitments and Contingencies (Note 1)

STOCKHOLDERS' DEFICIENCY:
    Common stock; authorized 100,000,000         2,250           2,250
    $0.001 par value; issued and outstanding 
    2,250,178 as of 3/31/99;  
    150,178(post-split) as of 12/31/97

    Additional paid-in Capital                 261,093         261,093
    Deficit accumulated during the 
      development stage                       (246,601)       (242,885)
                                              ---------       ---------
          Total Stockholders' Equity            16,742          20,458

TOTAL LIABILITIES & EQUITY                   $  17,180       $  21,639
                                             ---------       ----------
                                             ---------       ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.

NOTE:  The balance sheet at December 31, 1998 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>

                           For the Three     For the Three     From Inception,
                           Months Ended       Months Ended     (Nov. 18,
1987)-
                          March 31, 1999     March 31, 1998     March 31, 1999
                         ----------------   ----------------  
----------------
<S>                      <C>                 <C>               <C>

REVENUE                            $0.00              $0.00              $0.00

   Cost of Goods Sold              $   -                  -                  -
                                  -------             ------            
------
     Total Revenue                 $0.00              $0.00              $0.00

EXPENSES
   Gen. and Admin. Expenses    $3,717.00          $1,053.00        $217,048.00
   Research & Develop. Expenses     0.00               0.00        $ 29,554.00
                               ---------          ---------       
------------ 

    Total Expenses             $3,717.00              $0.00        $246,602.00

NET INCOME/LOSS               ($3,717.00)        ($1,053.00)     
($246,602.00)
</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, 1999
(restated)
<TABLE>
                                   
                                               Capital In   Deficit
Accumulated
                              Common Stock      Excess Of        During the
                            Shares     Amount   Par Value    Development Stage 
                           --------   -------   --------- --------------------
<S>                        <C>        <C>       <C>          <C>
              
Medizone Canada Ltd. 
  - Canadian

Initial issuance of 
 shares exchanged for 
 license agreement, 11/87
 ($.000003 per share)      3,000,000 $      1         --                    --

Common stock issued for
 cash at $1/share 11/87            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 KPC Investments
 ($.001 par value)
 July 1984 ($.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, 1999
(restated)
                                       [Unaudited]          
<TABLE>                                   
                                        Shares  Capital In  Deficit
Accumulated
                        Common Stock     To Be   Excess Of    During the
                      Shares     Amount Issued   Par Value   Development Stage
                    ---------  -------- ------- ---------- -------------------
<S>                 <C>        <C>      <C>     <C>         <C>
Medizone Canada Ltd.
 - Utah
Existing shares of
 MCL Utah (formerly
 KPC Investments)    5,590,000 $  5,590            $89,818                  --

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 share-
 holder             (1,126,888)$ (1,127)    1,127      --                   --


Shares issued for
 services
 ($.005)/share)      1,938,000 $  1,938       --    8,062                   --

Return of capital
 to majority share-
 holder                     --       --       --  (50,851)                  --

Net loss for the
 year-ended 12/31/89        --       --       --       --          $ (106,392)
                    ----------- --------  ------- ---------       ------------

BALANCE, 12/31/89   33,533,112 $ 33,533    1,127  $113,580         $ (107,392)
                    ---------- ---------  ------ ----------      -------------
                    ---------- ---------  ------ ----------      -------------

Return of capital to
 majority Share-
 holder                     --        --     --    (58,056)                 --

Net loss for the
 year ended 12/31/89        --        --     --         --         $ ( 26,179)

BALANCE, 12/31/89   33,533,112 $ 33,533    1,127    55,524         $ (133,571)
                    ---------- --------   -------  -------        ------------
                    ---------- --------   -------  -------        ------------

Sale of shares for
 cash (From $.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, 1999
(restated)
                                  [Unaudited]          
                                   
<TABLE>                                Shares   Capital In   Deficit
Accumulated
                       Common Stock    To Be    Excess Of          During the
                     Shares    Amount  Issued    Par Value   Development Stage
                    -------   -------  ------   ------------------------------
<S>                 <C>       <C>      <C>      <C>           <C>
 
Shares issued for
 services 
 ($.05 per share)    850,000      850      --    $   41,650                 --


Shares issued to
  minority share-
  holder which had
  been reserved    1,126,888    1,127  (1,127)           --                 --


Return of capital
 to majority
     Shareholder         --        --       --   $   (42,480)               --

Net loss for the
 year ended 
 12/31/90                --        --       --            --     $     
(28,561)
                  -----------  -------  ------  -------------  ---------------
   
BALANCE, 12/31/90 36,493,333   36,493       --   $  111,211     $    (162,132)

Capital received
 from majority
  Shareholder            --        --       --        9,100                 --

Net loss for the
 year ended
 December 31, 1991       --        --       --           --      $     
(8,150)
                  -----------    -------  -------  ----------- ---------------
BALANCE, 12/31/91  36,493,333   36,493      --   $  120,311      $   (170,282)

Capital received
 from majority
   Shareholder           --        --        --  $    6,314                 --

Net loss for the
 year ended      
 December 31, 1992       --        --        --          --        $   (8,334)
                  -----------   --------  -------   ------------ -------------

Balance, 12/31/92  36,493,333   $36,493      --    $126,625        $ (178,616)

Capital received
 from majority
  Shareholder            --         --        --   $ 25,936        $        --
 
