Part I of this report was the subject of a
                    Form 12b-25 and has been included in this
                                     report.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended                                     Commission File Number
---------------------                                     ----------------------
   June 30, 1996                                                33-16757-D

                             MEDIZONE CANADA LIMITED
             (Exact name of registrant as specified in its charter)


              Utah                                     87-0431771
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization



                              123 East 54th Street
                                    Suite 7B
                            New York, New York 10022
                                 (212) 421-0303

               (Address, including zip code and telephone number,
                  including area code of registrant's principal
                               executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes |X|             No

At August 9, 1996, there were outstanding  36,493,333 shares of the registrant's
common stock.



<PAGE>



                     MEDIZONE CANADA LIMITED AND SUBSIDIARY

                                      Index

                                  June 30, 1996

                                                                     Page
         PART I - FINANCIAL INFORMATION                              Number
         ------------------------------                              ------

Item 1.  -        Financial Statements

                  Unaudited Interim Consolidated Balance Sheets           3

                  Unaudited Interim Consolidated Statements
                  of Operations                                           4

                  Unaudited Interim Consolidated Statement
                  of Changes in Stockholders' Equity                      5

                  Unaudited Interim Consolidated Statement
                  of Cash Flow                                            8

                  Notes to Unaudited Interim Consolidated
                  Financial Statements                                    9

Item 2.  -        Management's Discussion and Analysis of
                  Financial Condition and Results of Operations          10


         PART II - OTHER INFORMATION
         ---------------------------

Item 4.  -        Submission of Matters to a Vote
                  of Securities Holders                                  11

Item 6.  -        Exhibits and Reports on Form 8-K                       12

                  Signatures                                             12

                                        2

<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1. - Financial Statements
------------------------------

                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
                       Interim Consolidated Balance Sheets
                                   (unaudited)

                                     ASSETS

                                                     June 30,    December 31,
                                                       1996         1995
                                                     ---------   -----------

Current Assets:
  Cash                                               $    --      $    --
                                                     ---------    ---------


  Total Current Assets                                    --           --


Other Assets:
  License agreement                                       --           --
  Organization costs (net of accumulated
   amortization of $5,520 and $5,520,                     --           --
    respectively)                                    ---------    ---------

 Total Assets                                        $    --      $    --
                                                     ---------    ---------

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


Current Liabilities:                                  $   9,498    $   9,498
  Accounts payable                                        --           2,000
                                                      ---------    ---------
  Accrued expenses

Total Current Liabilities                             $   9,498    $  11,498
                                                      =========    =========


Commitments and Contingencies (Note 1)

Stockholders' Deficiency
  Common stock, authorized 100,000,000 shares,
  par value $.001 per share; issued and
  outstanding 36,493,333                                 36,493       36,493
  Additional paid-in capital                            172,896      170,152
 Deficit accumulated during development stage          (218,887)    (218,143)
                                                       ---------    ---------
 Total Stockholders' Deficiency                          (9,498)     (11,498)

                                                        $  --        $  --
                                                       =========    =========

                  The accompanying notes are an integral part
                  of these consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>



                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
                  Interim Consolidated Statements of Operations
                                   (unaudited)



                                                                                         From the Date of
                                  For the Six Months      For the Three Months Ended     Inception (Nov. 18, 1987)
                                    Ended June 30,                   June 30,            Through June 30, 1996
                                  ------------------      --------------------------     -------------------------
                                1996              1995         1996             1995
                                ----              ----         ----             ----

<S>                             <C>               <C>          <C>              <C>                <C>
Sales                           $-0-              $-0-         $-0-             $-0-               $ -0-
                                ----              ----         ----             ----               -----
Cost and Expenses:

  Research and Development       -0-               -0-          -0-              -0-              $29,554
  Expenses

  General and Administrative     744             1,255          744              156             $189,333
  Expenses                     -----            ------        -----             ----             --------

  Total Costs and Expenses       744             1,255          744              156             $218,887
                               -----            ------        -----             ----             --------
  Expenses


Net Loss                       $(744)           $1,255        $(744)          $(156)           $(218,887)
                          ==========        ==========   ==========      ===========         ===========

Weighted Average Number   36,493,000        36,493,000   36,493,333      36,493,333           32,907,000
of Shares Outstanding     ==========        ==========   ==========      ===========         ===========

Loss Per Share                  $-0-              $-0-         $-0-             $-0-               $ -0-
                          ----------        ----------   ----------      -----------         -----------


</TABLE>


                   The accompanying notes are an integral part
                   of these consolidated financial statements.




