U.S. 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 JUNE 30, 1999

__       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE TRANITION 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                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 15, 1999,  there were 149,173,656  shares of the  registrant's  common
stock issued and outstanding.

Transitional Small Business Disclosure Format
(Check one):
Yes __ No   X
          ---


                                        1
<PAGE>


                          MEDIZONE INTERNATIONAL, INC.

                                   FORM 10-QSB

                                      INDEX

                                  June 30, 1999

                                                                          Page
                                                                          Number

Part I - Financial Information

Item 1 - Financial Statements

         Consolidated Balance Sheet:
         -June 30, 1999 and December 31, 1998..................................3

         Consolidated Statement of Operations:
         -For the Three Months and Six Months
          Ended June 30, 1999 and 1998.........................................4

         Consolidated Statement of Cash Flows
         -For the Six Months Ended

         June 30, 1999 and 1998................................................5

         Notes to Consolidated Financial Statements............................6

Item 2 - Management's Discussion and Analysis or Plan of Operation.............7

Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K .....................................9




                                        2
<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                       June 30, 1999 and December 31, 1998




                                                           ASSETS
<TABLE>
<CAPTION>

                                                                       June 30,            December 31,
                                                                         1999                  1998
                                                                  -------------------   -------------------
CURRENT ASSETS                                                       (Unaudited)
<S>                                                               <C>                   <C>
    Cash and cash equivalents                                     $                94   $             7,643
                                                                  -------------------   -------------------
        Total Current Assets                                                       94                 7,643
                                                                  -------------------   -------------------

PROPERTY AND EQUIPMENT, net                                                     6,640                 7,612
                                                                  -------------------   -------------------

                                                                  $             6,734   $            15,255
                                                                  ===================   ===================
</TABLE>

                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

CURRENT LIABILITIES
<S>                                                               <C>                   <C>
    Accounts payable                                              $           486,394   $           470,132
    Accrued liabilities                                                       300,825               288,606
    Current portion of long-term obligations                                  280,491               280,491
                                                                  -------------------   -------------------
        Total Current Liabilities                                           1,067,710             1,039,229
                                                                  -------------------   -------------------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock                                                              149,149               148,926
    Additional paid-in capital                                             12,562,872            12,547,539
    Deficit accumulated the development stage                             (13,772,997)          (13,720,439)
                                                                  -------------------   -------------------
        Total Stockholders' Equity (Deficit)                               (1,060,976)           (1,023,974)
                                                                  -------------------   -------------------

                                                                  $             6,734   $            15,255
                                                                  ===================   ===================
</TABLE>



                             See accompanying notes.


                                        3
<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                      Three          Three          Six           Six
                                                      Months        Months         Months        Months
                                                      Ended          Ended         Ended         Ended
                                                     6/30/99        6/30/98       6/30/99       6/30/98
                                                   ------------- -------------- ------------- -------------

<S>                                                <C>           <C>            <C>           <C>
           REVENUE                                 $           - $            - $           - $           -
           COST OF SALES                                       -              -             -             -
                                                   ------------- -------------- ------------- -------------
              Gross Profit                                     -              -             -             -
                                                   ------------- -------------- ------------- -------------

           COSTS AND EXPENSES
              Research and development                         -            159             -         8,209
              General and administrative                  13,857         75,508        41,338       238,201
                                                   ------------- -------------- ------------- -------------
                 Total Costs and Expenses                 13,857         75,667        41,338       246,410
                                                   ------------- -------------- ------------- -------------

           LOSS BEFORE OTHER INCOME (EXPENSE)            (13,857)       (75,667)      (41,338)     (246,410)
                                                   ------------- -------------- ------------- -------------

           OTHER INCOME (EXPENSE)
              Interest expense                            (5,610)        (6,608)      (11,220)      (13,439)
              Gain on sale of subsidiary                       -        133,417             -       133,417
              Interest income                                  -             16             -           420
                                                                                ------------- -------------
                                                   ------------- -------------- ------------- -------------
                 Total Other Income (Expense) - net       (5,610)       126,825       (11,220)      120,398
                                                   ------------- -------------- ------------- -------------

           LOSS BEFORE INCOME TAXES                      (19,467)        51,158       (52,558)     (126,012)

           INCOME TAX BENEFIT (PROVISION)                      -              -             -             -
                                                   ------------- -------------- ------------- -------------

           NET INCOME (LOSS)                       $     (19,467)$       51,158 $     (52,558)$    (126,012)
                                                   ============= ============== ============= =============

           NET INCOME (LOSS) PER COMMON
              SHARE
              Basic                                $       (0.00)$         0.00 $       (0.00)$       (0.00)
                                                   ============= ============== ============= =============

              Diluted                              $       (0.00)$         0.00 $       (0.00)$       (0.00)
                                                   ============= ============== ============= =============

           AVERAGE COMMON AND EQUIVALENT
              SHARES
              Basic                                  149,148,656    144,324,000   149,111,619   140,606,000
                                                   ============= ============== ============= =============

              Diluted                                149,148,656    144,324,000   149,111,619   140,606,000
                                                   ============= ============== ============= =============
</TABLE>



                             See accompanying notes.

