UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549  FORM 10-Q/A Amendment No. 1 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ________ For the quarterly period ended March 31, 2009 Or  TRANSITION REPORT PURSUANT TO 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 registrant as specified in its charter) Nevada 87-0412648 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)  144 Buena Vista P.O. Box 742 Stinson Beach, CA 94970 (Address of principal executive offices, Zip Code)  (415) 868-0300 (Registrants telephone number, including area code)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]    No [  ]  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]    No [  ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ]    No [X]  At April 30, 2009, there were 206,926,129 shares of the issuers common stock issued and outstanding.  This amendment to Form 10-Q for the quarter ended March 31, 2009 is to reflect revisions to historical financial information.  For recent developments and additional information, please refer to the Companys recently filed Form 10-Q for the period ended June 30, 2009.  i   MEDIZONE INTERNATIONAL, INC. FORM 10-Q   INDEX March 31, 2009   Page Number  Part I  Financial Information  Item 1  Financial Statements  Consolidated Balance Sheets: March 31, 2009 (Unaudited) and December 31, 2008 1  Consolidated Statements of Operations (Unaudited): For the Three Months Ended March 31, 2009 and 2008 (Restated) 2  Consolidated Statements of Cash Flow (Unaudited) For the Three Months Ended March 31, 2009 and 2008 (Restated) 3  Notes to the Restated Consolidated Financial Statements 5  Item 2  Management's Discussion and Analysis of Financial Condition and Results of Operations 11  Item 3  Quantitative and Qualitative Disclosures About Market Risk 15  Item 4  Controls and Procedures 15  Part II  Other Information Item 1  Legal Proceedings 16  Item 2  Unregistered Sales of Equity Securities and Use of Proceeds 16  Item 5  Other Information 16  Item 6  Exhibits 16  Signatures 16                 ii   PART I - FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS  The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of our financial position, results of operations, cash flows, and stockholders' equity (deficit) in conformity with generally accepted accounting principles.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  Our unaudited balance sheet at March 31, 2009 and our audited balance sheet at December 31, 2008; the related restated unaudited statements of operations for the three month periods ended March 31, 2009 and 2008; and the related restated unaudited statements of cash flows for the three month periods ended March 31, 2009 and 2008, are attached hereto.     iii


MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES(A Development Stage Company)Consolidated Balance SheetsASSETSMarch 31,December 31,20092008(Unaudited)CURRENT ASSETSCash$37,670$12,272Deferred consulting fees22,50072,000Total Current Assets60,17084,272PROPERTY AND EQUIPMENT (Net)3,2593,597OTHER ASSETSTrademark, net489-Loan receivable  related party, net--Total Other Assets489-TOTAL ASSETS$63,918$87,869LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable$695,716$758,378Due to shareholders7,0007,000Accrued expenses2,465,0042,432,474Notes payable280,491280,491Total Current Liabilities3,448,2113,478,343CONTINGENT LIABILITIES224,852224,852Total Liabilities3,673,0633,703,195STOCKHOLDERS' EQUITY (DEFICIT)Common stock, 250,000,000 shares authorized of $0.001par value, 206,592,796 and 199,926,128 shares issuedand outstanding, respectively206,593199,926Additional paid-in capital16,978,23416,754,988Deficit accumulated during the development stage(20,793,972)(20,570,240)Total Stockholders' Equity (Deficit)(3,609,145)(3,615,326)TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)$63,918$87,869    The accompanying notes are an integral part of these consolidated financial statements.


