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 JUNE 30, 2002

__       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              (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                                 (415) 868-0300
              (Registrant's telephone number, including area code)

 Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

At July 31, 2002, there were 157,265,387 shares of the registrant's common stock
issued and outstanding.

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


                                       1


<PAGE>


                          MEDIZONE INTERNATIONAL, INC.
                                   FORM 10-QSB
                                      INDEX
                                  June 30, 2002

                                                                          Page
                                                                          Number
Part I -- Financial Information

Item 1 -- Financial Statements

       Consolidated Balance Sheets:
         June 30, 2002 (Unaudited) and December 31, 2001.......................3

       Consolidated Statements of Operations (Unaudited):
         For the Three Months and Six Months Ended June 30, 2002 and 2001......4

       Consolidated Statements of Cash Flows (Unaudited)
         For the Six Months Ended June 30, 2002 and 2001.......................5

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

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

Part II -- Other Information

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

Item 2-- Changes in Securities and Use of Proceeds............................11

Item 6-- Exhibits and Reports on Form 8-K.....................................11


                                       2

<PAGE>


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


<TABLE>
<CAPTION>
                                     ASSETS

                                                                  June 30,              December 31,
                                                                    2002                    2001
                                                            ---------------------    --------------------
                                   (Unaudited)
      CURRENT ASSETS

<S>                                                               <C>                    <C>
         Cash                                                     $     4,344            $         -
                                                                  ------------           ------------
             Total Current Assets                                       4,344                      -
                                                                  ------------           ------------

      PROPERTY AND EQUIPMENT (Net)                                      7,851                 10,226
                                                                  ------------           ------------
      OTHER ASSETS
         Receivable from affiliate, net                                     -                      -
                                                                  ------------           ------------
             Total Other Assets                                             -                      -
                                                                  ------------           ------------

                  TOTAL ASSETS                                    $    12,195            $    10,226
                                                                  ============           ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

      CURRENT LIABILITIES

         Bank overdraft                                           $         -            $         8
         Accounts payable                                             410,555                397,722
         Advances from shareholders                                       905                    855
         Accrued expenses                                             831,876                743,794
         Notes payable                                                303,491                303,491
                                                                  ------------           ------------

            Total Current Liabilities                               1,546,827              1,445,870
                                                                  ------------           ------------
            Total Liabilities                                       1,546,827              1,445,870
                                                                  ------------           ------------

      STOCKHOLDERS' EQUITY (DEFICIT)

         Common stock, 250,000,000 shares authorized of
             $0.001 par value,157,265,387 and 155,338,019
             shares issued and outstanding, respectively              157,265                155,338
         Additional paid in capital                                15,646,030             15,455,220
         Deficit accumulated during the development
              stage                                               (17,337,927)           (17,046,202)
                                                                  ------------           ------------

            Total Stockholders' Equity (Deficit)                 (  1,534,632)          (  1,435,644)
                                                                  ------------           ------------
            TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY (DEFICIT)                        $    12,195            $    10,226
                                                                  ============           ============
</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 Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the                             For the                    Inception
                                                  Three Months Ended                    Six Months Ended                1/31/86
                                                       June 30,                             June 30,                    Through
                                                                                                                        6/30/02

                                                 2002             2001              2002               2001
                                             -------------    -------------     -------------      -------------    ---------------

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


EXPENSES
   Cost of sales                                        -                -                 -                  -            103,790
   Research and development                             -           44,542            21,152            67,095           2,666,338
   General and administrative                     136,149          187,627           256,370           330,015          12,993,560
   Expense on extension of warrants                     -                -                 -                 -           1,866,857
   Bad debt expense                                     -                -                 -                 -              48,947
   Depreciation and amortization                    1,187            1,196             2,375             2,710              40,145
                                             -------------    -------------     -------------     -------------       -------------

      Total Expenses                              137,336          233,365           279,897           399,820          17,719,637
                                             -------------    -------------     -------------     -------------       -------------

