UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

|X|  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                For the quarterly period ended September 30, 2004

| |  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

            For the transition period from __________ to ____________

Commission File Number 2-93277-D

                          MEDIZONE INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

Nevada                                                87-0412648
(State or other jurisdiction              (IRS Employer Identification No.)
of incorporation or organization)



              144 Buena Vista P.O. Box 742 Stinson Beach, CA 94970
                    (Address of principal executive offices)

                                 (415) 868-0300
                           (Issuer's telephone number)



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 November 15, 2004, there were 162,004,462 shares of the issuer's common stock
issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [  ] No [X]



<PAGE>


                          MEDIZONE INTERNATIONAL, INC.
                                   FORM 10-QSB


                                      INDEX
                               September 30, 2004


                                                                         Page
                                                                        Number

Part I -- Financial Information


Item 1 -- Financial Statements


Consolidated Balance Sheets:
September 30, 2004 (Unaudited) and December 31, 2003.........................1

Consolidated Statements of Operations (Unaudited):
For the Three Months and Nine Months Ended September 30, 2004 and 2003.......2

Consolidated Statements of Cash Flow (Unaudited)
For the Nine Months Ended September 30, 2004 and 2003........................3

Notes to the Consolidated Financial Statements...............................5

Item 2 --Management's Discussion and Analysis or Plan of Operation...........9

Item 3 -- Controls and Procedures...........................................10


Part II -- Other Information

Item 1 -- Legal Proceedings.................................................10

Item 2 -- Changes in Securities.............................................10

Item 3 -- Defaults by the Company on its Senior Securities..................11

Item 4 -- Submission of Matter to a Vote of Security Holders................11

Item 5 -- Other Information.................................................11

Item 6 -- Exhibits..........................................................11

Signatures..................................................................12




<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                     September 30,       December 31,
                                                                                         2004                   2003
                                                                                  --------------------   --------------------
                                                                                      (Unaudited)
CURRENT ASSETS

<S>                                                                               <C>                    <C>
      Cash                                                                        $                59    $               957
                                                                                  --------------------   --------------------

          Total Current Assets                                                                     59                    957
                                                                                  --------------------   --------------------

PROPERTY AND EQUIPMENT (Net)                                                                        -                  1,211
                                                                                  --------------------   --------------------

OTHER ASSETS

      Receivable from affiliate, net                                                                -                      -
                                                                                  --------------------   --------------------

          Total Other Assets                                                                        -                      -
                                                                                  --------------------   --------------------

          TOTAL ASSETS                                                            $                59    $             2,168
                                                                                  ====================   ====================

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

      Accounts payable                                                            $           716,102    $           681,656
      Due to shareholders                                                                       8,946                  8,976
      Accrued expenses                                                                      1,556,205              1,324,771
      Notes payable                                                                           280,491                280,491
                                                                                  --------------------   --------------------

          Total Current Liabilities                                                         2,561,744              2,295,894
                                                                                  --------------------   --------------------

          Total Liabilities                                                                 2,561,744              2,295,894
                                                                                  --------------------   --------------------

STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock, 250,000,000 shares authorized of $0.001
       par value, 162,004,462 and 161,170,387 shares issued
       and outstanding, respectively                                                          162,004                161,170
      Additional paid-in capital                                                           15,817,222             15,801,375
      Deficit accumulated during the development stage                                    (18,540,911)           (18,256,271)
                                                                                  --------------------   --------------------

          Total Stockholders' Equity (Deficit)                                             (2,561,685)            (2,293,726)
                                                                                  --------------------   --------------------

          TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIT)                                                       $                59    $             2,168
                                                                                  ====================   ====================
</TABLE>



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

                                       1

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                From Inception
                                                         For the                           For the              on January 31,
                                                   Three Months Ended                 Nine Months Ended          1986 Through
                                                      September 30,                     September 30,            September 30,
                                             -------------------------------  ---------------------------------
                                                  2004            2003              2004             2003            2004
                                             ---------------- --------------  ----------------- --------------- ----------------
<S>                                          <C>              <C>             <C>               <C>             <C>
REVENUES                                     $             -  $           -   $              -  $            -  $       133,349
                                             ---------------- --------------  ----------------- --------------- ----------------