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MEDIZONE INTERNATIONAL, INC., AND SUBSIDIARIES(A Development Stage Company)Consolidated Statements of Operations(Unaudited)From InceptionFor theon January 31,Three Months Ended1986 ThroughMarch 31,March 31,200920082009(Restated)(Restated)REVENUES$                     -$                    -$              133,349EXPENSESCost of sales--103,790Research and development66,317-2,795,438General and administrative182,75874,35016,024,295Expense on extension of warrants29,91364,9622,016,835Bad debt expense--48,947Depreciation and amortization344-48,808Total Expenses279,332139,31221,038,113Loss from Operations(279,332)(139,312)(20,904,764)OTHER INCOME (EXPENSES)Minority interest in loss--26,091Other income--19,780Gain on sale of subsidiary--208,417Debt forgiveness61,514-541,252Interest expense(5,914)(9,406)(1,099,748)Total Other Income (Expenses)55,600(9,406)(304,208)LOSS BEFORE EXTRAORDINARY ITEMS(223,732)(148,718)(21,208,972)EXTRAORDINARY ITEMSLawsuit settlement--415,000Total Extraordinary Items--415,000NET LOSS$         (223,732)$         (148,718)$       (20,793,972)BASIC LOSS PER SHARE$               (0.00)$               (0.00)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING202,500,203161,170,387      The accompanying notes are an integral part of these consolidated financial statements.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES(A Development Stage Company)Consolidated Statements of Cash Flows(Unaudited)From Inceptionon January 31,For the Three Months Ended1986 ThroughMarch 31,March 31,200920082009(Restated)(Restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss$(223,732)$(148,718)$(20,793,972)Adjustments to reconcile net loss to net cashused in operating activities:Depreciation and amortization344-48,808Stock issued for services--3,291,916Amortization of deferred consulting fees49,500-49,500Expense for extension of warrants belowmarket value29,91364,9622,016,835Bad debt expense--48,947Minority interest in loss--(26,091)Loss on disposal of assets--693,752Gain on settlement of debt(61,514)-(250,024)Gain on lawsuit settlement--(415,000)Changes in assets and liabilities:(Increase) decrease in prepaid expensesand deposits--(48,947)Increase (decrease) in accounts payable(1,148)8,7011,376,612Increase (decrease) in accrued expenses32,53040,3543,113,027Net Cash Used by Operating Activities(174,107)(34,701)(10,894,637)CASH FLOWS FROM INVESTING ACTIVITIES:Organization costs--(8,904)Trademark costs(495)-(495)Purchase of fixed assets--(43,155)Net Cash Used by Investing Activities(495)-(52,554)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from lawsuit settlement--415,000Principal payments on notes payable--(192,774)Cash received from notes payable--1,129,518Advances from shareholders-5,02044,658Payment on shareholder advances--(24,191)Capital contributions--439,870Stock issuance costs--(105,312)Increase in minority interest--14,470Issuance of common stock for cash200,00065,0009,263,622Net Cash Provided by Financing Activities200,00070,02010,984,861NET INCREASE IN CASH25,39835,31937,670CASH AT BEGINNING OF PERIOD12,272--CASH AT END OF PERIOD$37,670$35,319$37,670The accompanying notes are an integral part of these consolidated financial statements.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES(A Development Stage Company)Consolidated Statements of Cash Flows (Continued)(Unaudited)From Inceptionon January 31,For the Three Months Ended1986 ThroughMarch 31,March 31,200920082009SUPPLEMENTAL CASH FLOW INFORMATIONCASH PAID FOR:Interest$-$-$29,708Income taxes$-$-$-NON-CASH FINANCING ACTIVITIESStock issued for services$-$-$3,291,916Stock issued for prepaid consulting fees$-$-$172,500Stock issued for conversion of debt$-$-$4,372,412Stock issued for license agreement$-$-$693,752                               The accompanying notes are an integral part of these consolidated financial statements.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Restated Consolidated Financial Statements (Unaudited) March 31, 2009 and December 31, 2008  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-Q and Article 10 of Regulation S-X.  Accordingly, these financial statements do not include all information and footnotes required by generally accepted accounting principles for complete financial statements.  These statements should be read in conjunction with the audited financial statements and notes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 2008.  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, 2009 are not necessarily indicative of the results to be expected for the full year. NOTE 2 - RESTATEMENT FOR THE PERIOD ENDED MARCH 31, 2009  Subsequent to the original issuance of the Companys financial statements as of and for the three month period ended March 31, 2009, management of the Company has reclassified certain expense items, totaling $65,000, as research and development costs and other general and administrative costs, previously recorded as bad debt expense, due to the requirement to consolidate the financial operations of the Canadian Foundation for Global Health (CFGH) pursuant to FIN 46R, as more fully described in Note 8.  In addition, management of the Company has also reclassified a gain on debt forgiveness during the three months ended March 31, 2009 totaling $61,514, previously reported as an extraordinary item.  