U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB

(Mark One)
___      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

__       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 May 10, 2000, there were 155,140,798  shares of the registrant'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, 2000

                                                                           Page
                                                                          Number
Part I - Financial Information

Item 1 - Financial Statements

         Consolidated Balance Sheet:
         -March 31, 2000 and December 31, 1999                              3

         Consolidated Statement of Operations:
         -For the Three Months Ended March 31, 2000 and 1999                4

         Consolidated Statement of Cash Flow
         -For the Three Months Ended
           March 31, 2000 and 1999                                          5

         Notes to Consolidated Financial Statements                         6

Item 2 - Management's Discussion and Analysis or Plan of Operation          7

Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K                                   9






<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                      March 31, 2000 and December 31, 1999



<TABLE>
<CAPTION>
<S>                                                             <C>                   <C>
                                                                    March 31,           December 31,
                                                                      2000                  1999
                                                                ------------------    -----------------
                                                                   (Unaudited)
Cash and cash equivalents                                       $         309,495     $          4,388
                                                                ------------------    -----------------
      Total Current Assets                                                309,495                4,388
                                                                ------------------    -----------------

                                                                           19,763                5,667
                                                                ------------------    -----------------


Receivable from affiliate                                                       -                    -
                                                                ------------------    -----------------
      Total Other Assets                                                        -                    -
                                                                ------------------    -----------------

                                                                $         329,258     $         10,055
                                                                ==================    =================




Accounts payable                                                $         234,681     $        395,370
Accrued expenses                                                          316,655              527,045
Current portion of long-term obligations                                  280,491              280,491
                                                                ------------------    -----------------
      Total Current Liabilities                                           831,827            1,202,906
                                                                ------------------    -----------------


Common stock                                                              155,616              149,888
Additional paid-in capital                                             13,163,754           12,676,882
Deficit accumulated the development stage                             (13,821,939)         (14,019,621)
                                                                ------------------    -----------------
      Total Stockholders' Equity (Deficit)                               (502,569)          (1,192,851)
                                                                ------------------    -----------------

                                                                $         329,258     $         10,055
                                                                ==================    =================
</TABLE>











                             See accompanying notes.


<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
<S>                                    <C>          <C>          <C>         <C>
                                          Three        Three        Six         Six
                                         Months       Months       Months     Months
                                          Ended        Ended       Ended       Ended
                                         3/31/00      3/31/99     6/30/00     6/30/99
                                       ------------ ------------ ----------- ----------

  REVENUE                              $         -  $         -  $        -  $       -
  COST OF SALES                                  -            -           -          -
                                       ------------ ------------ ----------- ----------
    Gross Profit                                 -            -           -          -
                                       ------------ ------------ ----------- ----------

  COSTS AND EXPENSES
    Research and development                     -            -           -          -
    Depreciation and amortization              835          486
    General and administrative             210,873       26,995           -          -
                                       ------------ ------------ ----------- ----------
       Total Costs and Expenses            211,708       27,481           -          -
                                       ------------ ------------ ----------- ----------

  LOSS BEFORE OTHER INCOME (EXPENSE)      (211,708)     (27,481)          -          -
                                       ------------ ------------ ----------- ----------

  OTHER INCOME (EXPENSE)
    Restitution proceeds                   415,000            -
    Interest expense                        (5,610)      (5,610)          -          -
    Interest income                              -            -           -          -
                                       ------------ ------------ ----------- ----------
       Total Other Income(Expense)- net    409,390       (5,610)          -          -
                                       ------------ ------------ ----------- ----------

  LOSS BEFORE INCOME TAXES                 197,682      (33,091)          -          -

  INCOME TAX BENEFIT (PROVISION)                 -            -           -          -
                                       ------------ ------------ ----------- ----------

  NET INCOME (LOSS)                      $ 197,682    $ (33,091)        $ -        $ -
                                       ============ ============ =========== ==========

  NET INCOME (LOSS) PER COMMON
    SHARE
    Basic                                   $ 0.00      $ (0.00)  #DIV/0!     #DIV/0!
                                       ============ ============ =========== ==========