      Loss from Operations                       (137,336)        (233,365)         (279,897)         (399,820)        (17,586,288)
                                             -------------    -------------     -------------     -------------       -------------
OTHER INCOME (EXPENSES)
   Minority interest in loss                            -                -                 -                 -              26,091
   Other income                                         -                -                 -                 -              19,780
   Gain on sale of subsidiary                           -                -                 -                 -             208,417
   Interest expense                                (5,914)          (5,610)          (11,828)          (11,220)           (900,665)
                                             -------------    -------------     -------------     -------------       -------------
      Total Other Income (Expenses)                (5,914)          (5,610)          (11,828)          (11,220)           (646,377)
                                             -------------    -------------     -------------     -------------       -------------

LOSS BEFORE EXTRAORDINARY ITEMS                  (143,250)        (238,975)         (291,725)         (411,040)        (18,232,665)
                                             -------------    -------------     -------------     -------------       -------------

EXTRAORDINARY ITEMS
   Restitution receipt                                  -                -                 -                 -             415,000
   Debt forgiveness                                     -                -                 -                 -             479,738
                                             -------------    -------------     -------------     -------------       -------------
      Total Extraordinary Items                         -                -                 -                 -             894,738
                                             -------------    -------------     -------------     -------------       -------------

NET LOSS                                     $   (143,250)     $  (238,975)     $   (291,725)     $   (411,040)       $(17,337,927)
                                             =============    =============     =============     =============       =============

BASIC INCOME (LOSS) PER SHARE
   Loss from operations                      $      (0.00)    $      (0.00)     $      (0.00)     $      (0.00)
   Extraordinary Items                               0.00             0.00              0.00              0.00
                                             -------------    -------------     -------------     -------------
      Basic Income (Loss) Per Share          $      (0.00)    $      (0.00)     $      (0.00)     $      (0.00)
                                             =============    =============     =============     =============
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                   157,107,643      154,860,242       156,260,868       155,338,019
                                             =============    =============     =============     =============
</TABLE>









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

<PAGE>


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

<TABLE>
<CAPTION>
                                                                      For the Six Months Ended              Inception
                                                                              June 30,                       1/31/86
                                                                ------------------------------------         Through
                                                                      2002                2001               6/30/02
                                                                -----------------    ---------------     ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                   <C>                <C>                <C>
   Net loss                                                           $  (291,725)       $  (411,040)       $(17,337,927)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
       Depreciation and amortization                                        2,375              2,710              40,145
       Stock issued for services                                                -                  -           3,015,916
       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                            55,283             23,751             828,085
        Increase (decrease) in accrued expenses                           108,082            137,979           1,254,898
                                                                 ------------------    ---------------     ---------------
             Net Cash Used by Operating Activities                       (125,985)          (246,600)        (10,267,875)
                                                                 ------------------    ---------------     ---------------

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                                                              (8)                 -                   -
   Proceeds from restitution settlement                                         -                  -             415,000
   Principal payments on notes payable                                          -                  -            (192,774)
   Cash received from notes payable                                             -                  -           1,129,518
   Advances from shareholders                                               5,337                  -               6,192
   Capital contributions                                                        -                  -             421,847
   Stock issuance costs                                                         -                  -            (105,312)
   Increase in minority interest                                                -                  -              14,470
   Issuance of common stock for cash                                      125,000            254,981           8,631,272
                                                                 -----------------    ---------------     ---------------
          Net Cash Provided by Financing Activities                       130,329            254,981          10,320,213
                                                                 -----------------    ---------------     ---------------

NET INCREASE IN CASH                                                        4,344              8,381               4,344
CASH AT BEGINNING OF PERIOD                                                     -              2,368                   -
                                                                 -----------------    ---------------     ---------------
CASH AT END OF PERIOD                                                 $     4,344        $    10,749        $      4,344
                                                                 =================    ===============     ===============

SUPPLEMENTAL CASH FLOW INFORMATION
   CASH PAID FOR:
      Interest                                                        $         -        $         -        $     26,483
      Income taxes                                                    $         -        $         -        $          -

NON-CASH FINANCING ACTIVITIES
   Stock issuance for services                                        $         -        $         -        $  3,015,916
   Stock issued for conversion of debt                                $         -        $         -        $  4,071,493
   Stock issued for license agreement and patent                      $         -        $         -        $    693,752
</TABLE>

