MEDIZONE INTERNATIONAL INC
8-K, 1997-01-08
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                       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: December 12, 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  December  12,  24 and  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.


                                   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, New York
        January 7, 1997

                                                    MEDIZONE INTERNATIONAL, INC.



                                                    By: s/Joseph S. Latino
                                                       -------------------------
                                                        Joseph S. Latino
                                                        President


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