EXPENSES

     Cost of sales                                         -              -                  -               -          103,790
     Research and development                              -              -                  -               -        2,685,788
     General and administrative                       65,903        118,751            264,094         354,100       14,112,691
     Expense on extension of warrants                      -              -                  -               -        1,866,857
     Bad debt expense                                      -              -                  -               -           48,947
     Depreciation and amortization                         -            962              1,211           3,301           47,996
                                             ---------------- --------------  ----------------- --------------- ----------------

        Total Expenses                                65,903        119,713            265,305         357,401       18,866,069
                                             ---------------- --------------  ----------------- --------------- ----------------

        Loss from Operations                         (65,903)      (119,713)          (265,305)       (357,401)     (18,732,720)
                                             ---------------- --------------  ----------------- --------------- ----------------

OTHER INCOME (EXPENSES)

     Minority interest in loss                             -              -                  -               -           26,091
     Other income                                          -              -                  -               -           19,780
     Gain on sale of subsidiary                            -              -                  -               -          208,417
     Interest expense                                 (7,009)        (7,647)           (19,335)        (19,475)        (957,217)
                                             ---------------- --------------  ----------------- --------------- ----------------

        Total Other Income (Expenses)                 (7,009)        (7,647)           (19,335)        (19,475)        (702,929)
                                             ---------------- --------------  ----------------- --------------- ----------------

LOSS BEFORE EXTRAORDINARY ITEMS                      (72,912)      (127,360)          (284,640)       (376,876)     (19,435,649)
                                             ---------------- --------------  ----------------- --------------- ----------------

EXTRAORDINARY ITEMS

     Lawsuit settlement                                    -              -                  -               -          415,000
     Debt forgiveness                                      -              -                  -               -          479,738
                                             ---------------- --------------  ----------------- --------------- ----------------

        Total Extraordinary Items                          -              -                  -               -          894,738
                                             ---------------- --------------  ----------------- --------------- ----------------

NET LOSS                                     $       (72,912) $    (127,360)  $       (284,640) $     (376,876) $   (18,540,911)
                                             ================ ==============  ================= =============== ================

BASIC LOSS PER SHARE                         $         (0.00) $       (0.00)  $          (0.00) $        (0.00)
                                             ================ ==============  ================= ===============

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                       161,931,092   158,970,387         161,525,739    158,698,629
                                             ================ ==============  ================= ===============
</TABLE>



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

                                       2

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           From Inception
                                                                                                           on January 31,
                                                                       For the Nine Months Ended            1986 Through
                                                                    September 30,                           September 30,
                                                                ---------------------------------------
                                                                        2004                2003                2004
                                                                ---------------------  ----------------  --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                             <C>                    <C>               <C>
Net loss                                                        $           (284,640)  $      (376,876)  $       (18,540,911)
Adjustments to reconcile net loss to net cash
 used in operating activities:
     Depreciation and amortization                                             1,211             3,301                47,996
     Stock issued for services                                                     -             5,000             3,131,916
     Expense for extension of warrants below
      market value                                                                 -                 -             1,866,857
     Bad debt expense                                                              -                 -                48,947
     Minority interest in loss                                                     -                 -               (26,091)
     Loss on disposal of assets                                                    -                 -               693,752
     Gain on settlement of debt                                                    -                 -              (188,510)
     Gain on lawsuit settlement                                                    -                 -              (415,000)
Changes in assets and liabilities:
     (Increase) decrease in prepaid expenses
      and deposits                                                                 -                 -               (48,947)
     Increase in accounts payable                                             36,446            77,649             1,112,632
     Increase in accrued expenses                                            235,434           261,538             1,983,227
                                                                ---------------------  ----------------  --------------------

         Net Cash Used by Operating Activities                               (11,549)          (29,388)          (10,334,132)
                                                                ---------------------  ----------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Organization costs                                                            -                 -                (8,904)
     Purchase of fixed assets                                                      -                 -               (39,090)
                                                                ---------------------  ----------------  --------------------

         Net Cash Used by Investing Activities                                     -                 -               (47,994)
                                                                ---------------------  ----------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from lawsuit settlement                                              -                 -               415,000
     Principal payments on notes payable                                           -                 -              (192,774)
     Cash received from notes payable                                              -                 -             1,129,518
     Advances from shareholders                                                8,151             1,200                28,471
     Payment on shareholder advances                                               -            (5,057)               (6,057)
     Capital contributions                                                         -                 -               421,847
     Stock issuance costs                                                          -                 -              (105,312)
     Increase in minority interest                                                 -                 -                14,470
     Issuance of common stock for cash                                         2,500            33,250             8,677,022
                                                                ---------------------  ----------------  --------------------

