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 March 31, 2003

         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)



At May 9, 2003, there were 158,805,387 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
                                 March 31, 2003


                                                                          Page
                                                                          Number

Part I -- Financial Information


Item 1 -- Financial Statements


           Consolidated Balance Sheets:
         March 31, 2003 (Unaudited) and December 31, 2002.....................1

            Consolidated Statements of Operations (Unaudited):
         For the Three Months Ended March 31, 2003 and 2002...................2

        Consolidated Statements of Cash Flow (Unaudited)
         For the Three Months Ended March 31, 2003 and 2002...................3

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

Item 2--Management's Discussion and Analysis or Plan of Operation.............8

Item 3-- Controls and Procedures..............................................9


Part II -- Other Information


Item 1-- Legal Proceedings....................................................9

Item 2-- Changes in Securities and Use of Proceeds...........................10

Item 6-- Exhibits and Reports on Form 8-K....................................10





<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
ASSETS
                                                                                 March 31,           December 31,
                                                                                   2003                  2002
                                                                           ---------------------  --------------------
                                                                                (Unaudited)
CURRENT ASSETS
<S>                                                                             <C>                   <C>
 Cash                                                                           $            -        $           72
                                                                           -------------------------------------------
   Total Current Assets                                                                      -                    72
                                                                           -------------------------------------------
PROPERTY AND EQUIPMENT (Net)                                                             4,288                 5,475
                                                                           -------------------------------------------
OTHER ASSETS
Receivable from affiliate, net                                                               -                     -
                                                                           -------------------------------------------
   Total Other Assets                                                                        -                     -
                                                                           -------------------------------------------
   TOTAL ASSETS                                                                 $        4,288        $        5,547
                                                                           ===========================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Bank overdraft                                                                  $          261        $            -
 Accounts payable                                                                      606,458               598,735
 Advances from shareholders                                                              1,000                 5,057
 Accrued expenses                                                                    1,057,676               980,444
 Notes payable                                                                         280,491               303,491
                                                                           -------------------------------------------
   Total Current Liabilities                                                         1,945,886             1,887,727
                                                                           -------------------------------------------
   Total Liabilities                                                                 1,945,886             1,887,727
                                                                           -------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, 250,000,000 shares authorized of $0.001
  par value, 158,605,387 and 157,745,387 shares issued
  and outstanding, respectively                                                        158,605               157,745
 Additional paid-in capital                                                         15,735,690            15,693,550
 Deficit accumulated during the development stage                                  (17,835,893)          (17,733,475)
                                                                           -------------------------------------------
   Total Stockholders' Equity (Deficit)                                             (1,941,598)           (1,882,180)
                                                                           -------------------------------------------
   TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                                            $        4,288        $        5,547
                                                                           ===========================================
</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                   on January 31,
                                                                         Three Months Ended              1986 Through
                                                                             March 31,                     March 31,
                                                               --------------------------------------
                                                                      2003               2002                2003
                                                               ------------------------------------------------------------

<S>                                                             <C>                <C>                <C>
REVENUES                                                        $              -   $            -     $         133,349
                                                               ------------------------------------------------------------

EXPENSES

     Cost of sales                                                             -                -               103,790

     Research and development                                                  -           21,152             2,685,788

     General and administrative                                           95,317          120,221            13,450,771

     Expense on extension of warrants                                          -                -             1,866,857

     Bad debt expense                                                          -                -                48,947

     Depreciation and amortization                                         1,187            1,188                43,708
                                                               ------------------------------------------------------------
         Total Expenses                                                   96,504          142,561            18,199,861
                                                               ------------------------------------------------------------
         Loss from Operations                                            (96,504)        (142,561)          (18,066,512)
                                                               ------------------------------------------------------------

OTHER INCOME (EXPENSES)

     Minority interest in loss                                                                                   26,091
     Other income                                                                                                19,780
     Gain on sale of subsidiary                                                                                 208,417
     Interest expense                                                     (5,914)          (5,914)             (918,407)
                                                               ------------------------------------------------------------
         Total Other Income (Expenses)                                    (5,914)          (5,914)             (664,119)
                                                               ------------------------------------------------------------

LOSS BEFORE EXTRAORDINARY ITEMS                                         (102,418)        (148,475)          (18,730,631)
                                                               ------------------------------------------------------------

