UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): January 24, 2017
 
Medizone International, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction
of incorporation)
2-93277-D
(Commission
File Number)
87-0412648
(IRS Employer
Identification No.)
 
4000 Bridgeway, Suite 401, Sausalito, California 94965
(Address of principal executive offices, Zip Code)
 
Registrant’s telephone number, including area code: (415) 331-0303
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


EXPLANATORY NOTE
 
This Amendment No. 1 amends the Current Report on Form 8-K of Medizone International, Inc. (the “Company”) originally filed on January 26, 2017 (the “Original Form 8-K”) solely for the purpose of including language inadvertently omitted from the original document filed as Exhibit 3.1 to the Original Form 8-K. This Amendment No. 1 includes the complete Exhibit 3.1.  Except as otherwise described in this Explanatory Note, no other changes are made to the Original Form 8-K.
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
As approved by the holders of the Company’s common stock at the Annual Meeting of Stockholders held December 15, 2016, on January 24, 2017, Medizone International, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the Company’s authorized capital stock.  A copy of the Certificate of Amendment is filed with this Current Report as Exhibit 3.1.  The approval of the amendment and the vote of the stockholders were reported by the Company on Form 8-K filed with the Securities and Exchange Commission on December 21, 2016.
 
Item 9.01 Financial Statements and Exhibits
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Medizone International, Inc.
 
 
 
 
By:
/s/ Edwin G. Marshall
 
 
Edwin G. Marshall
Chief Executive Officer
 
 
 
Date: February 27, 2017
 

EXHIBIT 3.1
 
 
 
 
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www . nv sos.gov
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 76.390)
     
 Filed in the office of
Barbara K. Cegaske
Secretary of State
State of Nevada
 Document Number
  20170031024-00
 
 Filing Date and Time
 01/04/2017 10:48AM
 
 Entity Number
 C5866-1984
         
 
USE BLACK INK ONLY •   DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1. 
Name of Represented Entity:
 
Medizone International, Inc.
 
2. 
The articles have been amended as follows: (provide article numbers, if available)
 
Article IV is hereby amended in its entirety as follows:
 
“ARTICLE IV -- CAPITAL STOCK
Classes of Stock. The Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares which the Corporation is authorized to issue is Five Hundred Fifty Million (550,000,000). Five Hundred Million (500,000,000) shares shall be Common Stock, par value $0.001 per share, and Fifty Million (50,000,000) shares shall be Preferred Stock, no par value per share, undesignated as to class, powers, designations, preferences, limitations, restrictions or relative rights. The board of directors of the Corporation is authorized to fix and determine any class or series of Preferred Stock and the number of shares of each class or series and to prescribe the powers, designations, preferences, limitations, restrictions and relative rights of any class or series established, all by resolution of the board of directors and in accordance with Section 78.1955 of the Nevada Revised Statutes, as the same may be amended and supplemented. All shares of stock issued by the Corporation shall be issued as fully paid up and nonassessable. Each share of Common Stock issued and outstanding shall entitle the holder thereof to one vote on all matters presented for a vote of the Stockholders of the Corporation.”
 
3. 
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:       Majority of all Stockholders
 
4.
Effective date and time of filing: (optional)                                           Date:                                                           Time:                                                  
(must not be later than 90 days after the certificate is filed)
 
5.
Signature: (required)
 
Signature of Officer  
 
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affimative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrctions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must  be accompanied  by appropriate fees.
Nevada Secretary of State Form RA Change by Entity
Revised : 1 - 5-15