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



                                       5

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001


NOTE 1 -      BASIS OF PRESENTATION

              The financial information included herein is unaudited and has
              been prepared consistent with generally accepted accounting
              principles for interim financial information and with the
              instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
              Accordingly, these financial statements do not include all
              information and footnotes required by generally accepted
              accounting principles for complete financial statements. These
              statements should be read in conjunction with the audited
              financial statements and notes thereto included in the Company's
              annual report on Form 10-KSB for the year ended December 31, 2001.
              In the opinion of management, these financial statements contain
              all adjustments (consisting solely of normal recurring
              adjustments), which are, in the opinion of management, necessary
              for a fair statement of results for the interim period presented.

              The results of operations for the three months and six months
              ended June 30, 2002 and 2001 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 and six months ended
              June 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                                         For the
                                                                                   Three Months Ended
                                                                                         June 30,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------
              Net loss available to
<S>                                                                         <C>               <C>
               common shareholders                                          $      (143,250)  $         (238,975)
                                                                            ================= ===================

              Weighted average shares                                            157,107,643         154,860,242
               Effect of dilutive securities                                               -                   -
                                                                            ----------------- -------------------

                                                                                 157,107,643         154,860,242
              Basic loss per share (based
               on weighted average
               shares)                                                      $          (0.00) $            (0.00)
                                                                            ================= ===================


                                                                                         For the
                                                                                      Six Months Ended
                                                                                         June 30,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------
              Net loss available to
               common shareholders                                          $       (291,725) $         (411,040)
                                                                            ================= ===================

              Weighted average shares                                            156,260,868         155,338,019
               Effect of dilutive securities                                               -                   -
                                                                            ----------------- -------------------

                                                                                 156,260,868         155,338,019
              Basic loss per share (based
               on weighted average
               shares)                                                      $          (0.00) $            (0.00)
                                                                            ================= ===================
</TABLE>


                                       6


<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001


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
              June 30, 2002, which have resulted in an accumulated deficit of
              $17,337,927 at June 30, 2002. The Company does have an established
              source of funds sufficient to cover its operating costs, has a
              working capital deficit of approximately $1,542,000, has relied
              exclusively on debt and equity financing, accordingly, there is
              substantial doubt about its ability to continue as a going
              concern.

              Continuation of the Company as a going concern is dependent upon
              obtaining additional capital, obtaining the requisite approvals
              from the FDA and/or the EU for the marketing of ozone-related
              products and equipment, and ultimately, upon the Company's
              attaining profitable operations. The Company will require a
              substantial amount of additional funds to complete the development
              of its products, to establish manufacturing facilities, to build a
              sales and marketing organization and to fund additional losses,
              which the Company expects to incur over the next several years.

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

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

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


                                       7

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 3 -  GOING CONCERN (Continued)

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

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

NOTE 4 -      STOCK TRANSACTIONS

              During the six months ended June 30, 2002, the Company issued
              1,250,000 shares of common stock at $0.10 per share for total
              proceeds of $125,000. The Company also granted the investors
              warrants to purchase 1,250,000 shares of stock at $0.10 per share,
              exercisable over a two-year term. The market price of the common
              stock was $0.10 per share on the date of the issuance of the
              shares and grant of the warrants.

              Also during the six months ended June 30, 2002, the Company issued
              a total of 677,368 shares of common stock for services rendered
              and repayment of outstanding debt at $0.10 per share for a total
              of $67,737.

              Subsequent to June 30, 2002, the Company issued a total of 480,000
              shares of common stock, pursuant to an S-8 registration, for
              services rendered and repayment of outstanding debt at $0.10 per
              share for a total of $48,000.

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.



                                       8
<PAGE>


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

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

Medizone International, Inc., a Nevada corporation ("Medizone") organized in
1986, is a development stage company. To date the principal business of Medizone
has been limited to (1) seeking regulatory approval for its drug, a precise
mixture of ozone and oxygen called MEDIZONE(R), 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; and (2)
developing or acquiring the related technology and equipment for the medical
application of its products, including its drug production and delivery system.