    Diluted                                 $ 0.00      $ (0.00)  #DIV/0!     #DIV/0!
                                       ============ ============ =========== ==========

  AVERAGE COMMON AND EQUIVALENT
    SHARES
    Basic                              155,342,465  149,074,582           -          -
                                       ============ ============ =========== ==========

    Diluted                            181,203,014  149,074,582           -          -
                                       ============ ============ =========== ==========

                                          Three        Three        Six         Six
                                         Months       Months       Months     Months
                                          Ended        Ended       Ended       Ended
                                         3/31/00      3/31/99     6/30/00     6/30/99
                                       ------------ ------------ ----------- ----------
  Net  income (loss) available to
    common shareholders                $   197,682  $   (33,091) $        -  $       -
                                       ============ ============ =========== ==========

  Weighted average shares              155,342,465  149,074,582           -          -
  Effect of dilutive securities         25,860,549            -           -          -
                                       ------------ ------------ ----------- ----------

                                       181,203,014  149,074,582           -          -
                                       ============ ============ =========== ==========

  Basic income (loss) per share (based
    on weighted average shares)        $      0.00  $     (0.00) #DIV/0!     #DIV/0!
                                       ============ ============ =========== ==========

  Diluted income (loss) per share           $ 0.00      $ (0.00) #DIV/0!     #DIV/0!
                                       ============ ============ =========== ==========
</TABLE>



                             See accompanying notes.


<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               For the Three months Ended March 31, 2000 and 1999





<TABLE>
<CAPTION>
<S>                                                            <C>                 <C>
                                                                  March 31,         March 31,
                                                                     2000             1999
                                                               -----------------   ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                         $        197,682    $      (33,091)
     Adjustments to reconcile net income (loss) to net
             cash provided by operating activities
         Depreciation and amortization                                      835               486
         Issuance of stock for services                                 272,600                 -
         Interest expense                                                 5,610             5,610
     Change in operating assets and liablilites
         Prepaid expenses and deposits                                        -                 -
         Accounts payable and other liabilities                        (376,689)            4,303
                                                               -----------------   ---------------
                                                                        100,038           (22,692)
                                                               -----------------   ---------------

CASH FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                              (14,931)                -
                                                               -----------------   ---------------
                                                               -----------------   ---------------
                                                                        (14,931)                -
                                                               -----------------   ---------------

CASH FROM FINANCING ACTIVITIES
     Proceeds from issuance of common stock                             220,000            15,556
                                                               -----------------   ---------------
                                                                        220,000            15,556
                                                               -----------------   ---------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                 305,107            (7,136)

CASH AND CASH EQUIVALENTS
     Beginning of period                                                  4,388             7,643
                                                               -----------------   ---------------
     End of period                                             $        309,495    $          507
                                                               =================   ===============

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the period for:
         Interest                                                           $ -               $ -
                                                               =================   ===============
         Income taxes                                                       $ -               $ -
                                                               =================   ===============

NON-CASH INVESTING AND FINANCING
     ACTIVITIES
     Issuance of common stock for services                            $ 272,600               $ -
                                                               =================   ===============
</TABLE>













                             See accompanying notes.


<PAGE>


                   MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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-K for the year ended  December 31, 1999.
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-month  periods ended March 31,
2000 and 1999 are not  necessarily  indicative of the results to be expected for
the full year.

2 - Income (Loss) Per Share

         Following  is a  reconciliation  of the  numerators  of the  basic  and
diluted  income  (loss) per share for the three  months ended March 31, 2000 and
1999:



                                                   Three        Three
                                                  Months       Months
                                                   Ended        Ended
                                                  3/31/00      3/31/99
                                                ------------ ------------
           Net  income (loss) available to
             common shareholders                $   197,682  $   (33,091)
                                                ============ ============

           Weighted average shares              155,342,465  149,074,582
           Effect of dilutive securities         25,860,549            -
                                                ------------ ------------

                                                181,203,014  149,074,582
                                                ============ ============

           Basic income (loss) per share (based
             on weighted average shares)        $      0.00  $     (0.00)
                                                ============ ============

           Diluted income (loss) per share      $       0.00 $     (0.00)
                                                ============ ============




3 - Capital Stock

During the quarter ended March 31, 2000,  the Company  issued  3,142,857  common
shares from the exercise of warrants at $0.07 per share. The Company also issued
2,115,000  shares and 470,000  shares for services at $0.09 per share and $0.175
per share, respectively.