Accordingly, the Company has restated the accompanying financial statements as of and for the three months ended March 31, 2009, for the effects of correcting these errors as follows:  Statement of Operations for the Three Months Ended March 31, 2009As PreviouslyAs RestatedRecordedNet ChangeResearch and development$         66,317$              20,885$          45,432General and administrative182,758163,19019,568Bad debt expense-65,000(65,000)Other income (expense)55,600(5,914)61,514Net loss, before extraordinary items(223,732)(285,246)61,514Extraordinary items$                  -$              61,514$       (61,514)  All information in the accompanying notes relative to the interim period ended March 31, 2009, has also been restated as necessary for the foregoing matters.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Restated Consolidated Financial Statements (Unaudited) March 31, 2009 and December 31, 2008  NOTE 3 - LOSS PER SHARE  The computations of basic loss per share of common stock are based on the weighted average number of common shares outstanding during the period of the consolidated financial statements as follows:  For the Three Months Ended March 31,20092008Numerator(Restated)- Loss before extraordinary items$            (223,732)$         (148,718)- Extraordinary items--Denominator (weighted average number of shares outstanding)202,500,203161,170,387Basic Income (loss) per share- Before extraordinary items$                  (0.00)$              (0.00)- Extraordinary items0.000.00Basic Income (Loss) Per Share$                  (0.00)$              (0.00) 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 4 - GOING CONCERN  The Companys consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has incurred significant losses from its inception through March 31, 2009, which have resulted in an accumulated deficit of $20,793,972 at March 31, 2009.  The Company does not have an established source of funds sufficient to cover its operating costs, has a working capital deficit of approximately $3,388,000, 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 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.  During 2008, the Company raised a total of $279,000 through the sale of 14,633,333 restricted shares of common stock at prices ranging from $0.01 to $0.03 per share, which funds were used to bring the Company current in its reporting obligations under the Securities Exchange Act of 1934, as amended (the Exchange Act) and to pay certain other corporate obligations including the initial costs of development for its hospital sterilization initiative.  An additional $200,000 was raised during the quarter ended March 31, 2009 through the sale of 6,666,666 restricted shares of common stock, at $0.03 per share.  The Company is currently working on possible additional funding sources and has received verbal commitments from some of the same investors who have purchased shares during 2008 and 2009, although there are no guarantees that these verbal commitments will be fulfilled.  However, they have verbally committed to continue to fund the Companys projects on a monthly basis, as needed.  If the Company is unsuccessful in finalizing these or other additional funding, it will most likely be forced to cease operations.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Restated Consolidated Financial Statements (Unaudited) March 31, 2009 and December 31, 2008  NOTE 4 - GOING CONCERN (Continued)  Because ozone-generation for the purposes of interfacing with blood and blood products is regarded as a new drug delivery system, the Company is precluded from selling or distributing its drug or the Companys proprietary technology (the Medizone Technology) in the United States until after FDA approval has been granted.  In order to obtain FDA approval, the Company will be required to submit a New Drug Application (NDA) for review by the FDA and provide medical and scientific evidence sufficient to demonstrate that the drug and the Medizone Technology have been successfully used in pre-clinical studies followed by three phases of well-controlled clinical studies using human volunteer subjects.  The FDA will not grant an NDA unless the application contains sufficient medical evidence and data to permit a body of qualified and experienced scientists to conclude that the new drug product is safe and effective for its recommended and proposed medical uses.  Historically, the FDA has held a strong bias against treating humans with ozone, due largely to issues of safety.  However, the Companys hospital sterilization initiative falls outside of the regulatory requirements of the FDA since it is not a drug, therapy or medical device.  The initiative will be based on sound engineering and laboratory and hospital trials.  Assuming funds become available, the Company currently believes that this technology will be fully tested and ready for manufacture during late 2009.  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.  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.  Recently, the Company is pursuing the development of a novel ozone-based technology which will offer a safe, inexpensive means of disinfecting medical facilities of all bacteria, fungi and viruses known to cause hospital derived infections.  Since this technology is not considered a medical treatment or a diagnostic, its developmental pathway will not be subject to regulatory review or the requirement for a lengthy clinical trial process.  