MEDIZONE CANADA LTD
8-K, 1998-02-04
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 8, 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




                    4505 South Wasatch Boulevard, Suite 210,
                           Salt Lake City, Utah 84124
                     Address of Principal executive offices


                  Registrant's telephone number: (801) 274-8400



<PAGE>


Item 5.  Other Events.
         ------------

     On December 8, 1997, the Board of Directors of Medizone Canada Limited (the
Registrant")  appointed  Milton G. Adair to the Board,  replacing  Dr. Joseph S.
Latino, who had resigned in July 1997. Thereafter,  John D. Pealer resigned from
the  Board of  Directors,  which  thereupon  appointed  Edwin J.  Marshall  as a
Director.  On January 5, 1998,  following the  resignation of George Handel as a
Director, Dr. Gerard Sunnen was appointed as a Director of the Registrant.  Each
of Messrs.  Marshall and Adair and Dr. Sunnen are Directors of the  Registrant's
parent,  Medizone  International,  Inc., with Mr. Marshall  serving as Chairman.
Contemporaneously with these events, Milton J. Adair was named the President and
Chief Executive Officer of the Registrant.



Item 6.  Resignation of Registrant's Directors.
         -------------------------------------


     John D. Pealer and George Handel resigned as Directors of the Registrant on
December 8, 1997 and January 5, 1998, respectively.





                                        2

<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, New York
          January 29, 1998


                                             MEDIZONE CANADA LIMITED



                                             By: s/Milton G. Adair
                                                 -------------------
                                                    Milton G. Adair
                                                    President




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