MEDIZONE CANADA LTD
10-Q, 1996-08-12
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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              Part I of this Report is the subject of a Form 12b-25
                 which has been contemporaneously filed herewith

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended                           Commission File Number
   March 31, 1996                                    33-16757-D

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


                 Utah                                 87-0431771
     (State or other jurisdiction                  (I.R.S. Employer
           of incorporation                       Identification No.)
           or organization)


                              123 East 54th Street
                                    Suite 7B
                            New York, New York 10022
                                 (212) 421-0303

          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 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

          At August 9, 1996,  there were  outstanding  36,493,333  shares of the
registrant's common stock.

Page 1 of 4 pages
<PAGE>

                     MEDIZONE CANADA LIMITED AND SUBSIDIARY

                                      Index

                                  June 30, 1996

                                                                        Page
PART I - FINANCIAL INFORMATION                                        Number
- ------------------------------                                        ------

          Part I of this report is the subject of a Form 12b-25.


PART II - OTHER INFORMATION
- ---------------------------


Item 4.  -   Submission of Matters to a vote of Securities Holders        3

Item 6.  -   Exhibits and Reports on Form 8-K                             3

             Signatures                                                   4

                                Page 2 of 4 pages
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------

Item 4.   Submission of Matters to a
          Vote of Securities Holders
          --------------------------

          On July 10, 1996,  Medizone Canada Limited (the "Registrant") held its
annual meeting of shareholders  at which the matters  described below were voted
upon by the Registrant's shareholders.

A.        Election of Directors
          ---------------------

          Three  directors,  comprising  the entire  board,  were elected to the
Registrant's Board of Directors. These individuals will serve as directors until
the Registrant's  next annual meeting of shareholders and until their successors
have been elected and shall have been qualified.

          These individuals, and their tabulated votes, are as follows:

                                                  Votes
                         Votes for                Against          Abstentions
                         --------                 -------          -----------

Joseph S. Latino          24,747,100                 0                  0
George Handel             24,747,100                 0                  0
John D. Pealer            24,747,100                 0                  0

B.    Ratification of Appointment of
      Independent Public Accountant
      ------------------------------

          The  Registrant's  stockholders  ratified  the  selection  of Andersen
Andersen & Strong,  L.C. as the Registrant's  independent  public accountant for
the 1996 calendar year by the following vote:

Votes for                Vote Against                   Abstention
- ---------                ------------                   ----------

24,747,100                    0                              0



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

          (b) No reports on Form 8-K were filed by the Registrant this quarter.




                                Page 3 of 4 pages
<PAGE>

                                   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)


                                                     /s/Arthur P. Bergeron
                                                     ---------------------------
                                                     Arthur P. Bergeron
                                                     Vice President
                                                     and Chief Financial Officer

August 14, 1996



                                Page 4 of 4 pages


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