         Net Cash Provided by Financing Activities                            10,651            29,393            10,382,185
                                                                ---------------------  ----------------  --------------------

NET INCREASE (DECREASE) IN CASH                                                 (898)                5                    59

CASH AT BEGINNING OF PERIOD                                                      957                72                     -
                                                                ---------------------  ----------------  --------------------

CASH AT END OF PERIOD                                           $                 59   $            77   $                59
                                                                =====================  ================  ====================
</TABLE>



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

                                       3

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           From Inception
                                                                                                           on January 31,
                                                                       For the Nine Months Ended            1986 Through
                                                                              September 30,                 September 30,
                                                                ---------------------------------------
                                                                        2004                2003                2004
                                                                ---------------------  ----------------  --------------------

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

<S>                                                             <C>                    <C>               <C>
         Interest                                               $                  -   $             -   $            26,483
         Income taxes                                           $                  -   $             -   $                 -

NON-CASH FINANCING ACTIVITIES

         Stock issued for services                              $                  -   $         5,000   $         3,131,916
         Stock issued for conversion of debt                    $             14,181   $        23,000   $         4,153,411
         Stock issued for license agreement and patent          $                  -   $             -   $           693,752
</TABLE>



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

                                       4
<PAGE>




                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004, and December 31, 2003

NOTE 1 -      BASIS OF PRESENTATION

              The financial information included herein is unaudited and has
              been prepared consistent with generally accepted accounting
              principles in the United States of America for interim financial
              information and with the instructions to Form 10-QSB and Item
              310(b) of Regulation S-B. Accordingly, these financial statements
              do not include all information and footnotes required by generally
              accepted accounting principles for complete financial statements.
              These statements should be read in conjunction with the audited
              financial statements and notes thereto included in the Company's
              annual report on Form 10-KSB for the year ended December 31, 2003.
              In the opinion of management, these financial statements contain
              all adjustments (consisting solely of normal recurring
              adjustments) which are, in the opinion of management, necessary
              for a fair statement of results for the interim period presented.

              The results of operations for the three months and nine months
              ended September 30, 2004 and 2003 are not necessarily indicative
              of the results to be expected for the full year.


NOTE 2 -      LOSS PER SHARE

              Following is information relative to the computation of basic and
              diluted loss per share for the three months and nine months ended
              September 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                   Three Months Ended
                                                                                          September  30,
                                                                                    2004                2003
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
              Net loss available to
               common shareholders                                          $       (72,912)    $         (127,360)
                                                                            ================    ==================

              Weighted average shares                                              161,931,092         158,970,387
               Effect of dilutive securities                                                 -                   -
                                                                            ------------------  ------------------

                                                                                   161,931,092         157,970,387
              Basic loss per share (based
               on weighted average
               shares)                                                      $            (0.00) $            (0.00)
                                                                            ==================  ==================
</TABLE>

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                     Nine Months Ended
                                                                                           September 30,
                                                                                    2004                2003
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
              Net loss available to
               common shareholders                                          $      (284,640)  $           (376,876)
                                                                            ================  ====================

              Weighted average shares                                              161,525,739         158,698,629
               Effect of dilutive securities                                                 -                   -
                                                                            ------------------  ------------------

                                                                                   161,525,739         158,698,629
              Basic loss per share (based
               on weighted average
               shares)                                                      $            (0.00) $            (0.00)
                                                                            ==================  ==================
</TABLE>

              Common stock equivalents, consisting of warrants and options, have
              not been included in the calculation as their effect is
              antidilutive for the periods presented.

                                       5

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004, and December 31, 2003


NOTE 3 -      GOING CONCERN

              The Company's consolidated financial statements are prepared using
              accounting principles generally accepted in the United States of
              America applicable to a going concern which contemplates the
              realization of assets and liquidation of liabilities in the normal
              course of business. The Company has incurred significant losses
              from its inception through September 30, 2004, which have resulted
              in an accumulated deficit of $18,540,911 at September 30, 2004.
              The Company does not have an established source of funds
              sufficient to cover its operating costs, has a working capital
              deficit of approximately $2,562,000, and has relied exclusively on
              debt and equity financing. Accordingly, there is substantial doubt
              about its ability to continue as a going concern.