The Company hopes to commercialize this technology during the fourth quarter of 2009, which if successful, may provide the necessary revenue to fund additional advanced efforts with this technology for bio-terrorism counter measures, as well as other projects that the Company is working on, as previously discussed. The development time table is contingent upon acquiring the required on-going funding for this project, which at the date of this report, has not been fully secured.  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.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Restated Consolidated Financial Statements (Unaudited) March 31, 2009 and December 31, 2008  NOTE 4 - GOING CONCERN (Continued)  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 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 - OUTSTANDING WARRANTS AND OPTIONS  On various dates over the past several years up to and including March 03, 2009, the Board of Directors of the Company agreed to extend the expiration date on certain outstanding warrants to purchase common stock to June 30, 2009.  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, which model requires the use of exercise behavior data and the use of a number of assumptions including volatility of the Companys stock price, the weighted average risk-free interest rate, and the weighted average expected life of the warrants.  Because the Company does not pay dividends, the dividend rate variable in the Black-Scholes model is zero.  Under the provisions of SFAS 123, additional expense of $29,913 and $64,962 was recorded for the three months ended March 31, 2009 and 2008, respectively, under the Black-Scholes option pricing model for these warrant extensions.  The Company estimated the fair value of the stock warrants at the date of the maturity extension, based on the following weighted average assumptions:  Risk-free interest rate0.14% - 0.27%Expected life1 to 4 monthsExpected volatility139.91% - 190.60%Dividend yield0.00%  A summary of the status of the Companys outstanding warrants as of March 31, 2009 and changes during the three months then ended is presented below:  SharesWeighted Average Exercise PriceOutstanding, beginning of period10,109,629$0.13Granted (extension of terms)10,109,629$0.13Expired/Canceled(10,109,629)$(0.13)Exercised-n/aOutstanding, end of period10,109,629$0.13Exercisable10,109,629$0.13


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Restated Consolidated Financial Statements (Unaudited) March 31, 2009 and December 31, 2008  NOTE 6 - OUTSTANDING WARRANTS AND OPTIONS (Continued)  As of March 31, 2009, the following warrants were outstanding:  WarrantsExercise PriceTermination Dates1,000,000$0.20June 30, 2009566,666$0.15June 30, 2009555,555$0.18June 30, 2009250,000$0.55June 30, 20091,250,000$0.10June 30, 2009865,000$0.05June 30, 20095,539,075$0.02June 30, 200983,333$0.03June 30, 200910,109,629  NOTE 7 - STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS During the three months ended March 31, 2009, the Company issued 6,666,666 shares of common stock for cash proceeds of $200,000, or $0.03 per share. During 2008, the Companys board of directors approved the issuance of a total of 1,000,000 restricted shares to be issued to a public relations firm, for public relations and corporate communications services to be rendered valued at $42,000, or $0.042 per share, which represented the market value of the shares on the date that the shares were approved to be issued.  The consulting agreement is based on a one-year term, the shares will vest in equal increments, and the consulting expense will be recognized over the same period.  $14,000 and $10,500 of the $42,000 consulting expense was recognized for the year ended December 31, 2008 and for the three months ended March 31, 2009, respectively, with the remaining $17,500 recorded as deferred consulting fees, to be recognized over the remaining five month period at $3,500 per month. Also during 2008, the Companys board of directors approved the issuance of 1,000,000 free-trading shares to be issued to an individual for consulting services to be rendered valued at $30,000, or $0.03 per share, which represented the market value of the shares on the date that the shares were approved to be issued.  The consulting agreement is based on a six-month term, the shares vest in equal increments, and the consulting expense is recognized over the same period.  $10,000 and $10,000 of the $30,000 consulting expense was recognized during the year ended December 31, 2008 and during the three months ended March 31, 2009, respectively, with the remaining $5,000 recorded as deferred consulting fees, to be recognized during April 2009. Total deferred consulting fees related to the above mentioned agreements as of March 31, 2009 was $22,500 which will be recognized over the subsequent periods as previously discussed. NOTE 8 - CANADIAN FOUNDATION FOR GLOBAL HEALTH The Company assisted in the formation of the Canadian Foundation for Global Health (CFGH), a not-for-profit foundation based in Ottawa, Canada.  The Company helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of the Companys technology to as many in need as possible. The CFGH is specifically not authorized to contract for research or other services on behalf of the Company without prior approval.  All intellectual property, including but not limited to, scientific results, patents and trademarks that are derived from work done on the Companys behalf or at its request, by CFGH or parties contracted by CFGH with the Companys prior approval, are the sole and exclusive property of the Company.


