MEDIZONE CANADA LTD
8-K, 1997-04-21
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: April 15, 1997
                        (Date of Earliest event reported)


                         *******************************


                             MEDIZONE CANADA LIMITED
                             -----------------------

             (Exact name of Registrant as specified in its charter)




  Utah                              33-16757-D                    87-0431771
  ----                              ----------                    ----------
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 5.           Other Events.




     Medizone Canada Limited (the  "Registrant")  did not file its Annual Report
on Form 10-K for the  period  ended  December  31,  1996 on April 15,  1996,  as
required  pursuant to Rule 12b-25  promulgated under the Securities and Exchange
Act of 1934. On March 31, 1996, the Registrant had filed the textual  portion of
its Form 10-K,  which  omitted  the  financial  statements  and other  financial
information required to be included in that report,  together with a Form 12b-25
which stated, as the reason for the incomplete  filing,  that the Registrant was
without the financial  resources to retain its  accountant so as to complete the
Registrant's  annual  audit in a timely  manner.  As of the date of this current
report, the Registrant continues to be without the financial resources to retain
its accountants.  While the Registrant  continues to seek these funds, it cannot
state with certainty when or if it will acquire the funds required to retain its
accountants.

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<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
        April 16, 1997

                                                         MEDIZONE CANADA LIMITED



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


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