                                        4

<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                 For the Six Months Ended June 30, 1999 and 1998


<TABLE>
<CAPTION>
                                                                   June 30,            June 30,
                                                                     1999                1998
                                                               -----------------   ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>                 <C>
     Net income (loss)                                         $         (52,558)  $         (126,012)
     Adjustments to reconcile net income (loss) to net
             cash provided by operating activities
         Depreciation and amortization                                       972                1,508
         Issuance of stock for interest                                        -                3,238
     Change in operating assets and liablilites
         Prepaid expenses and deposits                                         -                9,154
         Other assets                                                          -              (20,333)
         Accounts payable and other liabilities                           28,481               21,076
                                                               -----------------   ------------------
                                                                         (23,105)            (111,369)
                                                               -----------------   ------------------

CASH FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                                     -                   55
                                                               -----------------   ------------------
                                                                               -                   55
                                                               -----------------   ------------------

CASH FROM FINANCING ACTIVITIES
     Payments on notes payable                                                 -               (3,624)
     Proceeds from issuance of common stock                               15,556               60,000
                                                               -----------------   ------------------
                                                                          15,556               56,376
                                                               -----------------   ------------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                   (7,549)             (54,938)

CASH AND CASH EQUIVALENTS
     Beginning of period                                                   7,643              138,173
                                                               -----------------   ------------------
     End of period                                             $              94   $           83,235
                                                               =================   ==================

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the period for:
         Interest                                              $               -   $                -
                                                               =================   ==================
         Income taxes                                          $               -   $                -
                                                               =================   ==================

NON-CASH INVESTING AND FINANCING
     ACTIVITIES
     Issuance of common stock for interest                     $               -   $            3,238
                                                               =================   ==================
     Issuance of common stock for cancellation of note
         payable                                               $               -   $           40,000
                                                               =================   ==================
</TABLE>


                             See accompanying notes.


                                        5

<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY

                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 - Basis of Presentation

         The financial  information  included  herein is unaudited and have been
prepared  consistent with generally accepted  accounting  principles 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-K for the year ended  December 31, 1998.
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-month  and six-month  periods ended June
30, 1999 and 1998 are not  necessarily  indicative of the results to be expected
for the full year.

2 - Income (Loss) Per Share

Following is a reconciliation  of the numerators of the basic and diluted income
(loss) per share for the three and six months ended June 30, 1999 and 1998:


<TABLE>
<CAPTION>
                                                     Three          Three          Six           Six
                                                      Months        Months         Months        Months
                                                      Ended          Ended         Ended         Ended
                                                     6/30/99        6/30/98       6/30/99       6/30/98
                                                   ------------- -------------- ------------- -------------
<S>                                                <C>             <C>          <C>          <C>
Net  income (loss) available to common
 shareholders                                      $     (19,467)$       51,158 $     (52,558)$    (126,012)
                                                   ============= ============== ============= =============

Weighted average shares                              149,148,656    144,324,000   149,111,619   140,606,000
Effect of dilutive securities                                  -              -             -             -
                                                   ------------- -------------- ------------- -------------

                                                     149,148,656    144,324,000   149,111,619   140,606,000
                                                   ============= ============== ============= =============

Basic income (loss) per share (based on
weighted average shares)                           $       (0.00)$         0.00 $       (0.00)$       (0.00)
                                                   ============= ============== ============= =============

Diluted income (loss) per share                    $       (0.00)$         0.00 $       (0.00)$       (0.00)
                                                   ============= ============== ============= =============
</TABLE>


                                        6
<PAGE>



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

         The  following  discussion  and  analysis  of the  Company's  financial
condition  and  results of  operations  should be read in  conjunction  with the
unaudited   Consolidated   Financial  Statements  and  Notes  thereto  appearing
elsewhere in this Quarterly Report on Form 10-QSB.