Results of Operations


General


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


Three Months Ended June 30, 2002 compared to the Three Months Ended June 30,
2001


There were no sales during the quarters ended June 30, 2002 or 2001. We made no
expenditures for research and development in the second quarter of 2002,
compared to $44,542 during the second quarter of 2001. Since inception we have
spent a total of $2,666,338 for research and development.


General and administrative expenses in the second quarter of 2002 were $136,149
compared to $187,627 during the second quarter of 2001. These expenses include
payroll, insurance costs and professional fees. The reduction in these expenses
reflects the reduction in employees and the limited business conducted by the
company during the quarter as efforts to obtain financing continued.


Interest expense accrued during the three months ended June 30, 2002 was $5,914,
compared to $5,610 in the three months ended June 30, 2001.


Six Months Ended June 30, 2002 compared to the Six Months Ended June 30, 2001:


There were no sales during the six months ended June 30, 2002 or 2001. We made
expenditures for research and development of $21,152 in the six months ended
June 30, 2002, compared to $67,095 during the six months ended June 30, 2001.


General and administrative expenses in the first six months of 2002 were
$256,370 compared to $330,015 during the first six months of 2001. The reduction
in these expenses reflects the reduction in employees and the limited business
conducted by the company during the quarter as efforts to obtain financing
continued.


Interest expense accrued during the six months ended June 30, 2002 was $11,828,
compared to $11,220 in the six months ended June 30, 2001.


Liquidity and Capital Resources


At June 30, 2002, we had a working capital deficiency of $1,542,483 and
stockholders' deficiency of $1,534,632. At December 31, 2001, we had a working
capital deficiency of $1,445,870 and stockholders' deficiency of $1,435,644.


Net cash used in operating activities was $125,985 for the six months ended June
30, 2002. Cash of $125,000 was provided during the first six months of 2002 from
the issuance of common stock. During the six months ended June 30, 2001, net
cash used in operating activities was $246,600. Cash of $254,981 was provided in
the first six months of 2001 by the sale of common stock through the exercise of
outstanding stock purchase warrants.


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


                                       9

<PAGE>

our securities. We recognize that, if we are unable to raise additional capital,
we may find it necessary to substantially reduce, or cease operations.


Forward-Looking Statements and Risks Affecting the Company


The statements contained in this Report on Form 10-QSB that are not purely
historical are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and Section 21E of the Securities
Exchange Act. These statements regard 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,
2001 under the headings "Description of Business" and "Risk Factors." The fact
that some of the risk factors may be the same or similar to past reports filed
with the Securities and Exchange Commission means only that the risks are
present in multiple periods. We believe that many of the risks detailed here and
in our SEC filings are part of doing business in the industry in which we
operate and compete and will likely be present in all periods reported. The fact
that certain risks are endemic to the industry does not lessen their
significance. The forward-looking statements contained in this report are made
as of the date of this Report and we assume no obligation to update them or to
update the reasons why actual results could differ from those projected in such
forward-looking statements. Among others, risks and uncertainties that may
affect our the business, financial condition, performance, development, and
results of operations include:

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

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

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

        o  The ability to obtain needed financing.


                           Part II--Other Information


Item 1.  Legal Proceedings


During the quarter ended June 30, 2002, the following developments occurred in
litigation involving the company.


         Killian vs. Medizone International, Inc., Civil No. C014525, in the
United States District Court, Northern District of California. This action was
brought against the company by five individuals who alleged that they were
patients of Dr. William Hitt in Mexico and that they were defrauded and injured
by Hitt as a result of treatments received there. Four of the plaintiffs are
unknown to the company. Other defendants named in the complaint are Dr. Hitt,
Jane Hitt, The Hitt Clinic, and Jill Marshall. The company and Mrs. Marshall
deny all of the allegations and also deny any liability for any injury or harm
these persons may have suffered. Dr. Hitt, through his counsel, has also denied
any liability. Counsel in California filed an answer on behalf of the company
and Mrs. Marshall on February 22, 2002. On March 26, 2002, plaintiff's counsel
and counsel for the company met and conferred to discuss alternative dispute
resolution alternatives, discovery and initial disclosure. A Case Management
Conference was held on April 22, 2002. The deadline for the Early Neutral
Evaluation is November 15, 2002.