                                        4

<PAGE>



                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
            Consolidated Statement of Changes in Stockholders' Equity
      From the Date of Inception (November 18, 1987) through June 30, 1996
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                                 Accumulated
                                                                                  Additional     During
Medizone Canada Ltd. -                          Common Stock          Shares to   Paid-in        Development
Canadian                                    Shares         Amount     be Issues   Capital        Stage
----------------------                      ------         ------     ---------   ----------     -----------

<S>                                        <C>         <C>            <C>         <C>            <C>
Initial issuance of shares
  exchanged for license
  agreement, November 1987
  ($.0000003 per share) ..............     3,000,000   $         1
Share issued for cash,
  November 1987 ($1/share) ...........             1             1
Net loss for the year
  ended December 31, 1987                                                                        $    (1,000)
                                           ---------   -----------                               -----------


Balance, Dec. 31, 1987 ...............     3,000,001             2                                    (1,000)


Sale of shares for cash
  ($.7692 per share, no
   par value) ........................       130,000       100,000                                   100,000
                                         -----------   -----------                               -----------

                                           3,130,001   $   100,002                               $    (1,000)
                                         ===========   ===========                               ===========

KPC Investments
---------------
Initial capitalization of KPC
   Investments ($.001 par value)
   - July 1984 ($.003 per share) .....       590,000   $       590                $   910

Shares issued for cash -
  April 1985 ($.003/share) ...........     3,000,000         3,000                  6,819

Shares and warrants issued
  for cash - June 1988 ...............     2,000,000         2,000                 82,089
                                         -----------   -----------               --------
                                           5,590,000   $     5,590               $ 89,818
                                         ===========   ===========               ========

Medizone Canada Ltd. -
Utah
----------------------
Existing shares of MCL
  Utah (formerly KPC
    Investments) .....................     5,590,000   $     5,590               $ 89,818
Exchange of 3,130,001 shares
  of Medizone Canada Ltd. -
  Canadian for  shares of MCL -
  Utah resulting in a reverse                                                            
   merger, December 1988 .............    27,132,000        27,132                 66,551

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>



                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
            Consolidated Statement of Changes in Stockholders' Equity
      From the Date of Inception (November 18, 1987) through June 30, 1996
                                   (unaudited)



                                                                                                                  Deficit
                                                                                                                  Accumulated
                                                                                           Additional             During
Medizone Canada Ltd. -                    Common Stock                   Shares to         Paid-in                Development
Utah (cont'd.)                        Shares            Amount           be Issued         Capital                Stage
-----------------------               ------            ------           ---------         ----------             -----------
<S>                                   <C>               <C>              <C>               <C>                    <C>


Shares reserved for issuance to
  minority shareholder                (1,126,888)      (1,127)            (1,127)
Shares issued for services
  ($.005 per share)                    1,938,000        1,938                             $  8,062
Return of Capital to majority
  shareholder                                                                              (50,851)

Net loss for the year ended
  December 31, 1988                                                                                                $(106,392)
                                      ----------       -------            --------        --------                 ----------

Balance, Dec. 31, 1988                33,533,112       33,533              1,127           113,580                  (107,392)

Return of capital to majority
  shareholder                                                                              (58,056)

Net loss for the year ended
  December 31, 1989                                                                                                  (26,179)
                                      ----------       -------            --------        --------                 ----------       
Balance Dec. 31, 1989                 33,533,112       33,533             1,127            55,524                   (133,571)

Sale of shares for cash
  (from $.05 to $.075 per share)         983,333          983                              56,517
Shares issued for services
  ($.05 per share)                       850,000          850                              41,650
Shares issued to minority
  shareholder which had
  been previously reserved             1,126,888        1,127            (1,127)
Return of capital to
  majority shareholder                                                                    (42,480)

Net loss for the year ended
  December 31, 1990                                                                                                 (28,561)

                                      -----------      -------           ------          --------                   --------

Balance, Dec. 31, 1990                36,493,333       36,493              -0-            111,211                  (162,132)
</TABLE>


