UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

X    QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  For the quarterly period ended March 31, 2005

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

          For the transition period from __________ to ____________

Commission File Number 2-93277-D

                          MEDIZONE INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)

Nevada                                      87-0412648
(State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)



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

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



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 [ ]

At June 14, 2005, there were 161,170,387 shares of the issuer's common stock
issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [  ] No [X]



<PAGE>


                          MEDIZONE INTERNATIONAL, INC.
                                   FORM 10-QSB


                                      INDEX
                                 March 31, 2005


                                                                      Page
                                                                      Number

Part I -- Financial Information


Item 1 -- Financial Statements


           Consolidated Balance Sheets:
         March 31, 2005 (Unaudited) and December 31, 2004.................1

            Consolidated Statements of Operations (Unaudited):
         For the Three Months Ended March 31, 2005 and 2004...............2

        Consolidated Statements of Cash Flow (Unaudited)
         For the Three Months Ended March 31, 2005 and 2004...............3

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

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

Item 3 -- Controls and Procedures.........................................10


Part II -- Other Information

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

Item 2 -- Changes in Securities...........................................10

Item 3 -- Defaults by the Company on its Senior Securities................11

Item 4 -- Submission of Matter to a Vote of Security Holders..............11

Item 5 -- Other Information...............................................11

Item 6 -- Exhibits........................................................11

Signatures................................................................12




<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
                        ASSETS
                                                                                      March 31,         December 31,
                                                                                        2005                   2004
                                                                                 --------------------   --------------------
                                                                                     (Unaudited)
CURRENT ASSETS

<S>                                                                              <C>                    <C>
      Cash                                                                       $                69    $               250
                                                                                 --------------------   --------------------

          Total Current Assets                                                                    69                    250
                                                                                 --------------------   --------------------

PROPERTY AND EQUIPMENT (Net)                                                                       -                      -
                                                                                 --------------------   --------------------

OTHER ASSETS

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

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

          TOTAL ASSETS                                                           $                69    $               250
                                                                                 ====================   ====================

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

      Accounts payable                                                           $           755,667    $           730,650
      Due to shareholders                                                                     17,128                 17,128
      Stock deposits                                                                           5,000                  5,000
      Accrued expenses                                                                     1,681,255              1,632,102
      Notes payable                                                                          280,491                280,491
                                                                                 --------------------   --------------------

          Total Current Liabilities                                                        2,739,541              2,665,371
                                                                                 --------------------   --------------------

          Total Liabilities                                                                2,739,541              2,665,371
                                                                                 --------------------   --------------------

STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock, 250,000,000 shares authorized of $0.001
       par value, 161,170,387 shares issued
       and outstanding                                                                       161,170                161,170
      Additional paid-in capital                                                          15,801,375             15,801,375
      Deficit accumulated during the development stage                                   (18,702,017)           (18,627,666)
                                                                                 --------------------   --------------------

          Total Stockholders' Equity (Deficit)                                            (2,739,472)            (2,665,121)
                                                                                 --------------------   --------------------

          TOTAL LIABILITIES AND STOCKHOLDERS'
           EQUITY (DEFICIT)                                                      $                69    $               250
                                                                                 ====================   ====================
</TABLE>



        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       1

<PAGE>


                 MEDIZONE INTERNATIONAL, INC., AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                          From Inception
                                                                                For the                   on January 31,
                                                                          Three Months Ended               1986 Through
                                                                                March 31,                    March 31,
                                                                 -------------------------------------
                                                                       2005               2004                 2005
                                                                 ------------------ ------------------  --------------------

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

EXPENSES

      Cost of sales                                                              -                  -               103,790
      Research and development                                                   -                  -             2,685,788
      General and administrative                                            68,437             94,363            14,261,969
      Expense on extension of warrants                                           -                  -             1,866,857
      Bad debt expense                                                           -                  -                48,947
      Depreciation and amortization                                              -                962                47,996
                                                                 ------------------ ------------------  --------------------

