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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
June 5, 1998
Date of Report
(Date of Earliest Event Reported)
MEDIZONE CANADA LIMITED
(Exact Name of Registrant as Specified in its Charter)
Utah 33-16767-D 87-0431771
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
55 West 200 North, Suite 2
Provo, Utah 84601
(Address of Principal Executive Offices)
(801) 377-1758
Registrant's Telephone Number
144 Buena Vista
P. O. Box 742
Stinson Beach, California 94970
(Former Name or Former Address if changed Since Last Report)
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Item 1. Changes in Control of Registrant.
(a) On June 10, 1998, the Board of Directors of the Registrant
adopted, ratified and approved a resolution to issue 1,000,000 post-split (see
Item 5 below respecting a reverse split of the outstanding voting securities
of the Registrant [all computations herein reflect such reverse split])
"unregistered" and "restricted" shares of its $0.001 par value common voting
stock to Brenda M. Hall, in consideration of the sum of $20,000 paid by
personal check of Brenda M. Hall. It was approved by the Majority Stockholder
on June 12, 1998.
The former majority stockholder of the Registrant and its
percentage of ownership of the outstanding voting securities of the
Registrant prior to the adoption of the resolution was:
Amount and Nature Percent
of Beneficial of
Name Ownership Class
Medizone International, Inc. 100,082 66.6%
P. O. Box 742
Stinson Beach, CA 94970
Ms. Hall used her personal funds to purchase these securities;
and the basis of the "control" by Ms. Hall is stock ownership. See the
table below under Paragraph (b) of this Item.
(b) The following table contains information regarding
share holdings of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Registrant's
common stock, after taking into account the adoption of the resolution to
issue 1,000,000 "unregistered" and "restricted" shares to Ms. Hall as of June
18, 1998:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Brenda M. Hall President, 1,000,000 86.9%
1065 W. 1150 South Director and
Provo, Utah 84601 Stockholder
Pamela Price Vice President -0- -0-
55 West 200 North, #2 and Director
Provo, Utah 84601
Paul Finlayson Secretary/Treasurer -0- -0-
55 West 200 North, #2 and Director
Provo, Utah 84601
David N. Nemelka Stockholder 100,082 8.7%
897 S. Artistic Circle
Springville, Utah 84663
All officers and directors
as a group (1) 1,000,000 86.9%
Item 2. Acquisition or Disposition of Assets.
Except as indicated under Item 1, none; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
Effective June 10, 1998, the Registrant's outstanding common voting
stock was 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, with
appropriate adjustments in the stated capital and additional paid in capital
accounts of the Registrant.
Item 6. Resignations of Directors and Executive Officers.
Effective June 5, 1998, Edwin G. Marshall and Gerard V. Sunnen
resigned as directors of the Registrant, in seriatim, and Brenda M. Hall,
Pamela Price and, Paul Finlayson were designated directors.
Effective June 5, 1998, Edwin G. Marshall and Jill Marshall resigned
as the executive officers of the Registrant, and Brenda M. Hall was designated
as President, Pamela Price was designated as Vice President, and Paul
Finlayson was designated as Secretary/Treasurer.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
None
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MEDIZONE CANADA LIMITED
Date: 6/18/98 By/s/Brenda M. Hall
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Brenda M. Hall
President, and Director
Date: 6/19/98 By/s/Pamela Price
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Pamela Price
Vice President, and Director
Date: 6/19/98 By/s/Paul Finlayson
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Paul Finlayson
Secretary/Treasurer, and Director