EXTRAORDINARY ITEMS

     Lawsuit settlement                                                        -                -               415,000
     Debt forgiveness                                                          -                -               479,738
                                                               ------------------------------------------------------------
         Total Extraordinary Items                                             -                -               894,738
                                                               ------------------------------------------------------------
NET LOSS                                                        $       (102,418)  $     (148,475)    $     (17,835,893)
                                                               ============================================================
BASIC LOSS PER SHARE                                            $          (0.00)  $        (0.00)
                                                               ======================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                                            158,226,943      155,404,686
                                                               ======================================
</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 Three Months Ended            1986 Through
                                                                              March 31,                      March 31,
                                                               --------------------------------------
                                                                      2003                2002                 2003
                                                               -----------------    -----------------   -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>                  <C>                 <C>
Net loss                                                        $      (102,418)     $      (148,475)    $     (17,835,893)
Adjustments to reconcile net loss to net cash
 used in operating activities:
     Depreciation and amortization                                        1,187                1,188                43,708
     Stock issued for services                                                -                    -             3,086,916
     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 (decrease) in accounts payable                             7,723                3,366             1,000,988
      Increase (decrease) in accrued expenses                            77,232               49,191             1,480,698
                                                             ------------------------  ----------------- -----------------------
         Net Cash Used by Operating Activities                          (16,276)             (94,730)          (10,292,575)
                                                             ------------------------  ----------------- -----------------------
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:
     Bank overdraft                                                         261                   (8)                  261
     Proceeds from lawsuit settlement                                         -                    -               415,000
     Principal payments on notes payable                                      -                    -              (192,774)
     Cash received from notes payable                                         -                    -             1,129,518
     Advances from shareholders                                               -                5,337                10,344
     Payment on shareholder advances                                     (4,057)                   -                (4,057)
     Capital contributions                                                    -                    -               421,847
     Stock issuance costs                                                     -                    -              (105,312)
     Increase in minority interest                                            -                    -                14,470
     Issuance of common stock for cash                                   20,000              100,000             8,651,272
                                                             ------------------------  ----------------- -----------------------
         Net Cash Provided by Financing Activities                       16,204              105,329            10,340,569
                                                             ------------------------  ----------------- -----------------------
NET INCREASE (DECREASE) IN CASH                                             (72)              10,599                     -
CASH AT BEGINNING OF PERIOD                                                  72                    -                     -
                                                             ------------------------  ----------------- -----------------------
CASH AT END OF PERIOD                                           $             -      $        10,599     $               -
                                                             ========================  ================= =======================
</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 Three Months Ended              1986 Through
                                                                           March 31,                        March 31,
                                                          -------------------------------------------
                                                                   2003                  2002                 2003
                                                          ----------------------   ------------------ --------------------

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

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

         Income taxes                                     $                  -     $              -   $                -

NON-CASH FINANCING ACTIVITIES

         Stock issued for services                        $                  -     $              -   $        3,086,916

         Stock issued for conversion of debt              $             23,000     $              -   $        4,139,230

         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
                      March 31, 2003 and December 31, 2002


NOTE 1 -      BASIS OF PRESENTATION

              The financial information included herein is unaudited and has
              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-KSB for the year ended December 31, 2002.
              In the opinion of management, these financial statements contain
              all adjustments (consisting solely of normal recurring
              adjustments) that 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 ended March 31,
              2003 and 2002 are not necessarily indicative of the results to be
              expected for the full year.

NOTE 2 -      LOSS PER SHARE

              Following is a reconciliation of the numerators of the basic and
              diluted loss per share for the three months ended March 31, 2003
              and 2002:

<TABLE>
<CAPTION>
                                                                                         For the
                                                                                   Three Months Ended
                                                                                          March 31,
                                                                                    2003                2002
                                                                            ------------------  ------------------
              Net loss available to
<S>                                                                         <C>                 <C>
               common shareholders                                          $       (102,418)   $        (148,475)
                                                                            =================   ==================

              Weighted average shares                                              158,226,943        155,404,686
              Effect of dilutive securities                                                  -                  -
                                                                            ------------------  ------------------
                                                                                   158,226,943        155,404,686
              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.

NOTE 3 -      GOING CONCERN

              The Company's consolidated financial statements are prepared using
              generally accepted accounting principles 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
              March 31, 2003, which have resulted in an accumulated deficit of
              $17,835,893 at March 31, 2003. The Company does have an
              established source of funds sufficient to cover its operating
              costs, has a working capital deficit of approximately $1,946,000,
              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 FDA and/or the EU 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


                                       5

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2003 and December 31, 2002

NOTE 3 - GOING CONCERN (Continued)

              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.