              Continuation of the Company as a going concern is dependent upon
              obtaining additional capital, obtaining the requisite approvals
              from the Food and Drug Administration ("FDA") and/or the European
              Union for the marketing of ozone-related products and equipment,
              and ultimately, upon the Company's attaining profitable
              operations. The Company will 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. However, if the
              Company is unsuccessful in raising necessary capital, it will most
              likely be forced to cease operations.

              Because ozone-generation for the purposes of interfacing with
              blood and blood products is regarded as a new drug delivery
              system, the Company is precluded from selling or distributing its
              drug or the Company's proprietary technology (the "Medizone
              Technology") in the United States until after FDA approval has
              been granted. In order to obtain FDA approval, the Company will be
              required to submit a New Drug Application ("NDA") for review by
              the FDA and provide medical and scientific evidence sufficient to
              demonstrate that the drug and the Medizone Technology have been
              successfully used in pre-clinical studies followed by three phases
              of well-controlled clinical studies using human volunteer
              subjects. The FDA will not grant an NDA unless the application
              contains sufficient medical evidence and data to permit a body of
              qualified and experienced scientists to conclude that the new drug
              product is safe and effective for its recommended and proposed
              medical uses. Historically, the FDA has held a strong bias against
              treating humans with ozone, due largely to issues of safety.

              In order to initiate the first phase (i.e., Phase I) of human
              clinical trials required as part of an NDA, an applicant must
              submit to the FDA an application for an Investigational New Drug
              Exemption ("IND"), which contains adequate information to satisfy
              the FDA that human clinical trials can be conducted without
              exposing the volunteer human subjects to an unreasonable risk of
              illness or injury. The Company submitted an IND application
              (assigned to the Company by its former president) to the FDA on
              October 6, 1985, and requested FDA approval to commence human
              clinical trials using ozone-oxygen to inactivate HIV. The FDA
              deemed the IND application to be incomplete, and required the
              Company to conduct additional animal studies prior to commencing a
              large animal study and human trials. In September 1994, after not
              receiving responses to requests for information from the Company,
              the FDA inactivated the Company's IND. The Company has no present
              plans to commence a large animal study, which would require, as a
              precursor, additional small animal and laboratory work.
              Accordingly, there can be no assurance that the Company's IND
              application will ever be reopened. Until an NDA has been granted
              to the Company, it may not distribute ozone-generating devices in
              the United States, except to researchers who agree to follow FDA
              guidelines, and provided the devices are labeled as
              "Investigational Devices."





                                       6

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004, and December 31, 2003

NOTE 3 -  GOING CONCERN (Continued)

              Because ozone has been used to treat humans in Europe for at least
              30 years, the EU is more accepting of human clinical trials of
              ozone therapies being conducted than is the United States.
              Accordingly, management believes that the Company should pursue
              the option of conducting human clinical trials in Europe, using
              stringent protocols that will meet EU standards, with a view to
              utilizing the results of such trials in an effort to obtain EU
              approval, to market the product in Europe and to reopen the
              Company's FDA file. The Company estimates that 90% of its
              potential market is outside the United States.

              The management of the Company intends to seek additional funding
              which will be utilized to fund additional research and continue
              operations. The Company recognizes that if it is unable to raise
              additional capital, it may find it necessary to substantially
              reduce or cease operations.

              The ability of the Company to continue as a going concern is
              dependent on its ability to successfully accomplish the plan
              described in the preceding paragraphs and eventually attain
              profitable operations. The consolidated financial statements do
              not include any adjustments relating to the recoverability and
              classification of asset carrying amounts or the amount and
              classification of liabilities that might result from the outcome
              of these uncertainties.