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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Notes to the Restated Consolidated Financial Statements (Unaudited) March 31, 2009 and December 31, 2008  NOTE 8 - CANADIAN FOUNDATION FOR GLOBAL HEALTH (Continued) In January 2003, the Financial Accounting Standards Board (FASB) issued FIN 46, and in December 2003, issued FIN 46R, a revision of FIN 46, Consolidation of Variable Interest Entities, which requires a variable interest entity (VIE) to be consolidated by a company if that company absorbs a majority of the VIEs expected losses and/or receives a majority of the entitys expected residual returns as a result of holding variable interests, which are the ownership, contractual, or other financial interests in the entity.  In addition, a legal entity is considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties.  If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate it. The Company has determined that CFGH meets the requirements of a VIE, effective upon the first advance to CFGH on February 12, 2009.  Accordingly, the financial condition and operations of CFGH are being consolidated with the Company as of and for the three months ended March 31, 2009.


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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations General Medizone International, Inc. ("Medizone" or the "Company"), is dedicated to (i) seeking regulatory approval of a precise mixture of ozone and oxygen, and its process of inactivating lipid-enveloped viruses for the intended purpose of decontaminating blood and blood products and assisting in the treatment of certain diseases; (ii) developing or acquiring the related technology and equipment for the medical application of its products, including a drug production and delivery system; and, (iii) applying its novel technology to the problem of nosocomial infections world-wide.  Beginning in 2008, the Companys management also has worked to position the Company to pursue an initiative in the field of hospital sterilization. Corporate Redirection Early in 2008, the Company's management and board of directors began to consider other applications of the Company's core technologies and new technologies with lower development costs with the objective of bringing the Company a revenue stream to offset the ongoing expense of funding further development of the drug and treatment protocols for diseases such as Hepatitis C and HIV/AIDS. Management has worked to position the Company in such a way as to pursue an initiative in the field of hospital sterilization.  This change in focus is based, in part, on a review of published data on hospital-derived infections, an area of rapidly growing concern in the medical community. Management believes that there is an opportunity to build on the Company's experience with ozone technologies and its bio-oxidative qualities in pursuing this initiative. The Company will shift its near term efforts towards one of its founding tenets, namely that under the right conditions, ozone can be extremely effective at sterilizing virtually all biological fluids (blood, serum, and plasma and its fractionates) as well as all biologically contaminated equipment and spaces. This decision has been effected by the growing realization that Medizone's unique ozone generating technologies could play a vital role in addressing what public health officials and surgeons world-wide are beginning to recognize as "the silent epidemic" (American Academy of Orthopedic Surgeons, May 2008, copy on file with the Company (AAOS Study)), a reference to MRSA (methicillin-resistant staphylococcus aureus) infection.  This is a strain of Staphylococcus aureus bacteria (staph) that is resistant to the broad-spectrum antibiotics commonly used to treat it. MRSA can be fatal.  According to the AAOS Study, "the number of hospital admissions for MRSA has exploded in the past decade. By 2005, admissions were triple the number in 2000 and 10-fold higher than in 1995. In 2005, in the United States alone, 368,600 hospital admissions for MRSA  including 94,000 invasive infections  resulted in 18,650 deaths. The number of MRSA fatalities in 2005 surpassed the number of fatalities from hurricane Katrina and AIDS combined and is substantially higher than fatalities at the peak of the U. S. polio epidemic."  Indeed, biological contamination of medical treatment areas such as hospitals and chronic care facilities has recently been identified by several world renowned public health institutions, including the Centers for Disease Control or CDC (CDC Report 17 Oct, 2007, copy on file with the Company), as one of the greatest threats to public health and safety in the industrial world. This concern was reflected in an article recently published in the journal Science (18 July 2008, Vol 321 pp 356-361, copy on file with the Company) which estimated that hospital-based infections in 2006 accounted for almost 100,000 deaths in the US alone. In response to this situation, the Company is currently developing a highly portable, low-cost, ozone-based technology specifically for the purpose of decontaminating and sterilizing hospital surgical suites, emergency rooms, and intensive care units. Since this technology is not considered a medical treatment or a diagnostic, its development pathway is not subject to a stringent and expensive regulatory review process.  The development pathway will be based on independent peer-reviewed science and engineering excellence. The Company expects independent trials targeted to prove significant reductions in the major causative agents of hospital derived infections will begin by spring 2009, followed by hospital beta testing of the prototype design.  Completion of these projects will be dependent upon the Company obtaining the necessary funding, for which there is no assurance. In addition to the hospital sterilization initiative, the Company is developing an ozone-destruct unit which is used following sterilization of the treated infrastructure to reverse the ozone gas (O3) in the space, and turn it back into O2 in a short period of time.  The Company has targeted initially the treatment of a typically sized surgical suite including sterilization followed by ozone destruct to habitable standards in two hours or less.  This short turn-around period is considered of great importance relative to commercialization of the technology.


