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: June 12, 1997
                        (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




            21 Cummings Park, Suite 274, Woburn, Massachusetts 01801
                     Address of Principal executive offices


                  Registrant's telephone number: (617) 908-6366






Item 5.           Other Events


     On June 12,  1997,  at a meeting  of the  Board of  Directors  of  Medizone
International,  Inc. (the "Registrant"),  Edwin G. Marshall ("Marshall"), Milton
G. Adair ("Adair"), Gerard V. Sunnen, M.D. ("Sunnen") and William M. Hitt, Ph.D,
M.D.  ("Hitt")  were  appointed to the  Registrant's  Board of  Directors,  with
Marshall being named  Chairman.  Contemporaneously  thereto,  as reported below,
John Pealer ("Pealer")  resigned as a Director,  and Kenneth Gropper ("Gropper")
resigned as President.  The Board  thereupon made the following  appointments to
the following positions:

                    President and            -     Adair 
                    Chief Executive 
                    Officer

                    Chief Operating
                    Officer                   -    Gropper

                    Secretary                 -    Sunnen


     The Board also named an Executive Committee,  composed of Marshall,  Adair,
Gropper,  Sunnen and Hitt. The remaining  Directors are Joseph S. Latino,  Ph.D.
and George  Handel  ("Handel");  however,  as reported  below,  during the Board
meeting,  Handel  resigned from the Board,  effective  June 13, 1997.  The Board
abolished the position of Chief Executive Officer -  Administration.  The holder
of the position, Arthur P. Bergeron, remains Vice President, Treasurer and Chief
Financial Officer of the Registrant.  Finally, the Board authorized the issuance


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of warrants to purchase an aggregate of  73,333,333 of the  Registrant's  common
stock  to The  Sand  Dollar  Solution  ("Sand  Dollar"),  a  California  limited
partnership,  whose general partner is Marshall.  As more fully described below,
said  warrants  expire over a two year period and have exercise  prices  ranging
from $.07 to $.20 a share.

     The backgrounds of the Registrant's new directors are as follows:

     Edwin G.  Marshall,  age 55,  attended  Santa Rosa  Junior  College and the
College of Marin, in California,  studying  Business and Fire Science.  Marshall
served  for 17  years in the fire  service,  rising  to  become  Captain  of the
Richmond,  California Fire Department. He left the fire service in 1979 to enter
the real estate  business.  He  participated  in the real estate business as the
owner of Smith, Smith & Associates, in Truckee,  California,  from 1979 to 1984,
and as a broker with TRI Realtors,  in the San Francisco Bay Area,  from 1987 to
1990.  Marshall was employed by Future Technology  Marketing,  Inc., of Truckee,
California,  in  sales  and  training  from  1985 to  1987.  In  1989,  Marshall
co-founded  The Marin Car Company,  which was in the  automobile and truck sales
and leasing business, in Novato and Petaluma, California. In 1992, Marshall left
The Marin Car  Company.  He is currently  employed as a private  investor and is
also the general partner of Sand Dollar. Marshall owns 765,000 shares, or 0.56%,
of the Registrant's common stock. However,  through his interest in Sand Dollar,


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and the  issuance to Sand Dollar of the  warrants to purchase  the  Registrant's
common stock, as described  herein,  he may be deemed to be the beneficial owner
of 74,098,333  shares of the Company's common stock, or 35.27%, of the Company's
common stock, on a fully diluted basis.

     Milton G.  Adair,  age 64,  received a Bachelor  of Arts degree in Business
Administration  and  Psychology  from The College of the Pacific in 1955.  After
employment  by Shell Oil Company and  Pittsburgh  Des Moines  Steel from 1955 to
1963, Mr. Adair was employed by Pfizer Incorporated from 1963 to 1978 in several
capacities,  culminating  in his  position  as  Director of Sales for the Pfizer
Diagnostics  division.  From  1978 to  1979,  Mr.  Adair  was  employed  as Vice
President-Sales/Marketing for the Becton Dickinson Immunodiagnostics division of
Becton Dickinson Corporation ("BD") in Orangeburg,  New York. Thereafter,  until
1983, he was  Vice-President  and General Manager of Becton  Dikinson  Automated
Immunochemistry  divison of BD in Salt Late City,  Utah.  From 1983 to 1984, Mr.
Adair was  President of Orbit  Medical  Systems,  Inc., a Salt Lake City venture
capital company in the  immunochemistry  field.  Mr. Adair was President,  Chief
Executive  Officer  and a Director  of  Mountain  Medical  Equipment,  Inc.,  in
Littleton,  Colorado, whose stock was traded on the American Trade Exchange (the
"AMEX"),  from 1984 to 1991.  In 1991, he became  President and Chief  Executive
Officer of Gull Laboratories,  Inc. ("Gull Labs"), in Salt Lake, and whose stock
trades on the AMEX,  and which is in the business of supplying  diagnostic  kits


                                        4





and automated  equipment in the infectious  disease and autoimmune  markets.  He
remained at Gull Labs until 1995 and became  President  and  Director of Biomune
Systems, Inc. ("Biomune"),  where he is also currently employed.  Biomune, whose
stock is traded on the  NASDACG  system,  is a  bio-technology  company  that is
developing pharmaceutical products for the treatment of cryptosporidioses and E.
Coli.