<PAGE>


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

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

         The  Company  is a  development  stage  company,  primarily  engaged in
research  and  development  of ozone based  treatment  for  diseases  and health
problems caused by lipid enveloped  viruses,  including,  for example,  Acquired
Immune Deficiency  Syndrome (AIDS),  Hepatitis B, Hepatitis C and Herpes, and in
the development of technology for the  decontamination  of blood, blood products
and veterinarian serum products. The Company is also pursuing the development of
external applications of its technology for medical purposes.

         The Company has not  generated,  and cannot  predict when or if it will
generate,  significant  revenues or sufficient  cash flow to fund its continuing
operations.  It has funded its operations to date primarily  through the sale of
its  securities.  The  technology and its uses are subject to regulations of the
U.S.  Food and Drug  Administration  ("FDA")  and its  counterparts  in  foreign
countries.  The  Company  does not  intend to sell  equipment  or  supplies  for
ozone-generating purposes until it receives required government approvals.

         Testing and trials can be  conducted  on a limited  basis for  research
purposes and to establish  efficacy of machines  and  applications,  in order to
support applications for government approvals.  In November of 1997, Dr. Sunnen,
the Director of Research  (who later was  appointed  president of the Company on
April  15,  1998) was  instrumental  in  establishing  a  protocol  for Phase II
research to be performed at several leading Italian university research facility
under the auspices of the European Union. It has now been  determined,  based on
information  regarding the low toxicity levels demonstrated in earlier research,
that European Union health  authorities will accept  completion of a small-scale
Phase I clinical  study with 8-10 patients prior to starting the Phase II trial.
The Company is currently  preparing  submission  papers for a study  designed to
meet these criteria.

         The Company  also has recently  conducted  trial  treatment  studies on
eight patients  infected with Hepatitis C. This study was conducted  through the
guidance of Dr. William Hitt, a member of the Company's board of directors.  The
tests indicated significant  reductions in enzyme levels as measured by SGOT and
SGPT  standard  test  procedures  of the  patients  participating  in the study.
Enrollment  has  begun  for a new  10-12  patients  study of  Hepatitis  C, with
clinical data analyzed by an  independent  facility in Los Angeles,  California.
Testing will be conducted  prior to,  during and  following  the  completion  of
treatment and a six-week convalescence follow-up.

         In March  2000,  the  Company  received  notification  that it had been
granted a patent by the US Patent and Trademark  Office on its application for a
patent  covering the external  applications of ozone for medical  purposes.  The
patent  application,  no. 09/126,504,  had been filed on July 30, 1998. Problems
that might be addressed by such uses would  include  treatment of severe  burns,
infections  of  ulcerations  of the skin  (such as those that might be caused by
advanced  stages of diabetes) or other wounds.  In  connection  with this use of
ozone,  the  Company  has  been  granted a  US  Patent  titled  External  Use of
Ozone/Oxygen for Pathogenic  Conditions.  Foreign  applications are being
processed.

         In   addition,   the   Company   owns   patents   covering   its  ozone
decontamination  technology filed in the United States (no. 4,632,980,  December
30, 1986 and no.  5,052,382,  October 1, 1991),  and related  patents granted in
several  foreign  countries.  These  patents  form the basis  for the  Company's
technology used in the studies described above.