          Total Expenses                                                    68,437             95,325            19,015,347
                                                                 ------------------ ------------------  --------------------

          Loss from Operations                                             (68,437)           (95,325)          (18,881,998)
                                                                 ------------------ ------------------  --------------------

OTHER INCOME (EXPENSES)

      Minority interest in loss                                                                                      26,091
      Other income                                                                                                   19,780
      Gain on sale of subsidiary                                                                                    208,417
      Interest expense                                                      (5,914)            (5,914)             (969,045)
                                                                 ------------------ ------------------  --------------------

          Total Other Income (Expenses)                                     (5,914)            (5,914)             (714,757)
                                                                 ------------------ ------------------  --------------------

LOSS BEFORE EXTRAORDINARY ITEMS                                            (74,351)          (101,239)          (19,596,755)
                                                                 ------------------ ------------------  --------------------

EXTRAORDINARY ITEMS

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

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

NET LOSS                                                         $         (74,351) $        (101,239)  $       (18,702,017)
                                                                 ================== ==================  ====================

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

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                             161,170,387        161,170,387
                                                                 ================== ==================
</TABLE>


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

                                        2


<PAGE>



                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                          From Inception
                                                                                                          on January 31,
                                                                     For the Three Months Ended            1986 Through
                                                                                 March 31,                    March 31,
                                                               ---------------------------------------
                                                                       2005                 2004               2005
                                                               ---------------------   ---------------  --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                            <C>                     <C>              <C>
Net loss                                                       $            (74,351)   $     (101,239)  $       (18,702,017)
Adjustments to reconcile net loss to net cash
 used in operating activities:
     Depreciation and amortization                                                -               962                47,996
     Stock issued for services                                                    -                 -             3,131,916
     Expense for extension of warrants below
      market value                                                                -                 -             1,866,857
     Bad debt expense                                                             -                 -                48,947
     Minority interest in loss                                                    -                 -               (26,091)
     Loss on disposal of assets                                                   -                 -               693,752
     Gain on settlement of debt                                                   -                 -              (188,510)
     Gain on lawsuit settlement                                                   -                 -              (415,000)
Changes in assets and liabilities:
     (Increase) decrease in prepaid expenses
      and deposits                                                                -                 -               (48,947)
     Increase (decrease) in accounts payable                                 25,017            10,795             1,150,197
     Increase (decrease) in accrued expenses                                 49,153            86,921             2,104,278
                                                               ---------------------   ---------------  --------------------

         Net Cash Used by Operating Activities                                 (181)           (2,561)          (10,336,622)
                                                               ---------------------   ---------------  --------------------

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                                                               -                 -                     -
     Proceeds from lawsuit settlement                                             -                 -               415,000
     Principal payments on notes payable                                          -                 -              (192,774)
     Cash received from notes payable                                             -                 -             1,129,518
     Advances from shareholders                                                   -             1,670                28,471
     Payment on shareholder advances                                              -                 -                (6,057)
     Capital contributions                                                        -                 -               421,847
     Stock issuance costs                                                         -                 -              (105,312)
     Increase in minority interest                                                -                 -                14,470
     Increase in stock deposits                                                   -                 -                 5,000
     Issuance of common stock for cash                                            -                 -             8,674,522
                                                               ---------------------   ---------------  --------------------

         Net Cash Provided by Financing Activities                                -             1,670            10,384,685
                                                               ---------------------   ---------------  --------------------

NET INCREASE (DECREASE) IN CASH                                                (181)             (891)                   69

CASH AT BEGINNING OF PERIOD                                                     250               957                     -
                                                               ---------------------   ---------------  --------------------

CASH AT END OF PERIOD                                          $                 69    $           66   $                69
                                                               =====================   ===============  ====================
</TABLE>



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

                                       3

<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                          From Inception
                                                                                                          on January 31,
                                                                     For the Three Months Ended            1986 Through
                                                                     March 31,                               March 31,
                                                               ---------------------------------------
                                                                       2005                 2004               2005
                                                               ---------------------   ---------------  --------------------

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

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

NON-CASH FINANCING ACTIVITIES

         Stock issued for services                             $                  -    $            -   $         3,131,916
         Stock issued for conversion of debt                   $                  -    $            -   $         4,139,230
         Stock issued for license agreement and patent         $                  -    $            -   $           693,752
</TABLE>


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

                                       4

<PAGE>




                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2005 and December 31, 2004



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,
               2004. 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,
               2005 and 2004 are not necessarily indicative of the results to be
               expected for the full year.