     Gerard V. Sunnen,  M.D., age 54, graduated from Rutgers  University in 1963
and from the medical school of the State University of New York,  Downstate,  in
1967. Dr. Sunnen has practiced  psychiatric  medicine since his graduation  from
medical school and has taught clinical psychiatry at New York University Medical
Center  since  1977,  where  he  is  now  an  Associate  Clinical  Professor  of
Psychiatry. He is currently a consultant to several organizations and companies,
including  the  Institute  for Behavior  Therapy and the Training  Institute for
Mental  Health  Practitioners  in New  York.  He is a  member  of  the  American
Psychiatric  Association,   the  American  Society  of  Clinical  Hypnosis,  the
International  Association  of  Emergency  Psychiatry,  of which he is  Honerary
President,  and the World  Psychiatric  Association,  where he is currently Vice
President of the Section for Emergency Psychiatry.  He received the Chevalier de
l'Ordre du Merite from the French  government  in 1990 for his work in assisting
members of the French community in New York. Dr. Sunnen has written and lectured
extensively on psychiatric  medicine and medical hypnosis.  He have also written


                                        5





on the medical  applications  of ozone.  Dr. Sunnen owns  1,400,000  shares,  or
1.02%, of the Registrant's common stock.

     William M. Hitt,  Ph.D.,  M.D.,  age 70,  received a Bachelor's  of Science
degree  from the  University  of Denver in 1946 and a Ph.D.  from  Colorado  A&M
University in 1948. He received a medical degree from the University of Colorado
in 1952 and did  post-medical  school studies at Duke  University and Washington
University  School of Medicine.  Dr. Hitt has taught and  conducted  research at
several institutions in the United States and Mexico,  culminating with his work
at the World Health  Organization  in Mexico City from 1989 to 1994.  He was the
recipient of the Eli Lily Award from the  National  Institute of Health in 1953;
the Leovenhoek Award in 1960, the Cientifico Destacado in 1990 and 1992, and the
Bioethics  International  Award of Merit in 1993.  Dr.  Hitt was a member of the
Board of Directors of Phsycians  Against  Nuclear War,  which  organization  was
awarded the Nobel Peace Prize in 1985. Dr. Hitt is currently the Director of the
William Hitt Center,  which conducts clinical  immunology and addiction recovery
programs,  has  operated  since 1986 and now has seven  locations in Central and
South  America,  with  headquarters  in  Tijuana,  Mexico.  

     The  appointment of Marshall,  Adair,  Sunnen and Hitt to the  Registrants'
Board  came in the  wake of a proxy  solicited  by  Sand  Dollar,  which  sought
shareholder proxies to vote for Marshall, Adair, Sunnen and Hitt as directors.

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     In connection with their appointment to the Board, Marshall,  Adair, Sunnen
and Hitt  (collectively,  the "New  Directors")  and Sand Dollar entered into an
agreement  in  principal  (the  "Agreement")  with  Gropper,  Handel  and Pealer
(collectively,  the "Old Directors") pursuant to which the parties agreed, inter
alia, 

     (a)  that Pealer and Handel resign as Directors;

     (b)  to cause the election of the New Directors to the  Registrant's  Board
          of  Directors  and to cause the  appointment  of Marshall as Chairman,
          Adair as President,  Gropper as Chief Operating  Officer and Sunnen as
          Secretary;  

     (c)  to cause the Registrant to enter into indemnification  agreements with
          each  of the  New  Directors  and  Old  Directors;  

     (d)  that the New Directors  shall not commence or participate in any legal
          proceedings,  including  class  actions,  against  the  Old  Directors
          arising out of the  operations of the  Registrant;  

     (e)  to release and hold each other harmless against any claim or liability
          of  any  kind  (with  the  exception  of  any  obligations  under  the
          Agreement);

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     (f)  to cause the  issuance  to Sand  Dollar of  warrants  to  purchase  an
          aggregate of 73,333,33 of the Registrant's common stock, as follows:

     i)   warrants  to  purchase  up to  15,000,000  shares of the  Registrant's
          common stock,  at purchase price of $.07 a share,  until September 10,
          1997;

     ii)  warrants  to  purchase  up to  33,333,333  shares of the  Registrant's
          common  stock,  at a  purchase  price of $.15 a share,  until June 11,
          1998; and

     iii) warrants  to  purchase  up to  25,000,000  shares of the  Registrant's
          common  stock,  at a  purchase  price of $.20 a share,  until June 11,
          1998.

Item 6.           Resignation of Directors

     On  June  12,  1997,  pursuant  to  the  Agreement,  Pealer  resigned  from
Registrant's  Board of Directors,  effective that day. On June 12, 1997,  Handel
resigned from Registrant's Board, effective June 13, 1997.


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                                   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
        June 19, 1997

                                   MEDIZONE INTERNATIONAL, INC.



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