         Medizone International, Inc. vs. Nathaniel Bottomly, Ross Bottomly,
Jeff Pace et al., Civil No. CO2 1659CRB (United States District Court, Northern
District of California). The company filed this lawsuit against the Bottomlys
and Pace on April 5, 2002. The company's complaint alleges that the defendants
have violated federal laws by using materially misleading and false statements
to solicit the vote of shareholders to replace the company's current management.
In addition to the Bottomlys and Pace, defendants to the company's lawsuit
include Advocates of Medizone, an unincorporated entity founded by these
individual defendants, and John Does 1 through 25. The defendants were served in
May 2002 and the defendants filed no responsive pleadings. In June 2002, the
company dismissed the lawsuit without prejudice as to defendants Nathaniel
Bottomly, Ross Bottomly, and Jeff Pace and a default was entered on June 27,
2002 as to defendant AFM. The company may refile the lawsuit against the
individual defendants at any time if it chooses to do so. AFM filed a Motion to


                                       10

<PAGE>

Dismiss For Lack of Personal Jurisdiction and Failure to State a Claim, Or
Alternatively, To Transfer and a Motion to Set Aside Default Certificate. The
company filed an Opposition to AFM's Motion to Dismiss and Motion to Set Aside
Default Certificate on August 2, 2002. The court has scheduled a hearing on
these motions for August 23, 2002.


         Bottomly vs. Medizone International, Inc., Civil No. 020900403, (Third
Judicial  District Court for Salt Lake County).  Nathaniel and Ross Bottomly and
Jeff Pace, who claim to be shareholders of Medizone, brought this action against
the company.  Other  defendants named in the complaint are Ed and Jill Marshall.
The  plaintiffs  allege that the company and the Marshalls  have  mismanaged the
company's  finances.  The company and the Marshalls deny any wrongdoing and will
vigorously defend themselves against the claims of these plaintiffs. The company
and the Marshalls filed an answer with the court on February 25, 2002.

         The company believes the allegations made by the plaintiffs are false
and distort the company's previous disclosures in the company's SEC filings.

         Rakas v. Medizone International, Inc., Index No. 08798/00 (Supreme
Court of New York, Westchester County). A former consultant sued the company
claiming failure to pay consulting fees under a consulting agreement. The
company denied that it owed the fees. In September 2001, the parties agreed to
settle the matter for $25,000. The company's lack of funds prevented it from
consummating the settlement and the plaintiff moved the court to enter a default
judgment in the amount of $143,000 in January 2002. On May 8, 2002, the court
vacated the default judgment and requested that the company post a bond of
$25,000 to cover the settlement previously entered into by the parties. The
company has not been in a position to post the bond as of the date of this
report and there is no assurance that it will be able to do so in the near term
unless additional financing is made available to the company.

Item 2.  Changes in Securities and Use of Proceeds

         During the six months ended June 30, 2002, the company sold 1,250,000
shares of common stock to accredited investors at $0.10 per share, or gross
proceeds of $125,000. We also granted these investors warrants to purchase
1,250,000 shares of stock at $0.09 and $0.10 per share, exercisable over a
two-year term.

         The purchasers of the common stock and warrants were accredited
investors as that term is defined under the Securities Act of 1933 and the
securities were sold in private transactions pursuant to an exemption from the
registration requirements under the Securities Act, specifically the exemption
under Section 4(2) of the Securities Act applicable to offers and sales made to
accredited investors only and offers and sales that are not made in a public
offering.