         The  Company  is a  development  stage  company,  primarily  engaged in
research  and  development  of ozone based  treatment  for  diseases  and health
problems caused by lipid enveloped  viruses,  including,  for example,  Acquired
Immune Deficiency  Syndrome (AIDS),  Hepatitis B, Hepatitis C and Herpes, and in
the development of technology for the  decontamination  of blood, blood products
and veterinarian serum products. The Company is also pursuing the development of
external applications of its technology for medical purposes.

         The Company has not  generated,  and cannot  predict when or if it will
generate,  significant  revenues or sufficient  cash flow to fund its continuing
operations.  It has funded its operations to date primarily  through the sale of
its  securities.  The  technology and its uses are subject to regulations of the
U.S.  Food and Drug  Administration  ("FDA")  and its  counterparts  in  foreign
countries.  The  Company  does not  intend to sell  equipment  or  supplies  for
ozone-generating purposes until it receives required government approvals.

         Testing and trials can be  conducted  on a limited  basis for  research
purposes and to establish  efficacy of machines  and  applications,  in order to
support applications for government approvals.  In November of 1997, Dr. Sunnen,
the Director of Research  (who later was  appointed  president of the Company on
April  15,  1998) was  instrumental  in  establishing  a  protocol  for Phase II
research to be performed at several leading Italian university research facility
under the auspices of the European Union. It has now been  determined,  based on
information  regarding the low toxicity levels demonstrated in earlier research,
that European Union health  authorities will accept  completion of a small-scale
Phase I clinical  study with 8-10 patients prior to starting the Phase II trial.
The Company is currently  preparing  submission  papers for a study  designed to
meet this criteria. It is anticipated that this trial will be approved in a Tier
I country during the first quarter of 1999.

         The Company  also has recently  conducted  trial  treatment  studies on
eight patients  infected with Hepatitis C. This study was conducted  through the
guidance of Dr. William Hitt, a member of the Company's board of directors.  The
tests indicated significant  reductions in enzyme levels as measured by SGOT and
SGPT  standard  test  procedures  of the  patients  participating  in the study.
Enrollment  has  begun  for a new  10-12  patients  study of  Hepatitis  C, with
clinical data analyzed by an  independent  facility in Los Angeles,  California.
Testing will be conducted  prior to,  during and  following  the  completion  of
treatment and a six-week convalescence follow-up.

         The Company has recently  filed a patent  application  for the external
applications of ozone for medical purposes.  Problems that might be addressed by
such uses would include treatment of severe burns,  infections of ulcerations of
the skin (such as those that might be caused by advanced  stages of diabetes) or
other wounds.  In connection with this use of ozone,  the Company filed a patent
application,  no.  09/126,504,  External  Use  of  Ozone/Oxygen  for  Pathogenic
Conditions,  with the US Patent and Trademark  Office on July 30, 1998.  Foreign
applications  based on this  application  have also been made. In addition,  the
Company owns patents covering its ozone decontamination  technology filed in the
United States (no.  4,632,980,  December 30, 1986 and no. 5,052,382,  October 1,
1991), and related patents granted in several foreign  countries.  These patents
form the basis for the Company's technology used in the studies described above.

         The  Company  has  also  been  active  in  pursuing  veterinary  trials
investigating  the  effectiveness  of ozone in  deactivation of viruses in serum
products.  The Phase I trial on healthy serum  products was concluded in October
1998 and was deemed successful by the Company's researchers.  Dr. Sunnen expects
that a Phase II trial  should  also be  successful  based on the  results of the
first round.  The Phase II trial commenced in November and will  investigate the
deactivation rates of seven different viruses and is expected to be completed in
12 to 18 months.  If the results are  satisfactory,  the  Company  believes  its
technology  can be used in the  veterinary  medicine field to form the basis for
the creation of a line of safer and more effective vaccines.

         There is no  assurance  that the results of such tests and studies will
be favorable to the Company or that  regulatory  approval will be received based
on such results.

                                        7
<PAGE>


Results of Operations

General

         From its inception  (January 1986),  the Company has been a development
stage company  primarily engaged in research into the medical uses of ozone. The
Company  has not  generated,  and cannot  predict  when or if it will  generate,
revenues or sufficient cash flow to fund its continuing operations.

Three  Months  Ended June 30, 1999  compared to the Three  Months Ended June 30,
1998:

         There were no sales  during the  quarters  ended June 30, 1999 or 1998.
During the three  months  ended June 30,  1998,  the  Company  had  revenues  of
$133,417 from the sale of a  subsidiary.  During the three months ended June 30,
1999, the Company made no expenditures for research and development, compared to
$159 during the same period in 1998. General and administrative  expenses in the
second  quarter of 1999 were  $13,857,  compared  to  $75,508  during the second
quarter of 1998. These expenses included  professional fees, payroll,  insurance
costs and travel expenses.