NOTE 4 -      OUTSTANDING WARRANTS AND OPTIONS

              On February 23, 2004, and again on April 12, 2004, August 10, 2004
              and October 9, 2004, the Board of Directors of the Company agreed
              to extend the expiration date on certain outstanding warrants and
              options to purchase common stock. At September 30, 2004, the
              following warrants were outstanding:

<TABLE>
<CAPTION>
                                                                                              New Dates
               Warrants/Options                       Exercise Price                          of Expiration
              ----------------------               ---------------------                  ------------------------
<S>                          <C>                   <C>                                    <C>
                             750,000               $       0.20                           December 10, 2004
                             250,000               $       0.20                           December 10, 2004
                             400,000               $       0.15                           December 10, 2004
                             166,666               $       0.15                           December 10, 2004
                             555,555               $       0.18                           December 10, 2004
                             250,000               $       0.55                           December 10, 2004
                           1,000,000               $       0.10                           December 10, 2004
                             250,000               $       0.10                           December 10, 2004
                             400,000               $       0.05                           March 25, 2005
                             100,000               $       0.05                           April 9, 2005
                             165,000               $       0.05                           May 2, 2005
                             200,000               $       0.05                           November 9, 2005
                           2,000,000               $       0.40                           December 26, 2008
                             409,075               $       0.02                           June 21, 2006
                             125,000               $       0.02                           August 23, 2006
</TABLE>

              The Company estimates the fair value of each stock award or
              expiration extension at the grant date or extension date by using
              the Black-Scholes option pricing model pursuant to FASB Statement
              123, "Accounting for Stock-Based Compensation." Under the
              provisions of SFAS 123, no additional expense was recorded at
              February 23, 2004, April 12, 2004, August 10, 2004, or October 9,
              2004, under the Black-Scholes option pricing model for these
              warrant and option extensions.

NOTE 5 -      COMMITMENTS AND CONTINGENCIES

              The Company is subject to certain claims and lawsuits arising in
              the normal course of business. In the opinion of management,
              uninsured losses, if any, resulting from the ultimate resolution
              of these matters will not have a material effect on the Company's
              financial position, results of operations, or cash flows.


                                       7
<PAGE>



                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                         ( A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004, and December 31, 2003

NOTE 6 -      STOCK ISSUANCES

              During the nine months ended September 30, 2004, the Company
issued the following shares of common stock:

              - 100,000 shares to the Company's Chief Financial Officer valued
              at $0.02 per share in lieu of accrued wages totaling $2,000.

              - 100,000 shares to the Company's Chief Operating Officer valued
              at $0.02 per share in lieu of accrued wages totaling $2,000.

              - 100,000 shares to the Company's outside legal counsel valued at
              $0.02 per share in lieu of outstanding debt totaling $2,000.

              - 409,075 shares to a director of the Company valued at $0.02 per
              share in repayment of advances previously made to the Company
              totaling $8,181. The director also was granted 409,075 warrants to
              purchase additional shares of common stock at $0.02 per share
              through June 21, 2006.

              - 125,000 shares to a director of the Company for cash proceeds of
              $2,500 or $0.02 per share. The director also was granted 125,000
              warrants to purchase additional shares of common stock at $0.02
              per share through August 23, 2006.

              Each share issuance was valued at the market value of the
Company's common stock on the date of issuance.


                                       8

<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation


         The following discussion and analysis of financial condition or plan of
operation should be read in conjunction with the unaudited Condensed
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Quarterly Report on Form 10-QSB.


         Medizone International, Inc., a Nevada corporation ("Medizone"),
organized in 1986, is a development stage company. To date our principal
business has been limited to (i) seeking regulatory approval of a precise
mixture of ozone and oxygen called MEDIZONE(R) (sometimes referred to in this
report as the "Drug"), and our process of inactivating lipid enveloped viruses
for the intended purpose of decontaminating blood and blood products and
assisting in the treatment of certain diseases; and (ii) developing or acquiring
the related technology and equipment for the medical application of our
products, including our drug production and delivery system (the "Medizone
Technology").


         The Drug is intended to be used as a therapeutic drug in humans to
inactivate certain viruses, and thereby afford a treatment for certain viral
diseases including Human Immunodeficiency Virus (the AIDS-related virus),
Hepatitis B, Hepatitis C, Epstein-Barr, herpes, and cytomegalovirus, and to
decontaminate blood and blood products.


Results of Operations


         From its inception in January 1986, Medizone International has been a
development stage company primarily engaged in research into the medical uses of
ozone. We have not generated, and cannot predict when or if we will generate,
revenues or sufficient cash flow to fund our continuing operations. If we fail
to obtain additional funding, we will be forced to suspend or permanently cease
operations, and may need to seek protection under United States bankruptcy laws.


