SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT ON FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 26, 1996
(Date of Earliest event reported)
*******************************
MEDIZONE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 2-93277-D 87-0412648
State of Commission IRS Taxpayer
Incorporation Registration No. I.D. Number
123 East 54th Street, Suite 7B, New York, New York 10022
Address of Principal executive offices
Registrant's telephone number: (212) 421-0303
<PAGE>
Item 9. Sales of Equity Securities Pursuant to Regulation S
On November 26 and November 27, 1996, Medizone International, Inc.
(the "Registrant") sold an aggregate of $45,000 of its securities, in units (the
"Units"), each Unit consisting of 10,000 shares of the Registrant's common
stock, par value $.001 (the "Common Stock"), and a warrant to purchase 20,000
shares of the Registrant's Common Stock at an exercise price of $.10 until May
31, 1997 (the "Warrant") at a per Unit price of $1,000. A total of 45 Units were
sold to five individual investors, each a resident of New Zealand. The
transactions were consummated directly by the Registrant pursuant to Regulation
S, promulgated under the Securities Act of 1933. Each of the investors has
agreed that no sale of the Common Stock contained in the Units or the Common
Stock issuable upon the exercise of the Warrants may be made to a U.S. person
(as such term is defined in Regulation S) for a period of two years from the
date of the issuance of such security.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned, one of its officers thereunto duly authorized.
Dated: New York, NY
December 3, 1996
MEDIZONE INTERNATIONAL, INC.
By: s/Joseph S. Latino
--------------------------------------
Joseph S. Latino
President