              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 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 has 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 it
              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 had been granted
              to the Company, it may not distribute ozone-generating devices,
              except to researchers who agree to follow FDA guidelines, and
              provided the devices are labeled as "Investigational Devices."

              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 a trial in an effort to obtain EU
              approval, to market the product in Europe and to reopen the
              Company's FDA file.

              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.


                                       6

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2003 and December 31, 2002

NOTE 4 - STOCK TRANSACTIONS

              During the three months ended March 31, 2003, the Company issued
              400,000 shares of common stock at $0.05 per share for total
              proceeds of $20,000. The Company also granted the investors
              warrants to purchase 400,000 shares of stock at $0.05 per share,
              exercisable over a two-year term. The market price of the common
              stock was $0.05 per share on the date of the issuance of the
              shares and grant of the warrants.

              Also during the three months ended March 31, 2003, the Company
              issued 460,000 shares of common stock at $0.05 per share in lieu
              of a note payable totaling $23,000.

              On February 5, 2003 and again on April 10, 2003, the Board of
              Directors of the Company agreed to extend the expiration date on
              certain outstanding warrants and options to purchase common stock
              as follows:
<TABLE>
<CAPTION>
                                                                                              New Dates
               Warrants/Options                       Exercise Price                          of Expiration
              ----------------------               ---------------------                  ------------------------
<S>                          <C>                   <C>                                    <C>
                             750,000               $       0.20                           July 10, 2003
                             250,000               $       0.20                           July 10, 2003
                             400,000               $       0.15                           July 10, 2003
                             166,666               $       0.15                           July 10, 2003
                             555,555               $       0.18                           July 10, 2003
                             250,000               $                0.55                  July 10, 2003

              The following warrants were also outstanding as of March 31, 2003:

                    Warrants                          Exercise Price                        Expiration Date
              ----------------------               ---------------------                  ------------------------
                           1,000,000               $       0.10                           March 25, 2004
                             250,000               $       0.10                           May 22, 2004
</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 5, 2003 or April 10, 2003 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.

NOTE 6-      SUBSEQUENT EVENTS

              Subsequent to March 31, 2003, the Company issued 265,000 shares of
              common stock to a director at $0.05 per share for cash of $13,250.
              The Company also issued 100,000 shares of common stock to an
              officer for services rendered valued at $5,000.


                                       7

<PAGE>



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


         The following discussion and analysis of financial condition and
results of operations 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.


Three Months Ended March 31, 2003 and 2002


         There were no sales during the quarters ended March 31, 2003 or 2002.
We made no expenditures for research and development in the first quarter of
2003, compared to research and development expenditures of $21,152 during the
first quarter of 2002. Since inception we have spent a total of $2,685,788 for
research and development.


         General and administrative expenses in the first quarter of 2003 were
$95,317 compared to $120,221 during the first quarter of 2002. These expenses
include professional fees, payroll, insurance costs and travel expenses.


         Interest expense accrued during the three months ended March 31, 2003
and during the three months ended March 31, 2002 was $5,914.


Liquidity and Capital Resources


         At March 31, 2003, we had a working capital deficiency of $1,945,886
and stockholders' deficit of $1,941,598. At December 31, 2002, we had a working
capital deficiency of $1,887,655 and stockholders' deficit of $1,882,180.


         Net cash used in operating activities during the quarter ended March
31, 2003 was $16,276. Cash of $16,204 was provided during the first quarter of
2003 primarily from the sale and issuance of common stock. During the three
months ended March 31, 2002, there was net cash used in operating activities of
$94,730. Cash of $105,329 was provided in the first three months of 2002 by the
sale and issuance of common stock. Subsequent to the end of the quarter covered
by this report, the Company sold 165,000 shares of common stock to a director of
the Company for proceeds to the Company of $8,250.


         The Company continues to require additional funding to enable it to
operate and to fund research necessary to make the appropriate regulatory
application and continue operations. We expect that these funds will be provided
by the sale of our securities. We recognize that, if we are unable to raise
additional capital, we may find it necessary to substantially reduce, or cease
operations.


                                       8

<PAGE>



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, 2002 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 the 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


         Within 90 days prior to the date of filing this report, an evaluation
was performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rule 13a-14(c) of the Exchange Act).
Based on and as of the time of such evaluation, the Company's management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that the Company's disclosure controls and procedures were effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's reports
filed or submitted by it under the Exchange Act. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the time of such
evaluation.