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At present, the Company is early in the patent research stage of this development program.  While the Company cannot guarantee that patents will be available for this technology, the Company will make every effort to research any possibilities, and management believes some protections are likely.  An application for registration of a trademark has been filed for the system with the United States Patent and Trademark Office for the mark AsepticSureTM. The mark is used to describe a portable decontamination and sterilization system for hospitals, government buildings, schools and other functionally critical environments that might currently require, or need to be prepared for countermeasures capability from contamination by infectious biological agents such as C difficile, E coli, Pseudomonas aeruginous, MRSA and VRE (Vanocomycin-resistant Enterococci  another drug-resistant bacteria). In 2008, the Company entered into a five-year agreement with Biozone Corporation (Biozone).  Under the agreement, Biozone is developing, along with the Company, equipment for specialized laboratory trials, a prototype AsepticSureTM system for hospital beta-testing and ozone destruct technology.  The agreement also covers initial product manufacturing by Biozone exclusively for the Company. Under this agreement, the Company retains the right to outsource additional manufacturing capacity.  During 2009, the Company expects to commence a trial to be conducted at a major university for independent verification of the Company’s technology in the de-activation of infectious biological agents. If the trial is successful and funding continues to be available to the Company, the next step in the development program is hospital beta testing of the prototype AsepticSureTM system. The Company’s believes its research and development time frame as well as intellectual property development remain on track.  Once the trial program for the Company’s AsepticSureTM hospital sterilization system starts, it is expected to progress rapidly.  A staff expansion during the summer of 2009 will then be required in order to position the Company for a targeted marketing program, initial sales and product service follow-up. Canadian Foundation for Global Health (CFGH)  Consolidated Variable Interest Entity The Company assisted in the formation of the Canadian Foundation for Global Health (CFGH), a not-for-profit foundation based in Ottawa, Canada.  The Company helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of the Companys technology to as many in need as possible. The CFGH is specifically not authorized to contract for research or other services on behalf of the Company without prior approval.  All intellectual property, including but not limited to, scientific results, patents and trademarks that are derived from work done on the Companys behalf or at its request, by CFGH or parties contracted by CFGH with the Companys prior approval, are the sole and exclusive property of the Company. The Canadian Foundation for Global Health is registered as a not-for-profit corporation under Canadian Federal Charter.  CFGH maintains offices at 170 Lauier Avenue West in Ottawa, Canada.  Dr. Michael E. Shannon M.A., M.Sc., M.D. is President of the CFGH and maintains offices at the CFGH in Ottawa.  Dr. Shannon is also a member of the Companys board of directors and is the Companys Director of Medical Affairs.  Mr. Brad Goble, President of TDVGlobal, Inc., is also a board member of the CFGH and serves as the Secretary-Treasurer for the organization. According to its website, TDVGlobal, Inc. is a strategic management consulting company focusing on the public sector.  It is based in Ottawa, Ontario, Canada.  Other members of the CFGH board are Edwin G. Marshall (our CEO and Chairman), Daniel D. Hoyt, a director of the Company, and Jill C. Marshall NMD, Mr. Marshalls wife and a former corporate officer of the Company. In January 2003, the Financial Accounting Standards Board (FASB) issued FIN 46, and in December 2003, issued FIN 46R, a revision of FIN 46, Consolidation of Variable Interest Entities, which requires a variable interest entity (VIE) to be consolidated by a company if that company absorbs a majority of the VIEs expected losses and/or receives a majority of the entitys expected residual returns as a result of holding variable interests, which are the ownership, contractual, or other financial interests in the entity.  In addition, a legal entity is considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties.  If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate it. The Company has determined that CFGH meets the requirements of a VIE, effective upon the first advance to CFGH on February 12, 2009.  Accordingly, the financial condition and operations of CFGH are being consolidated with the Company as of and for the three months ended March 31, 2009.