                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                        6

<PAGE>
<TABLE>
<CAPTION>

                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
            Consolidated Statement of Changes in Stockholders' Equity
      From the Date of Inception (November 18, 1987) through June 30, 1996
                                   (unaudited)
                                                                                                 Deficit
                                                                                                 Accumulated
                                                                               Additional        During
                                    Common Stock             Shares to         Paid-in           Development
                               Shares          Amount        be Issued         Capital           Stage
                               ------          ------        ---------         ----------        -----------

<S>                            <C>             <C>           <C>               <C>               <C>
Capital received from
  majority shareholder                                                           9,100

Net loss for the year ended
  December 31, 1991                                                                              $  (8,150)
                               ----------      ------         -----            -------            ---------

Balance, Dec. 31, 1991         36,493,333      36,493         -0-              120,311            (170,282)

Capital received from
   majority shareholder                                                          6,314

Net loss for the year ended
   December 31, 1992                                                                               (8,334)
                               ----------      ------        -----             -------           ---------

Balance, Dec. 31, 1992         36,493,333      36,493         -0-              126,625           (178,616)

Capital received from
   majority shareholder                                                         25,936

Net loss for the year ended
  December 31, 1993                                                                               (32,357)
                               ----------      ------        -----             -------            --------

Balance Dec. 31, 1993          36,493,333      36,493         -0-              152,561           (210,973)

Capital received from
  majority shareholder                                                          12,038

Net loss for the year ended
  December 31, 1994                                                                               (3,617)
                               ----------      -------       -----             -------           --------

Balance, Dec. 31, 1994         36,493,333      36,493         -0-              164,599          (214,590)

Capital received from
   majority shareholder                                                          5,553

Net loss for the year ended
   December 31, 1995                                                                              (3,553)
                               ----------     -------       -----             --------            -------


Balance, December 31, 1995     36,493,333    $ 36,493        $ -0-             170,152          (218,143)

Capital received from
  majority shareholder                                                           2,744

Net loss for the six months
   ended June 30, 1996                                                                              (744)
   -------------------         ----------    --------        -----           ---------          ---------

Balance, June 30, 1996         36,493,333    $ 36,493        $ -0-           $ 172,896          (218,887)
                               ==========    ========        =====           =========          =========

</TABLE>

                The Accompanying notes are an integral part
                of these consolidated financial statements.

                                       7
<PAGE>
<TABLE>
<CAPTION>


                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flow
                                   (unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                                                                From the Date
                                                                                of Inception
                                               For the Six Months Ended         (November 18
                                                1996             1995           June 30, 1996
                                                ----             ----           -------------
<S>                                             <C>              <C>            <C>

OPERATING ACTIVITIES:
  Net Loss                                      $744             $(1,255)       $(218,887)
    Adjustments to reconcile net
    loss to net cash used in
    operating activities:
  Issuance of stock for services                 -0-              -0-              52,500
  Write-off of prior year payables               -0-              -0-             (25,261)
  Amortization                                   -0-              -0-               5,520
  Write-off of license agreement                 -0-              -0-                   1
Changes in assets and liabilities:
  Accounts payable and accrued
    expenses                                  (2,000)            (4,000)           34,759
                                              -------            -------          --------

Net cash used in operating activities         (2,744)            (5,255)         (151,368)

INVESTMENT ACTIVITIES:
   Additions to other assets:
     Organization costs                          -0-              -0-              (5,520)
                                               -----             ------            -------

Net cash used in investing activities            -0-              -0-              (5,520)
                                               -----             ------            -------

FINANCING ACTIVITIES:
  Cash received from (advanced to)
    majority shareholder                      2,744              5,255            (89,702)
  Issuance of stock for cash                     -0-              -0-             246,590
                                              ------             ------           -------

Net cash provided by financing
   activities                                 2,744              5,255            156,888
                                              ------             -----            -------

INCREASE (DECREASE) IN CASH                      -0-               -0-              -0-

CASH
   Beginning of period                           -0-               -0-              -0-
                                              ------             -----            -------
   End of Period                                $-0-              $-0-             $-0-
                                              ------             -----            -------
Medizone Canada
  (Utah Canadian)

NONCASH ACTIVITIES:
  Issuance of stock for license
    agreement                                     -                -                 1
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       8

<PAGE>



                     MEDIZONE CANADA LIMITED AND SUBSIDIARY
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                   (unaudited)
                                  June 30, 1996



Continuation  of the Company as a going concern is dependent  upon the Company's
obtaining  additional  capital and the  requisite  approvals  from the  Canadian
Health and Welfare  authorities for the marketing of ozone-related  products and
equipment and, ultimately,  upon the Company's attaining profitable  operations.
The Company may require a substantial amount of additional funds to complete the
development of its products, to establish manufacturing  facilities,  to build a
sales and marketing organization and to fund additional losses which the Company
expects to incur over the next several years.