NOTE 2 -      LOSS PER SHARE

               Following is information relative to the computation of basic and
               diluted  loss per share for the three months ended March 31, 2005
               and 2004:

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                   Three Months Ended
                                                                                          March 31,
                                                                            --------------------------------------
                                                                                    2005                2004
                                                                            ------------------  ------------------
<S>                                                                         <C>                 <C>
              Net loss available to
               common shareholders                                          $        (74,351)   $        (101,239)
                                                                            ==================  ==================

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

                                                                                 161,170,387          161,170,387
                                                                            ==================  ==================
              Basic loss per share (based
               on weighted average
               shares)                                                      $          (0.00)   $           (0.00)
                                                                            ==================  ==================
</TABLE>

               Common  stock  equivalents,  consisting  of warrants and options,
               have not been  included  in the  calculation  as their  effect is
               antidilutive for the periods presented.

                                       5
<PAGE>


                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2005 and December 31, 2004


NOTE 3 -      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,
               2005,   which  have  resulted  in  an   accumulated   deficit  of
               $18,702,017  at March  31,  2005.  The  Company  does not have an
               established  source of funds  sufficient  to cover its  operating
               costs, has a working capital deficit of approximately $2,739,000,
               and  has  relied   exclusively  on  debt  and  equity  financing.
               Accordingly,  there is  substantial  doubt  about its  ability to
               continue  as a going  concern.  Continuation  of the Company as a
               going concern is dependent  upon  obtaining  additional  capital,
               obtaining  the  requisite   approvals  from  the  Food  and  Drug
               Administration   ("FDA")   and/or  the  European  Union  for  the
               marketing   of   ozone-related   products  and   equipment,   and
               ultimately,  upon the Company's attaining profitable  operations.
               The Company will require a substantial amount of additional funds
               to  complete  the  development  of  its  products,  to  establish
               manufacturing   facilities,   to  build  a  sales  and  marketing
               organization,  and to fund additional  losses,  which the Company
               expects to incur over the next  several  years.  However,  if the
               Company is unsuccessful  in raising  necessary  capital,  it will
               most likely be forced to cease operations.

               Because  ozone-generation  for the purposes of  interfacing  with
               blood and  blood  products  is  regarded  as a new drug  delivery
               system, the Company is precluded from selling or distributing its
               drug  or the  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.







                                       6


<PAGE>





                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2005 and December 31, 2004

NOTE 3 -  GOING CONCERN (Continued)

               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.

               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.

                                       7

<PAGE>



                  MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
                         ( A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2005 and December 31, 2004

NOTE 4 -      OUTSTANDING WARRANTS AND OPTIONS

               On January  25,  2005,  February  17, 2005 and again on March 24,
               2005,  the Board of Directors of the Company agreed to extend the
               expiration  date on certain  outstanding  warrants and options to
               purchase common stock. At March 31, 2005, the following  warrants
               were outstanding:

<TABLE>
<CAPTION>
                                                                                      New Dates
               Warrants/Options                       Exercise Price                 of Expiration
              ----------------------               ---------------------         ------------------------
<S>                        <C>                     <C>                           <C>
                             750,000               $       0.20                  June 30, 2005
                             250,000               $       0.20                  June 30, 2005
                             400,000               $       0.15                  June 30, 2005
                             166,666               $       0.15                  June 30, 2005
                             555,555               $       0.18                  June 30, 2005
                             250,000               $       0.55                  June 30, 2005
                           1,000,000               $       0.10                  June 30, 2005
                             250,000               $       0.10                  June 30, 2005
                             400,000               $       0.05                  June 30, 2005
                             100,000               $       0.05                  June 30, 2005
                             165,000               $       0.05                  June 30, 2005
                             200,000               $       0.05                  November 9, 2005
                           2,000,000               $       0.40                  December 26, 2008
                             409,075               $       0.02                  June 21, 2006
                             125,000               $       0.02                  August 23, 2006
                              83,333               $       0.03                  November 12, 2006
</TABLE>

               The  Company  estimates  the fair  value of each  stock  award or
               expiration extension at the grant date or extension date by using
               the Black-Scholes option pricing model pursuant to FASB Statement
               123,  "Accounting  for  Stock-Based   Compensation".   Under  the
               provisions of SFAS 123, no additional expense was recorded at the
               above  dates under the  Black-Scholes  option  pricing  model for
               these warrant and option extensions.

NOTE 5 -      COMMITMENTS AND CONTINGENCIES

               The Company is subject to certain claims and lawsuits  arising in
               the normal  course of  business.  In the  opinion of  management,
               uninsured losses, if any, resulting from the ultimate  resolution
               of these matters will not have a material effect on the Company's
               financial position, results of operations, or cash flows.



                                       8

<PAGE>



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


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


         Medizone International, Inc., a Nevada corporation ("Medizone"),
organized in 1986, is a development stage company. To date our principal
business has been limited to (i) seeking regulatory approval of a precise
mixture of ozone and oxygen called MEDIZONE(R) (sometimes referred to in this
report as the "Drug"), and our process of inactivating lipid enveloped viruses
for the intended purpose of decontaminating blood and blood products and
assisting in the treatment of certain diseases; and (ii) developing or acquiring
the related technology and equipment for the medical application of our
products, including our drug production and delivery system (the "Medizone
Technology").


         The Drug is intended to be used as a therapeutic drug in humans to
inactivate certain viruses, and thereby afford a treatment for certain viral
diseases including Human Immunodeficiency Virus (the AIDS-related virus),
Hepatitis B, Hepatitis C, Epstein-Barr, herpes, and cytomegalovirus, and to
decontaminate blood and blood products.


Results of Operations


         From its inception in January 1986, Medizone International has been a
development stage company primarily engaged in research into the medical uses of
ozone. We have not generated, and cannot predict when or if we will generate,
revenues or sufficient cash flow to fund our continuing operations. If we fail
to obtain additional funding, 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, 2005 and 2004


         There were no sales during the quarters ended March 31, 2005 or 2004.
We made no expenditures for research and development during the quarters ended
March 31, 2005 and 2004. Since inception we have spent a total of $2,685,788 for
research and development.


         General and administrative expenses in the quarter ended March 31,
2005, were $68,437 compared to $94,363 during the same period in 2004. These
expenses include professional fees, payroll, insurance costs, and travel
expenses.


         Interest expense accrued during the three months ended March 31, 2005
and 2004 was $5,914 for both periods.


Liquidity and Capital Resources


         At March 31, 2005, we had a working capital deficiency of $2,739,472
and stockholders' deficit of $2,739,472. At December 31, 2004, we had a working
capital deficiency of $2,665,121 and stockholders' deficit of $2,665,121.


         Net cash used in operating activities during the three months ended
March 31, 2005 was $181. During the three months ended March 31, 2004, there was
net cash used in operating activities of $2,561. Cash of $1,670 was provided in
the first three months of 2004 from shareholder advances.