                          Part II -- Other Information


Item 1.   Legal Proceedings


         The following developments occurred in litigation involving the Company
since the date of the Company's last report filed with the Securities and
Exchange Commission.


         Killian vs. Medizone International, Inc., (Civil No. C014525, in the
United States District Court, Northern District of California). This lawsuit was
settled on April 25, 2003. In connection  with the  settlement,  the Company and
Dr. Marshall,  its Chief Operating Officer,  will receive a full release.  Under
the terms of the settlement  agreement,  the Company paid the plaintiffs  $1,000
and agreed to post a statement on the  Company's  website as follows:  "Medizone
International  has  recently  learned  that some of the  credentials  claimed by
William Hitt, a former director of Medizone, may not be accurate.  Medizone does
not endorse William Hitt or the William Hitt Center."


                                       9

<PAGE>


Item 2. Changes in Securities and Use of Proceeds


         During the three months ended March 31, 2003, the Company sold 400,000
shares of common stock to a director and his son-in-law at $0.05 per share, for
gross proceeds of $20,000. We also granted these investors warrants to purchase
400,000 shares of stock at $0.05 per share, exercisable over a two-year term.
Also during the three months ended March 31, 2003, the Company issued 460,000
shares of common stock at $0.05 per share in lieu of a note payable totaling
$23,000. On April 11, 2003, we sold 100,000 shares to a director for $5,000 and
granted the director a warrant to purchase 100,000 shares of common stock at
$0.05 per share, exercisable over a two-year period. Also on April 11, 2003, we
issued 100,000 shares of common stock to an officer for services rendered valued
at $5,000. On May 2, 2003, we sold 165,000 shares to a director for $8,250 and
granted the director a warrant to purchase 165,000 shares of common stock at
$0.05 per share, exercisable over a two-year term.


         The shares in these transactions were sold without registration under
the Securities Act of 1933, as amended, in reliance upon an exemption under the
Securities Act for private sales of securities by issuers to accredited persons.
The purchasers were accredited investors as that term is defined by Regulation D
and related rules promulgated under the Securities Act by the Securities and
Exchange Commission. The shares are restricted shares, meaning that they may not
be resold or distributed by the holders in the absence of an effective
registration statement or an exemption from registration under the Securities
Act.


Item 6.  Exhibits and Reports on Form 8-K

(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)
         99.1              Certifications of Edwin G. Marshall, President and
                           CEO and Steve M. Hanni CFO, pursuant to Section 906
                           of The Sarbanes-Oxley Act Of 2002 (filed herewith).



         (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.

(b) Reports on Form 8-K. No current reports on Form 8-K were filed during the
three months ended March 31, 2003.



                                       10

<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)


May 15, 2003





<PAGE>



                                 CERTIFICATIONS




I, Edwin G. Marshall certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Medizone
         nternational, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue  statement of a material  fact or omit to state a material fact
         necessary to make the statements  made, in light of the  circumstances
         under which such  statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information  included in this quarterly  report,  fairly present in all
         material respects the financial  condition,  results of operations and
         cash flows of the registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
         establishing  and maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
         and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation,  to the registrant's auditors and
         the audit  committee of  registrant's  board of directors  (or persons
         performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b)       any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly  affect
         internal   controls   subsequent  to  the  date  of  our  most  recent
         evaluation,   including   any   corrective   actions  with  regard  to
         significant deficiencies and material weaknesses.

Date: May 15, 2003

                                      /s/ Edwin G. Marshall
                                    -----------------------------------
                                    Edwin G. Marshall
                                    President and Chief Executive Officer




                                       12


<PAGE>


I, Steve M. Hanni certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Medizone
         International, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this quarterly report;

 4.      The registrant's other certifying officers and I are responsible for
         establishing  and maintaining  disclosure  controls and procedures (as
         defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
         and have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation,  to the registrant's auditors and
         the audit  committee of  registrant's  board of directors  (or persons
         performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly  affect
         internal   controls   subsequent  to  the  date  of  our  most  recent
         evaluation,   including   any   corrective   actions  with  regard  to
         significant deficiencies and material weaknesses.


Date: May 15, 2003

                                      /s/ Steve M. Hanni
                                     -------------------------------
                                     Steve M. Hanni
                                     Chief Financial Officer




                                       13