         Interest  expense  accrued  during the three months ended June 30, 1999
was $5,610, compared to $6,608 in the three months ended June 30, 1998.

Six Months Ended June 30, 1999 compared to the Six Months Ended June 30, 1998:

         There were no sales during the six months ending June 30, 1999 or 1998.
During the second  quarter  ending June 30,  1998,  the Company had  revenues of
$133,417  from the sale of a  subsidiary.  During the six months  ended June 30,
1999, the Company made no expenditures for research and development, compared to
$8,209 during the same period in 1998.  General and  administrative  expenses in
the six months  ended June 30, 1999  decreased  to $41,338  compared to $238,201
during the six months ended June 30, 1998. These expenses included  professional
fees, payroll, insurance costs and travel expenses.

         Interest  expense accrued during the six months ended June 30, 1999 was
$11,220 compared to $13,439 for the six months ended June 30, 1998.

Liquidity and Capital Resources

         At June 30,  1999,  the Company  had a working  capital  deficiency  of
$1,067,616 and  stockholders'  deficit of $1,060,976.  At December 31, 1998, the
Company had a working capital deficiency of $1,031,586 and stockholders' deficit
of $1,023,974.

         Net cash used in  operating  activities  was $23,105 for the six months
ended June 30, 1999. During the six months ended June 30, 1998, the Company used
$111,369 in operating activities.  Cash of $15,556 was provided in the first six
months of 1999 by the sale of the  Company's  securities.  During  the first six
months of 1998,  $133,417 was provided from the sale of stock in a subsidiary of
the Company and $60,000 was provided by the sale of the Company's securities.

         The Company will continue to require additional funding to enable it to
fund  research  necessary to make the  appropriate  regulatory  application  and
continue  operations.  It is expected  that these funds will be generated by the
sale of the Company's securities.

         The Company has developed a strategy,  which it believes will enable it
to fund requisite research  necessary to gain regulatory  approvals and continue
operations. This strategy depends upon the sale of the Company's common stock or
other  securities  to  certain  accredited  investors.   The  Company  has  also
structured and recently  implemented a cohesive  scientific plan  encompassing a
number of research initiatives,  which it believes may enable it to successfully
achieve its primary  goals.  Those goals include the  submission of  appropriate
research  data to the FDA Center for Drugs and Biologics for the approval of its
blood decontamination process and to the FDA Division of Antiviral Drug Products
for approval of Phase I human  clinical  trial status for the  treatment of AIDS
and Hepatitis.

                                        8
<PAGE>

There can  be  no  assurance  that either the funding strategy or the scientific
plan will  be  successful.  Failure  to  obtain  requisite  funding would have a
materially adverse effect on the Company and its financial condition.

         The  Company  recognizes  that,  if it is  unable  to raise  additional
capital, it may find it necessary to substantially reduce, or 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  the  Company's  expectations,  hopes,
beliefs,  anticipations,  commitments,  intentions and strategies  regarding the
future.  They  may be  identified  by the  use  of  words  or  phrases  such  as
"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
Financial Condition and Results of Operations  regarding the Company's financial
performance, revenue and expense levels in the future and the sufficiency of its
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 the Company's Annual Report on Form 10-K for the year ended December
31, 1998 under the headings  "Description  of Business" and "Risk  Factors." The
fact that some of the risk  factors may be the same or similar to the  Company's
past reports filed with the Securities and Exchange  Commission  means only that
the risks are present in multiple periods. The Company believes that many of the
risks  detailed here and in the Company's SEC filings are part of doing business
in the  industry in which the Company  operates  and competes 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 the Company
assumes 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  the  business,  financial
condition,  performance,  development  and results of  operations of the Company
include:

 . rigorous  government  scrutiny and  regulation  of the products and planned
products of the Company;
 . potential effects of adverse  publicity  regarding ozone and  related
technologies  or  industries;
 . failure of the Company to sustain or manage growth including the failure to
continue to develop new products; and
 . the ability of the Company to obtain financing required to pursue its business
 plan.

                           Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.               Description

                  27                        Financial Data Schedule

                                        9
<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)

Date:   February 7, 2000
                                                /s/ Edwin G. Marshall
                                                --------------------------------
                                                Edwin G. Marshall, Chairman and
                                                Chief Executive Officer
                                                (Principal Executive Officer)


Date:   February 7, 2000
                                                /s/ Kevin R. Andersen
                                                --------------------------------
                                                Kevin R. Andersen, Chief
                                                Financial Officer
                                                (Principal Accounting Officer)



February 4, 2000