Item 6.  Exhibits and Reports on Form 8-K

(a)       Exhibits Required by Item 601 of Regulation S-B

         Number            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              Patent Agreement, dated February 26, 1987. (3)


         10.2              Assignment of  Distributor  Agreement by Terrence O.
                           McGrath to Medizone  Delaware,  dated February 4,
                           1986, and Distributor Agreement between Terrence O.
                           McGrath and Dr. J. Hansler GmbH, dated September 25,
                           1985 (3)


         10.3              Letter  confirmation and Protocol,  dated June 2,
                           1986, with regard to research to be conducted by the
                           State University of New York at Syracuse (2)


         10.4              Consulting Agreement between P.J. Watrous & Co., Inc.
                           and Medizone (2)


         10.5              Consulting Agreement between Jeffrey Freed, MD, PC
                           and Medizone (2)


         10.6              Consulting Agreement between Joseph Latino and
                           Medizone (2)



                                    11
<PAGE>


         10.7              Consulting Agreement between Susan Golden, RN and
                           Medizone (2)


         10.8              Stock Option of Joseph Latino (2)


         10.9              Stock Option of Jeffrey Freed (2)


         10.10             Stock Option of Susan Golden (2)


         10.11             Stock Option of Hubert Weinberg (2)


         10.12             Agreement dated June 16, 1987, between Company and
                           Oliver Grace (5)


         10.13             Agreement dated June 26, 1987, between Company and
                           John Grace (5)


         10.14             Agreement dated June 26, 1987, between Company and
                           Oliver Grace (5)


         10.15             Agreement  dated June 30,  1987, by and among Company
                           and John C.  Black,  Dr.  Gerard V.  Sunnen and Dr.
                           Priyakant S. Doshi (5)


         10.16             License Agreement with MCL Medizone Canada Ltd. dated
                           November 18, 1987 (5)


         10.17             Agreement  dated October 1988 by and among
                           Immunologics,  Limited  Partnership,  John M. Kells,
                           Y. C. Zee, David C. Bolton and Medizone
                           International, Inc. (6)


         10.18             Form of Stock Purchase Agreement between Company and
                           individuals who purchased shares from Company (7)


         10.19             Letter agreement between Company and Rebus Oil Co.,
                           Ltd. dated July 28, 1992 (8)


         10.20             Letter of understanding between Company and the RMB
                           Group of Boston dated August 10, 1992 (8)


         10.21             Agreement between Company and Rebus Oil Company,
                           Ltd., dated as of October 20, 1992 (9)


         10.22             Letter  agreement among Messrs.  McGrath,  Watrous,
                           Melera,  Chou,  Kells,  Handel and Pealer,  dated as
                           of November 10, 1992 (9)


         10.23             Loan agreement with Messrs. McGrath and Watrous dated
                           as of November 16, 1992 (9)


         10.24             Settlement agreement with former consultant dated
                           February 12, 1993 (9)


         10.25             Consulting Agreement with Joseph S. Latino dated as
                           of January 1, 1993 (9)


         10.26             Consulting Agreement with Arthur P. Bergeron dated as
                           of January 1, 1993 (9)


         10.27             Employment Agreement with Katherine M. Kalinowski
                           dated as of January 1, 1993 (9)


         10.28             Consulting Agreement with Roger Shelley dated as of
                           January 1, 1993 (9)


         10.29             Consulting Agreement with Jeannette Arsenault dated
                           as of January 1, 1993 (9)


         10.30             Loan Agreements between Company and John Kells,
                           George Handel and John Pealer,  executed as of June
                           11, 1993 (and promissory notes) (9)


         10.31             Promissory  Note to Joseph S. Latino dated as of
                           October 26, 1993 and  Acceptance  Form dated as of
                           November 26, 1993 (9)


         10.32             Letter Agreement dated March 23, 1993 between Company
                           and the Italian Scientific Society (10)


         10.33             Contract between Company and Capmed USA (10)



                                       12

<PAGE>

         10.34             Agreement made as of May 18, 1994, among Medizone
                           International,  Inc., Medizone Canada Ltd., John M.
                           Kells, George Handel, John Pealer, Joseph S. Latino,
                           Terrence O. McGrath and Philip J. Watrous (11)


         10.35             Agreement made as of January 1, 1995, between
                           Medizone International, Inc. and Joseph S.
                           Latino (11)


         10.36             Agreement made as of January 1, 1995 between Medizone
                           International, Inc. and Arthur P. Bergeron (11)


         10.37             Agreement made as of January 1, 1995 between Medizone
                           International, Inc. and Giacomo C. DiGiorgio, MD (11)