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Results of Operations The Company was incorporated in January 1986.  The Company is a development stage company primarily engaged in research into the medical uses of ozone.  The Company has not generated, and cannot predict when or if it will generate, revenues or sufficient cash flow to fund continuing or planned operations.   If we fail to obtain additional funding, we will be forced to suspend or permanently cease operations, and may need to seek protection under United States bankruptcy laws. Three Months Ended March 31, 2009 and 2008 There were no sales during the quarters ended March 31, 2009 or 2008. For the three months ended March 31, 2009, the Company had a net loss of $223,732, compared with a net loss for the three months ended March 31, 2008 of $148,718.  The primary expense of the Company is payroll and consulting fees, together with interest expense and additional expense recorded as a result of the extension of certain stock purchase warrants outstanding. For the three months ended March 31, 2008, the Company had no research and development expenses.  For the three months ended March 31, 2009, however, the Company incurred $66,317 in research and development costs, as a result of prototype development costs and other research activities.  Since inception, the Company has spent a total of $2,795,438for research and development related to its ozone technology and related apparatus.  Research and development expenses include consultant fees, interface development costs, prototypes, and research stage ozone generator and instrument development. General and administrative expenses in the quarter ended March 31, 2009, were $182,758 compared to $74,350 during the same period in 2008. The increase in the current year as compared to the prior year was related to additional payroll and consulting fees incurred, along with increased professional fees.  The remaining general and administrative expenses include office expenses and travel expenses.  Our lack of cash has prevented us from paying all accrued salary and other expenses during the last eight years. Principal amounts owed on notes payable totaled $280,491 at March 31, 2009 and December 31, 2008.  Interest expense on these obligations during the three months ended March 31, 2009 and 2008 was $5,914 and $5,914, respectively.  Additional interest expense of $3,492 was recorded for the three months ended March 31, 2008 on other outstanding indebtedness. The Company also recorded debt forgiveness of $61,514 from a professional service firm during the three months ended March 31, 2009. Liquidity and Capital Resources At March 31, 2009, the Companys working capital deficiency was $3,388,041, compared to a working capital deficiency of $3,394,071 at December 31, 2008.  The stockholders deficit at March 31, 2009 was $3,609,145 compared to $3,615,326 at December 31, 2008. As a development stage company, the Company has had no revenues.  The Company continues to require additional financing to fund its operations. The Company will also require financing to fund the research necessary to undertake its new business plans which contemplates testing and then marketing a system for hospital and medical sterilization.  The Companys only source of financing to date has been the periodic sale of its common stock. During the three months ended March 31, 2009, the Company generated cash of $200,000 through common stock purchases.  An additional $295,582 was raised by the Company through the sale of its common stock during 2008. Given current negative cash flows, it will be difficult for the Company to continue as a going concern without an influx of significant capital. While the Company has continued to aggressively pursue potential financing opportunities, those efforts have to date produced only minimal results.  In addition, previously anticipated and announced financing commitments have failed to be fulfilled in a significant manner. The Companys unaudited financial statements included in this Report have been prepared on the assumption that the Company will continue as a going concern. Through the date of this report, it has been necessary to rely upon financing from the sale of the Companys equity securities to sustain operations as indicated above. Additional financing will be required if the Company is to continue as a going concern. If additional financing is not obtained in the near future, the Company will be required to curtail or discontinue operations, or seek protection under the bankruptcy laws. Even if additional financing becomes available, there can be no assurance that it will be on terms favorable to the Company. In any event, this additional financing will likely result in immediate and possibly substantial dilution to existing shareholders.


