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, 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)



At June 15, 2004, there were 161,170,387 shares of the issuer'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
                                 March 31, 2004


                                                                        Page
                                                                        Number


Part I -- Financial Information

Item 1 -- Financial Statements

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

           Consolidated Statements of Operations (Unaudited):
           For the Three Months Ended March 31, 2004 and 2003.................2

           Consolidated Statements of Cash Flow (Unaudited)
           For the Three Months Ended March 31, 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 6-- Exhibits and Reports on Form 8-K.....................................10





                                        i

<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,
                                                                                        2004                   2003
                                                                                 --------------------   --------------------
                                                                                     (Unaudited)
CURRENT ASSETS

<S>                                                                              <C>                    <C>
      Cash                                                                       $                66    $               957
                                                                                 --------------------   --------------------

          Total Current Assets                                                                    66                    957
                                                                                 --------------------   --------------------

PROPERTY AND EQUIPMENT (Net)                                                                     249                  1,211
                                                                                 --------------------   --------------------

OTHER ASSETS

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

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

          TOTAL ASSETS                                                           $               315    $             2,168
                                                                                 ====================   ====================

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

      Accounts payable                                                           $           692,451    $           681,656
      Due to shareholders                                                                     10,646                  8,976
      Accrued expenses                                                                     1,411,692              1,324,771
      Notes payable                                                                          280,491                280,491
                                                                                 --------------------   --------------------

          Total Current Liabilities                                                        2,395,280              2,295,894
                                                                                 --------------------   --------------------

          Total Liabilities                                                                2,395,280              2,295,894
                                                                                 --------------------   --------------------

STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock, 250,000,000 shares authorized of $0.001
       par value, 161,170,387 shares issued
       and outstanding                                                                       161,170                161,170
      Additional paid-in capital                                                          15,801,375             15,801,375
      Deficit accumulated during the development stage                                   (18,357,510)           (18,256,271)
                                                                                 --------------------   --------------------

          Total Stockholders' Equity (Deficit)                                            (2,394,965)            (2,293,726)
                                                                                 --------------------   --------------------

          TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIT)                                                      $               315    $             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                   on January 31,
                                                                          Three Months Ended               1986 Through
                                                                                March 31,                    March 31,
                                                                 -------------------------------------
                                                                       2004               2003                 2004
                                                                 ------------------ ------------------  --------------------

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

EXPENSES

      Cost of sales                                                              -                  -               103,790
      Research and development                                                   -                  -             2,685,788
      General and administrative                                            94,363             95,317            13,942,960
      Expense on extension of warrants                                           -                  -             1,866,857
      Bad debt expense                                                           -                  -                48,947
      Depreciation and amortization                                            962              1,187                47,747
                                                                 ------------------ ------------------  --------------------

          Total Expenses                                                    95,325             96,504            18,696,089
                                                                 ------------------ ------------------  --------------------

          Loss from Operations                                             (95,325)           (96,504)          (18,562,740)
                                                                 ------------------ ------------------  --------------------

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)             (943,796)
                                                                 ------------------ ------------------  --------------------

          Total Other Income (Expenses)                                     (5,914)            (5,914)             (689,508)
                                                                 ------------------ ------------------  --------------------

LOSS BEFORE EXTRAORDINARY ITEMS                                           (101,239)          (102,418)          (19,252,248)
                                                                 ------------------ ------------------  --------------------

EXTRAORDINARY ITEMS

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

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

NET LOSS                                                         $        (101,239) $        (102,418)  $       (18,357,510)
                                                                 ================== ==================  ====================

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

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                             161,170,387        157,772,054
                                                                 ================== ==================
</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,
                                                                 --------------------------------------
                                                                       2004                 2003                2004
                                                                 ------------------   -----------------  --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                              <C>                  <C>                <C>
Net loss                                                         $        (101,239)   $       (102,418)  $       (18,357,510)
Adjustments to reconcile net loss to net cash
 used in operating activities:
      Depreciation and amortization                                            962               1,187                47,747
      Stock issued for services                                                  -                   -             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 (decrease) in accounts payable                               10,795               7,723             1,086,981
      Increase (decrease) in accrued expenses                               86,921              77,232             1,834,714
                                                                 ------------------   -----------------  --------------------

          Net Cash Used by Operating Activities                             (2,561)            (16,276)          (10,325,144)
                                                                 ------------------   -----------------  --------------------