Three Months Ended September 30, 2004 and 2003


         There were no sales during the quarters ended September 30, 2004 or
2003. We made no expenditures for research and development during the quarters
ended September 30, 2004 and 2003. Since inception we have spent a total of
$2,685,788 for research and development.


         General and administrative expenses in the quarter ended September 30,
2004, were $65,903 compared to $118,751 during the same period in 2003. These
expenses include professional fees, payroll, insurance costs, and travel
expenses.


         Interest expense accrued during the three months ended September 30,
2004 and 2003, was $7,009 and $7,647, respectively.


Nine Months Ended September 30, 2004 and 2003


         There were no sales during the nine months ended September 30, 2004 or
2003. We made no expenditures for research and development during the nine
months ended September 30, 2004 and 2003. Since inception we have spent a total
of $2,685,788 for research and development.


         General and administrative expenses during the nine months ended
September 30, 2004, were $264,094 compared to $354,100 during the same period in
2003. The reduction in these expenses reflects the limited business conducted by
the Company during the period as efforts to obtain financing continued. These
expenses include professional fees, payroll, insurance costs, and travel
expenses.


         Interest expense accrued during the nine months ended September 30,
2004 and 2003, was $19,335 and $19,475, respectively.


Liquidity and Capital Resources


         At September 30, 2004, we had a working capital deficiency of
$2,561,685 and stockholders' deficit of $2,561,685. At December 31, 2003, we had
a working capital deficiency of $2,294,937 and stockholders' deficit of
$2,293,726.


         Net cash used in operating activities during the nine months ended
September 30, 2004, was $11,549. Cash of $10,651 was provided during the nine
months ended September 30, 2004 from shareholder/director advances and through
the sale of common stock. During the nine months ended September 30, 2003, there

                                       9

<PAGE>

was net cash used in operating activities of $29,388. Cash of $29,393 was
provided in the first nine months of 2003 primarily by the sale and issuance of
common stock.


         The Company continues to require additional funding to enable it to
operate and to fund research necessary to make appropriate regulatory
applications and continue operations. We expect that these funds will be
provided by the sale of our securities. Because we have no current significant
operations, have an operating loss, and are dependent on financing to continue
operations, our financial statements contain a going concern qualification. If
we are unable to raise additional capital, it will be necessary to cease
operations.


Forward-Looking Statements and Risks Affecting the Company


         The statements contained in this Report on Form 10-QSB that are not
purely historical are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act. These statements regard our expectations, hopes,
beliefs, anticipations, commitments, intentions and strategies regarding the
future. They may be identified by the use of the words or phrases "believes,"
"expects," "anticipates," "should," "plans," "estimates," and "potential," among
others. Forward-looking statements include, but are not limited to, statements
contained in Management's Discussion and Analysis of or Plan of Operation
regarding our financial performance, revenue and expense levels in the future
and the sufficiency of existing assets to fund future operations and capital
spending needs. Actual results could differ materially from the anticipated
results or other expectations expressed in such forward-looking statements for
the reasons detailed in our Annual Report on Form 10-KSB for the year ended
December 31, 2003 under the headings "Description of Business" and "Risk
Factors." The fact that some of the risk factors may be the same or similar to
past reports filed with the Securities and Exchange Commission means only that
the risks are present in multiple periods. We believe that many of the risks
detailed here and in our SEC filings are part of doing business in the industry
in which we operate and compete and will likely be present in all periods
reported. The fact that certain risks are endemic to the industry does not
lessen their significance. The forward-looking statements contained in this
report are made as of the date of this Report and we assume no obligation to
update them or to update the reasons why actual results could differ from those
projected in such forward-looking statements. Among others, risks and
uncertainties that may affect our business, financial condition, performance,
development, and results of operations include:

     o    Rigorous  government  scrutiny  and  regulation  of our  products  and
          planned products;

     o    Potential  effects of adverse  publicity  regarding  ozone and related
          technologies or industries;

     o    Failure to sustain or manage growth  including the failure to continue
          to develop new products; and

     o    The ability to obtain needed financing.


Item 3.    Controls and Procedures

         Our principal executive and principal financial officers have
participated with management in the evaluation of effectiveness of the controls
and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the
Exchange Act as of the end of the period covered by this report. Based on that
evaluation, our principal executive and principal financial officers believe
that our disclosure controls and procedures (as defined in Rule 13a-15(e) or
Rule 15d-15(e) under the Exchange Act) are effective as of the end of the period
covered by the report. There have been no changes in our internal controls that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting during the period covered by this
report.