Net loss for the
 year ended 12/31/93     --         --        --         --        $  (32,357)
                   ----------   ---------  ------   --------------------------

Balance, 12/31/93  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, 1999
(restated)
                                   [Unaudited]          
                                   
<TABLE>
                                               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)
                       -----------   --------    ----------      -------------
                       -----------   --------    ----------      -------------

Adjust beginning shares
 for reverse stock
 split at 1 share for
 243 shares           (36,343,157)   (36,343)       36,343                  --
 effective 6/10/98

Contributed capital
 from majority
 shareholder                   --         --         3,301                  --

Net loss for the year
 ended Dec. 31, 1996           --         --            --         $ (  3,301) 

                       -----------   --------     ---------      -------------

Balance, Dec. 31, 1996    150,176        150      $209,796         $ (221,444)
                       -----------    -------     ---------      -------------
                       -----------    -------     ---------      -------------

Capital received from
 majority shareholder          --         --         2,334                  --

Net loss for the year
 ended Dec. 31, 1997           --         --            --         $   (1,744)
                        ----------    -------      ---------      ------------

Balance, Dec. 31, 1997    150,176   $    150      $212,140         $ (223,188)
                        ----------    -------     -----------     ------------
                        ----------    -------     -----------     ------------
</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, 1999
(restated)
                                   [Unaudited]          
<TABLE>
                                   
                                              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          --         --   $    1,053                 --

Sale of Shares for Cash
    June 10, 1998       1,000,000  $   1,000   $   19,000                 --

Sale of Share for Cash  1,000,000  $   1,000   $   24,000                 --
    August, 1998

Shares issued for
 services
    ($.05 per share)      100,000  $     100    $   4,900                 --

Net loss for the year
 ended Dec. 31, 1998           --         --           --        $    (19,697)

Balance, Dec. 31, 1998  2,250,176   $  2,250    $ 261,093        $   (242,885)
                        ----------  --------    ----------      --------------
                        ----------  --------    ----------      --------------

Net loss for the period
 ended Mar. 31, 1999           --         --           --        $  (   3,717)
                        ----------  --------    ----------      --------------
       
Balance, Mar. 31, 1999  2,250,176   $  2,250    $ 261,093        $   (246,602)
                        ----------  --------    ----------      --------------
                        ----------  --------    ----------      --------------
</TABLE>
<PAGE>
                              MEDIZONE CANADA LIMITED
                          (A Development Stage Company)

             Notes to Unaudited Consolidated Financial Statements

                               March 31, 1999

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 at March 31, 
1999, 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, 1998, 
audited financial statements.  The results of operations for the period ended 
March 31, 1999, 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 first quarter of 1999, the Company did 
not pay any wages to the sole officer or director of the Company.

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.  

During the end of August, 1998, the Company issued 1,000,000 shares of common 
stock at $.025 per share in a private offering to 5 individuals for proceeds 
of $25,000.  Four of the individuals were unrelated to the Company.  The fifth 
individual, Brenda M. Hall, the Company's sole director and officer, bought 
250,000 shares of the private offering.

On October 1, 1998, the Company issued 100,000 S-8 common shares to its 
attorney pursuant to a "Consultant Compensation Agreement No.1."  The shares 
were registered on Form S-8 with the Securities Exchange Commission on October 
2, 1998.

<PAGE>

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.

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 - Contengencies
         -------------

         None.

NOTE 7 - Subsequent Events
         -----------------

         None.

ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                             Plan of Operation
                            -------------------

     The Company's plan of operation for the next 12 months is to continue to 
seek the acquisition of assets, properties or businesses that may benefit the 
Company and its stockholder.  Management anticipates that to achieve any such 
acquisition, the Company will issue shares of its common stock as the sole 
consideration for such acquisition.

     During the next 12 months, the Company's only foreseeable cash 
requirements will relate to maintaining the Company in good standing or the 
payment of expenses associated with reviewing or investigating any potential 
business venture, which the Company expects to pay from advances from 
management.

                          Results of Operations
                         -----------------------
 
         Three-month Periods ended March 31, 1999, and March 31, 1998

     The Company did not engage in any business activities during the quarters 
ended March 31, 1999 and 1998, nor the year ended December 31, 1998.  No 
research and development expenses were incurred in 1999 or 1998.  For the 
three month period ending March 31, 1999, nominal general and administrative 
expenses totaling $3,717 were incurred for shareholder costs, legal and 
accounting fees.  General and administrative expenses for the three month 
period ending March 31, 1998, were $1,053.  The increased expenses in 1999
related primarily to the change of control of the Company and the reverse
stock
split in June.

                        Liquidity and Capital Resources
                       ---------------------------------

     For the three-month period ending March 31, 1999, the Company had assets 
of $17,179.55 and liabilities totaling $438. The Company had no assets for the 
three-month period ending March 31, 1998 and liabilities totaling 1,053. 


                          PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings
            -----------------
          
            None.

ITEM 2.     Change in Securities
            --------------------        
 
            None.

ITEM 3.     Defaults on Senior Securities
            -----------------------------

            None.

ITEM 4.     Submission on Matters to a Vote of Security Holders
            ---------------------------------------------------

            None.

ITEM 5.     Other Information
            -----------------

            None. 

ITEM 6      Exhibits and Reports on Form 8-K
            --------------------------------

            None.
                 
                                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
                                (Registrant)
Date: April 7, 1999             /s/ Brenda M. Hall
                                -------------------------
                                Brenda M. Hall, Sole Officer & Director