         The Company continues to require additional funding to enable it to
operate and to fund research necessary to make appropriate regulatory
applications and continue operations. We expect that these funds will be
provided by the sale of our securities. Because we have no current significant
operations, have an operating loss, and are dependent on financing to continue
operations, our financial statements contain a going concern qualification. If
we are unable to raise additional capital, it will be necessary to 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

                                       9
<PAGE>

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, 2004 under the headings "Description of Business" and "Risk
Factors." The fact that some of the risk factors may be the same or similar to
past reports filed with the Securities and Exchange Commission means only that
the risks are present in multiple periods. We believe that many of the risks
detailed here and in our SEC filings are part of doing business in the industry
in which we operate and compete and will likely be present in all periods
reported. The fact that certain risks are endemic to the industry does not
lessen their significance. The forward-looking statements contained in this
report are made as of the date of this Report and we assume no obligation to
update them or to update the reasons why actual results could differ from those
projected in such forward-looking statements. Among others, risks and
uncertainties that may affect our business, financial condition, performance,
development, and results of operations include:

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

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

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

     o    The ability to obtain needed financing.


Item 3.    Controls and Procedures

         Our principal executive and principal financial officers have
participated with management in the evaluation of effectiveness of the controls
and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the
Exchange Act as of the end of the period covered by this report. Based on that
evaluation, our principal executive and principal financial officers believe
that our disclosure controls and procedures (as defined in Rule 13a-15(e) or
Rule 15d-15(e) under the Exchange Act) are effective as of the end of the period
covered by the report. There have been no changes in our internal controls that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting during the period covered by this
report.

                          Part II -- Other Information
Item 1.     Legal Proceedings

         Refer to the summaries of certain pending litigation against the
Company contained in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004. There were no material developments during the quarter
ended March 31, 2005 relative to these pending matters.

Item 2.    Changes in Securities

None.

Item 3.     Defaults by the Company on its Senior Securities

None.

Item 4.      Submission of Matters to a Vote of Security Holders

None.

Item 5.      Other Information

None

Item 6.  Exhibits

(a)  Exhibits. The following exhibits are filed herewith pursuant to Rule 601 of
     Regulation S-B or are incorporated by reference to previous filings.

Exhibit #         Description

     2    Agreement and Plan of Reorganization dated March 12, 1986 (2)

     3.1  Articles of Incorporation of Company (2)

                                       10

<PAGE>

     3.2  Bylaws (2)

     3.3  Articles of Amendment to Company's Articles of Incorporation (3)

     10.1 Loan agreement  with Messrs.  McGrath and Watrous dated as of November
          16, 1992 (4)

     10.2 Loan  Agreements  between  Medizone and John Kells,  George Handel and
          John Pealer, executed as of June 11, 1993 (and promissory notes) (4)

     10.3 Agreement  for Sale and  Purchase  of Shares in  Medizone  New Zealand
          Limited between Richard G. Solomon and Medizone  International,  Inc.,
          dated June 22, 1995 (5)

     10.4 Shareholders'  Agreement  relating  to Medizone  New  Zealand  Limited
          between and among Solwin Investments Limited,  Medizone International,
          Inc. and Medizone New Zealand Limited, dated June 22, 1995 (5)

     10.5 Licensing  Agreement  between  Medizone  International,  Inc. and MNZ,
          dated June 22, 1995 (5)

     10.6 Managing Agent  Agreement  between  Medizone  International,  Inc. and
          Medizone New Zealand Limited, dated June 22, 1995 (5)

     10.7 Funding commitment letter from Groundell Trust (6)

     10.8 Letter re: change in certifying accountants (6)

     31.1 Certification  of President and Chief Executive  Officer under Section
          302 of Sarbanes-Oxley Act of 2002

     31.2 Certification  of  Chief  Financial   Officer  under  Section  302  of
          Sarbanes-Oxley Act of 2002

     32   Certifications under Section 906 of Sarbanes-Oxley Act of 2002



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

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

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

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

     (5)  Incorporated  by reference to current  report on Form 8-K,  dated June
          22, 1995.

     (6)  Incorporated  by  reference  to annual  report on Form  10-KSB for the
          period ended December 31, 2001.








                                   SIGNATURES

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

                MEDIZONE INTERNATIONAL, INC.
                Registrant)


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


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


June 14, 2005




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