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Forward-Looking Statements and Risks Affecting the Company The statements contained in this Report on Form 10-Q 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 Financial Condition and Results of Operations regarding the Companys 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 the Companys Annual Report on Form 10-K for the year ended December 31, 2008 under the heading "Description of Business.  The Company believes that many of the risks previously discussed and in its SEC filings are part of doing business in the industry in which the Company operates and competes and will likely be present in all periods reported. The fact that certain risks are endemic to the industry does not lessen their significance. The forward-looking statements contained in this Report are made as of the date of this Report and the Company assumes no obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements. Among others, risks and uncertainties that may affect the Companys business, financial condition, performance, development, and results of operations include: · Rigorous government scrutiny and regulation of the Companys 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. Critical Accounting Policies and Estimates The Companys discussion and analysis of financial condition and results of operations are based upon its unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such statements requires the Company to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and the reported amounts of assets and liabilities as of the date of the financial statements. The Companys estimates are based on historical experience and other assumptions that the Company consider to be appropriate in the circumstances. However, actual future results may vary from these estimates, since by their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates these estimates, including those related to bad debts, intangible assets, warranty obligations, product liability, revenue, and income taxes. The Company accounts for equity securities issued for services rendered at the fair value of the securities on the date of issuance. Recent Accounting Pronouncements In December 2007, the FASB issued SFAS No. 141(R), Business Combinations.  SFAS 141(R) replaces SFAS No. 141, Business Combinations, but retains the requirement that the purchase method of accounting for acquisitions be used for all business combinations. SFAS 141(R) expands on the disclosures previously required by SFAS 141, better defines the acquirer and the acquisition date in a business combination, and establishes principles for recognizing and measuring the assets acquired (including goodwill), the liabilities assumed and any non-controlling interests in the acquired business. SFAS 141(R) also requires an acquirer to record an adjustment to income tax expense for changes in valuation allowances or uncertain tax positions related to acquired businesses. SFAS 141(R) is effective for all business combinations with an acquisition date in the first annual period following December 15, 2008; early adoption is not permitted. The impact SFAS 141(R) will have on the Companys consolidated financial statements will depend on the nature and size of acquisitions the Company completes after it adopts SFAS 141(R). In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51.  SFAS 160 requires that non-controlling (or minority) interests in subsidiaries be reported in the equity section of the companys balance sheet, rather than in a mezzanine section of the balance sheet between liabilities and equity. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling companys income statement. SFAS 160 also establishes guidelines for accounting for changes in ownership percentages and for deconsolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 1, 2008 and interim periods within those years;


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early adoption is not permitted. The adoption of SFAS 160 is not expected to have a material impact on the Companys financial position, results of operations or cash flows. In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 ("SFAS No. 161"). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about how and why an entity uses derivative instruments, how the instruments are accounted for under SFAS No. 133 and its related interpretations, and how the instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of SFAS No. 161 is note expected to have a material impact on the Companys disclosures in its financial statements. In May of 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles.  This statement identifies literature established by the FASB as the source for accounting principles to be applied by entities which prepare financial statements presented in conformity with generally accepted accounting principles (GAAP) in the United States.  This statement is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  This statement will require no changes in the Companys financial reporting practices. In May of 2008, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee Insurance  an interpretation of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises.  This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation.  This statement also clarifies how Statement 60 applies to financial guarantee insurance contracts.  This statement is effective for fiscal years beginning after December 15, 2008.  This statement has no effect on the Companys financial reporting at this time. Item 3.  Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to changes in prevailing market interest rates affecting the return on its investments but does not consider this interest rate market risk exposure to be material to its financial condition or results of operations.  The Company invests primarily in United States Treasury instruments with short-term (less than one year) maturities.  The carrying amount of these investments approximates fair value due to the short-term maturities.  Under the Companys current policies, it does not use derivative financial instruments, derivative commodity instruments or other financial instruments to manage its exposure to changes in interest rates or commodity prices. Item 4.  Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to Company management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by SEC Rule 13a-15(b), an evaluation was performed under the supervision and with the participation of the Companys management, including its principal executive officer and its principal financial officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Company management, including its principal executive officer and its principal financial officer, concluded that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level. There has been no change in the Companys internal controls over financial reporting during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal controls over financial reporting.


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Part II  Other Information Item 1.     Legal Proceedings  There were no material developments during the quarter ended March 31, 2009 relative to the legal matters previously disclosed by the Company.  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  During the quarter ended March 31, 2009, the Company issued 6,666,666 shares of common stock for cash proceeds received totaling $200,000, or $0.03 per share.  The shares were issued in private transactions to two accredited investors not otherwise affiliated with the Company.  There were no underwriters involved.  The proceeds were used for general operating expenses and to pay for the development of the AsepticSureTM hospital sterilization system.   These issuances of shares were made without registration under the Securities Act of 1933, as amended, (the Securities Act) in reliance upon exemptions from registration, including, without limitation, the exemption provided under Section 4(2) of the Securities Act for private and limited offers and sales of securities made to accredited investors, and the exemptions provided under Regulation D and Rule 506 under the Securities Act for private and limited offers and sales of securities made to accredited investors.  Item 5.     Other Information  The Company has scheduled an Annual Meeting of Shareholders to be held at 10:00 a.m. on Wednesday August 26, 2009 at the Peppermill Hotel and Casino, 2707 South Virginia Street, Reno, NV 89502.  Proxy material will be provided to shareholders of record during June or July 2009.  Item 6. Exhibits  Exhibit 31.01 - Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Exhibit 31.02 - Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Exhibit 32.01 - Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Exhibit 32.02 - Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  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)  August 11, 2009


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