                          Part II -- Other Information
Item 1.     Legal Proceedings

         Refer to the summaries of certain pending litigation against the
Company contained in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2003. There were no material developments during the quarter
ended September 30, 2004 relative to these pending matters.

Item 2.    Changes in Securities

              During the three months ended September 30, 2004, the Company
issued the following securities:

              - 125,000 shares of common stock to a director of the Company for
              cash proceeds of $2,500, or $0.02 per share. The director also was
              granted 125,000 warrants to purchase additional shares of common
              stock at $0.02 per share through August 23, 2006.

                                       10
<PAGE>

              In the above transaction, the securities were issued without
registration under the Securities Act of 1933, as amended, in reliance upon
exemptions from registration applicable to limited or non-public offers and
sales of securities. The offer and sale of securities in the Company's private
placement of its common stock were made in reliance on exemptions from the
registration requirements of the Securities Act afforded by Section 4(2) of the
Securities Act.

Item 3.     Defaults by the Company on its Senior Securities

None.

Item 4.      Submission of Matters to a Vote of Security Holders

None.

Item 5.      Other Information

None

Item 6.  Exhibits

(a)  Exhibits. The following exhibits are filed herewith pursuant to Rule 601 of
     Regulation S-B or are incorporated by reference to previous filings.

Exhibit #         Description

          2    Agreement and Plan of Reorganization dated March 12, 1986 (2)

          3.1  Articles of Incorporation of Company (2)

          3.2  Bylaws (2)

          3.3  Articles of Amendment to Company's Articles of Incorporation (3)

          10.1 Loan  agreement  with  Messrs.  McGrath and  Watrous  dated as of
               November 16, 1992 (4)

          10.2 Loan Agreements  between  Medizone and John Kells,  George Handel
               and John  Pealer,  executed as of June 11,  1993 (and  promissory
               notes) (4)

          10.3 Agreement for Sale and Purchase of Shares in Medizone New Zealand
               Limited  between  Richard G. Solomon and Medizone  International,
               Inc., dated June 22, 1995 (5)

          10.4 Shareholders'  Agreement relating to Medizone New Zealand Limited
               between   and  among   Solwin   Investments   Limited,   Medizone
               International,  Inc. and Medizone New Zealand Limited, dated June
               22, 1995 (5)

          10.5 Licensing Agreement between Medizone International, Inc. and MNZ,
               dated June 22, 1995 (5)

          10.6 Managing Agent Agreement between Medizone International, Inc. and
               Medizone New Zealand Limited, dated June 22, 1995 (5)

          10.7 Funding commitment letter from Groundell Trust (6)

          10.8 Letter re: change in certifying accountants (6)

          31.1 Certification  of President  and Chief  Executive  Officer  under
               Section 302 of Sarbanes-Oxley Act of 2002

          31.2 Certification  of Chief  Financial  Officer  under Section 302 of
               Sarbanes-Oxley Act of 2002

          32   Certification under Section 906 of Sarbanes-Oxley Act of 2002



     (1)  Incorporated  by reference to annual  report on form 10-K for the year
          ended December 31, 1998.

     (2)  Incorporated  by  reference  to  registration  statement  on Form S-18
          (Registration No. 2-93277-D), effective May 14, 1985.

     (3)  Incorporated by reference to annual report on Form 10-K for the period
          ended December 31, 1986.

     (4)  Incorporated by reference to annual report on Form 10-K for the period
          ended December 31, 1992.

     (5)  Incorporated  by reference to current  report on Form 8-K,  dated June
          22, 1995.

     (6)  Incorporated  by  reference  to annual  report on Form  10-KSB for the
          period ended December 31, 2001.



                                       11

<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                          MEDIZONE INTERNATIONAL, INC.
                          (Registrant)


                          /s/ Edwin G. Marshall
                          -----------------------------------------------------
                          Edwin G. Marshall, Chairman and Chief Executive
                          Officer (Principal Executive Officer)


                          /s/ Steve M. Hanni
                          -----------------------------------------------------
                          Steve M. Hanni, Chief Financial Officer
                         (Principal Accounting Officer)


November 18, 2004