The Company expects that its parent, Medizone International,  Inc., ("MII") will
provide funds or undertake such actions as are necessary to continue operations.
The Company has no continuing  financial  commitments  and it has estimated that
expenditures  for the next  twelve  months  will  consist  only of the  costs of
continuing its bare legal existence.

In  the  opinion  of  management  of the  Company,  the  unaudited  consolidated
financial  statements  for the  six-month  periods ended June 30, 1996 and 1995,
respectively,  include all  adjustments,  which  comprise only normal  recurring
accruals,  necessary for a fair presentation of the results for such periods. It
is suggested that these unaudited  consolidated  financial statements be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's  1995  Annual  Report  on Form  10-K  which  has been  filed  with the
Securities and Exchange Commission.



                                        9

<PAGE>

Item 2.
-------

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Results of Operations
---------------------

General
-------

Six-month periods ended June 30, 1996, and June 30, 1995
--------------------------------------------------------

No research and development  expenses were incurred in 1996 or 1995. General and
administrative  expenses  in 1996  were  $744,  which  were  shareholder  costs,
professional fees and miscellaneous  taxes and fees.  General and administrative
expenses incurred in 1995 were $1,255,  which were shareholder  expenses,  taxes
and professional fees.

Liquidity and Capital Resources
-------------------------------

At June 30, 1996, the Company had a working  capital  deficiency of $9,498 and a
shareholders'  deficiency  of $9,498.  At December 31,  1995,  the Company had a
working capital deficiency of $11,498 and a shareholders' deficiency of $11,498.

The Company and its parent company,  MII, have had discussions  with a number of
potential  lenders,  investors  and  underwriters  with a view  towards  raising
additional funds to fund research and continuing operations.

The Company has  outstanding  warrants  to purchase  4,000,000  shares of common
stock at $.125 per share; however,  there can be no assurance that such warrants
will be  exercised.  Also,  the  Company is  required  to file a post  effective
amendment  to its  Registration  Statement  in order to  register  the shares it
proposes to issue upon any  exercise of  warrants.  The  warrants  scheduled  to
expire on December 31, 1995 have been extended to December 31, 1996.

The Company expects that MII will provide funds or undertake such actions as are
necessary  to  continue  operations  of the  Company.  In  the  event  that  the
outstanding  warrants of the  Company are  exercised,  fully or  partially,  the
Company  will  expend any net  proceeds  for the  continuation  of its  business
including continuation of its research endeavors.


                                       10

<PAGE>


                           PART II - OTHER INFORMATION
                           ---------------------------


Item 4.   Submission of Matters to a
          Vote of Securities Holders
          --------------------------

     On July 10,  1996,  Medizone  Canada  Limited (the  "Registrant")  held its
annual meeting of shareholders  at which the matters  described below were voted
upon by the Registrant's shareholders.

A.        Election of Directors
          ---------------------

     Three  directors,   comprising  the  entire  board,  were  elected  to  the
Registrant's Board of Directors. These individuals will serve as directors until
the Registrant's  next annual meeting of shareholders and until their successors
have been elected and shall have been qualified.

     These individuals, and their tabulated votes, are as follows:

                                                  Votes
                          Votes for               Against            Abstentions
                          ---------               -------            -----------

Joseph S. Latino          24,747,100                0                     0
George Handel             24,747,100                0                     0
John D. Pealer            24,747,100                0                     0

B.   Ratification of Appointment of
     Independent Public Accountant
     ------------------------------

     The Registrant's stockholders ratified the selection of Andersen Andersen &
Strong,  L.C. as the  Registrant's  independent  public  accountant for the 1996
calendar year by the following vote:

Votes for                 Vote Against            Abstention
----------                ------------            ----------
24,747,100                     0                      0



Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

     (b) No reports on Form 8-K were filed by the Registrant this quarter.



                                       11

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                              MEDIZONE CANADA LIMITED
                                                   (Registrant)


                                               /s/Arthur P. Bergeron
                                               -------------------------------
                                                Arthur P. Bergeron
                                                Vice President
                                                and Chief Financial Officer


November 12, 1996

                                       12