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                     -
      Proceeds from lawsuit settlement                                           -                   -               415,000
      Principal payments on notes payable                                        -                   -              (192,774)
      Cash received from notes payable                                           -                   -             1,129,518
      Advances from shareholders                                             1,670                   -                21,990
      Payment on shareholder advances                                            -              (4,057)               (6,057)
      Capital contributions                                                      -                   -               421,847
      Stock issuance costs                                                       -                   -              (105,312)
      Increase in minority interest                                              -                   -                14,470
      Issuance of common stock for cash                                          -              20,000             8,674,522
                                                                 ------------------   -----------------  --------------------

          Net Cash Provided by Financing Activities                          1,670              16,204            10,373,204
                                                                 ------------------   -----------------  --------------------

NET INCREASE (DECREASE) IN CASH                                               (891)                (72)                   66

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

CASH AT END OF PERIOD                                            $              66    $              -   $                66
                                                                 ==================   =================  ====================
</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,
                                                                 --------------------------------------
                                                                       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                              $               -    $              -   $         3,131,916
          Stock issued for conversion of debt                    $               -    $              -   $         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, 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 ended March 31,
                2004 and 2003 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, 2004
                and 2003:

<TABLE>
<CAPTION>
                                                                                                  For the
                                                                                            Three Months Ended
                                                                                                  March 31,
                                                                                             2004          2003
                                                                                         --------------  --------------
<S>                                                                                      <C>             <C>
                Net loss available to
                 common shareholders                                                     $   (101,239)   $    (102,418)
                                                                                         ==============  ==============

                Weighted average shares                                                   161,170,387      157,772,054
                 Effect of dilutive securities                                                     -                -
                                                                                                   -                -

                                                                                          161,170,387      157,772,054
                                                                                         ==============  ==============
                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
                      March 31, 2004 and December 31, 2003


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, 2004 which have resulted in an accumulated
                deficit of $18,357,510 at March 31, 2004. The Company does not
                have an established source of funds sufficient to cover its
                operating costs, has a working capital deficit of approximately
                $2,395,000, 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 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 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 in the next month, 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 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 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
                      March 31, 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 in the near future, 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, the Board of
                Directors of the Company agreed to extend the expiration date on
                certain outstanding warrants and options to purchase common
                stock. At March 31, 2004, the following warrants were
                outstanding:
                                                       New Dates
           Warrants/Options      Exercise Price      of Expiration
          -----------------     -----------------   -----------------

              750,000           $         0.20      August 10, 2004

              250,000           $         0.20      August 10, 2004

              400,000           $         0.15      August 10, 2004

              166,666           $         0.15      August 10, 2004

              555,555           $         0.18      August 10, 2004

              250,000           $         0.55      August 10, 2004

            1,000,000           $         0.10      August 10, 2004

              250,000           $         0.10      August 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

                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 or April 12, 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
                      March 31, 2004 and December 31, 2003

NOTE 6 -        SUBSEQUENT EVENT

     Subsequent to March 31, 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.

     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 and 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 within the next month or two, we will be forced to
suspend or permanently cease operations.

Three Months Ended March 31, 2004 and 2003

           There were no sales during the quarters ended March 31, 2004 or 2003.
We made no expenditures for research and development during the quarters ended
March 31, 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 March 31,
2004, were $94,363 compared to $95,317 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 March 31, 2004
and 2003, was $5,914 and $5,914, respectively.

Liquidity and Capital Resources

           At March 31, 2004, we had a working capital deficiency of $2,395,214
and stockholders' deficit of $2,394,965. 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 three months ended
March 31, 2004, was $2,561. Cash of $1,670 was provided during the three months
ended March 31, 2004 from shareholder advances. During the three months ended
March 31, 2003, there was net cash used in operating activities of $16,276. Cash
of $16,204 was provided in the first three 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 the appropriate regulatory
application 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 in the next month or two, it will be
necessary to cease operations.



                                        9

<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, 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:

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

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

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

     ;    The ability to obtain needed financing.

Item 3.    Controls and Procedures

           The Company's Management, with the participation of our Chief
Executive Officer and our Chief Financial Officer, have evaluated the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this
Report. Based upon their evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that the Company's disclosure controls
and procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect our internal
controls subsequent to the evaluation date.

                          Part II -- Other Information


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

<PAGE>


          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.


                                   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)


June 22, 2004





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