         10.38             Lease  Agreement  between  Medizone  International,
                           Inc. and Benabi Realty,  made on September 27, 1991,
                           as extended, January 17, 1995 (11)


         10.39             Agreement  for Sale and Purchase of Shares in
                           Medizone New Zealand  Limited  between  Richard G.
                           Solomon and Medizone International, Inc., dated June
                           22, 1995 (12)


         10.40             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 (12)


         10.41             Licensing Agreement between Medizone International,
                           Inc. and MNZ, dated June 22, 1995 (12)


         10.42             Managing Agent Agreement between Medizone
                           International, Inc. and Medizone New Zealand Limited,
                           dated June 22, 1995 (12)


         10.43             Lease Agreement between Medizone International, Inc.
                           and Linmar L.P., dated January 17, 1996 (13)


         10.44             Agreement between Medizone International, Inc. and
                           Multiossigen S.r.l., dated as of September 13,
                           1996 (14)


         10.45             Agreement between Medizone International, Inc. and
                           JRH Biosciences, Inc., dated April 17, 1997 (15)

         10.46             Lease Agreement between Medizone International Inc.
                           and Eagle Overlook, L.C., made on September 23,
                           1997 (16)

         16                Funding commitment letter from Groundell Trust. (17)


         99.1              Certification under Section 906 of the Sarbanes-Oxley
                           Act.





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


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


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


(4)      Incorporated by reference to Medizone's current report on Form 8-K,
         filed March 13, 1987.


(5)      Incorporated by reference to Medizone's annual report on Form 10-K for
         the period ended December 31, 1987.


(6)      Incorporated by reference to Medizone's annual report on Form 10-K for
         the period ended December 31, 1988.


(7)      Incorporated by reference to Medizone's annual report on Form 10-K for
         the period ended December 31, 1989.



                                       13

<PAGE>


(8)      Incorporated by reference to Medizone's annual report on Form 10-K for
         the period ended December 31, 1990.


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


(10)     Incorporated by reference to Medizone's current annual report on Form
         8-K dated September 8, 1993.


(11)     Incorporated by reference to Medizone's annual report on Form 10-K for
         the period ended December 31, 1994.


(12)     Incorporated by reference to Medizone's current annual report on Form
         8-K, dated June 22, 1995.


(13)     Incorporated by reference to Medizone's annual report on Form 10-K for
         the period ended December 31, 1995.


(14)     Incorporated by reference to Medizone's current report on Form 8-K,
         dated October 17, 1996.


(15)     Incorporated by reference to Medizone's current report on Form 8-K,
         dated May 5, 1997.

(16)     Incorporated by reference to Medizone's current report on Form 8-K
         dated September 24, 1997.

(17)     Incorporated by reference to Medizone's annual report on Form 10-KSB
         for the year ended December 31, 2001.


(b)       Reports on Form 8-K

         None.


                                       14

<PAGE>


                                   SIGNATURES

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

                                MEDIZONE INTERNATIONAL, INC.
                                (Registrant)

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

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



August 13, 2002


                                       15


<PAGE>


EXHIBIT 99.1


                   CERTIFICATION OF PERIODIC FINANCIAL REPORTS

         The undersigned hereby certify that to the best of their knowledge the
Quarterly Report on Form 10-QSB of Medizone International, Inc. for the
quarterly period ended June 30, 2002, as filed August 13, 2002 with the
Securities and Exchange Commission, fully complies with the requirements of
Section 13(a) of The Securities Exchange Act of 1934 (15 U.S.C. 78m) and that to
the best of their knowledge the information contained in the quarterly report
fairly presents, in all material respects, the financial condition and results
of operations of Medizone International, Inc.



Date: August 13, 2002           /s/ Edwin G. Marshall
                              --------------------------------------------------
                              Edwin G. Marshall
                              Chairman and Chief Executive Officer
                              (Principal Executive Officer)


Date: August 13, 2002           /s/ Steve M. Hanni
                              --------------------------------------------------
                              Steve M. Hanni
                              Chief Financial Officer
                              (Principal Financial and Accounting Officer)




                                       16