         The  Company  has  also  been  active  in  pursuing  veterinary  trials
investigating  the  effectiveness  of ozone in  deactivation of viruses in serum
products.  The Phase I trial on healthy serum  products was concluded in October
1999 and was deemed successful by the Company's researchers.  Dr. Sunnen expects
that a Phase II trial  should  also be  successful  based on the  results of the
first round.  The Phase II trial commenced in November and will  investigate the
deactivation rates of seven different viruses and is expected to be completed in
12 to 18 months.  If the results are  satisfactory,  the  Company  believes  its
technology  can be used in the  veterinary  medicine field to form the basis for
the creation of a line of safer and more effective vaccines.

         There is no  assurance  that the results of such tests and studies will
be favorable to the Company or that  regulatory  approval will be received based
on such results.



<PAGE>

Results of Operations

General

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

Three Months Ended March 31, 2000 compared to the Three Months Ended March
31, 1999:

         There were no sales during the  quarters  ended March 31, 2000 or 1999.
Cash of $415,000  was  provided in the first three months of 2000 by the receipt
of restitution payments from a former officer and director.  The Company made no
expenditures  for  research  and  development  in  either  period.  General  and
administrative  expenses in the first quarter of 2000 were $211,708  compared to
$27,481 during the first quarter of 1999.  These expenses  include  professional
fees, payroll, insurance costs and travel expenses.

         Interest  expense  accrued during the three months ended March 31, 2000
was $5,610, compared to $5,610 in the three months ended March 31, 1999.

Liquidity and Capital Resources

         At March 31,  2000,  the Company had a working  capital  deficiency  of
$522,332 and  stockholders'  deficiency of $502,569.  At December 31, 1999,  the
Company  had a  working  capital  deficiency  of  $1,198,518  and  stockholders'
deficiency of $1,192,851.

         Net cash provided from operating  activities was $100,038 for the three
months ended March 31, 2000.  During the three months ended March 31, 1999,  the
Company used $22,692 in operating  activities.  Cash of $415,000 was provided in
the first three  months of 2000 by the receipt of  restitution  payments  from a
former  officer  and  director  and  $220,000  was  provided  by the sale of the
Company's   securities  through  the  exercise  of  outstanding  stock  purchase
warrants.

         During the quarter ended March 31, 2000,  the Company  issued stock and
paid cash to settle  outstanding  liabilities.  These  transactions  include the
following:

               1.   Payment of $27,500 to former legal counsel of the Company to
                    retire an outstanding obligation totaling $69,392;

               2.   Payment of $15,000 and  issuance of 20,000  shares of common
                    stock  of the  Company  to  settle  an  obligation  totaling
                    $39,824 to a former legal counsel for the Company; and

               3.   Payment of $40,000 and issuance of 100,000  shares of common
                    stock  to  the  Company's   patent   counsel  to  settle  an
                    outstanding bill of $102,000.

         The Company will continue to require additional funding to enable it to
fund  research  necessary to make the  appropriate  regulatory  application  and
continue  operations.  It is  expected  that these funds will be provided by the
sale of the Company's securities.

         The Company has developed a strategy,  which it believes will enable it
to fund requisite research  necessary to gain regulatory  approvals and continue
operations. This strategy depends upon the sale of the Company's common stock or
other  securities  to  certain  accredited  investors.   The  Company  has  also
structured and recently  implemented a cohesive  scientific plan  encompassing a
number of research initiatives,  which it believes may enable it to successfully
achieve its primary  goals.  Those goals include the  submission of  appropriate
research  data to the FDA Center for Drugs and Biologics for the approval of its
blood decontamination process and to the FDA Division of Antiviral Drug Products
for approval of Phase I human  clinical  trial status for the  treatment of AIDS


<PAGE>

and Hepatitis. There can be no assurance that either the funding strategy or the
scientific plan will be successful.  Failure to obtain  requisite  funding would
have a materially adverse effect on the Company and its financial condition.

         The  Company  recognizes  that,  if it is  unable  to raise  additional
capital, it 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 the Company's  expectations,
hopes, beliefs, anticipations,  commitments, intentions and strategies regarding
the  future.  They may be  identified  by the use of words  or  phrases  such as
"believes,"  "expects,"   "anticipates,"  "should,"  "plans,"  "estimates,"  and
"potential,"  among  others.  Forward-looking  statements  include,  but are not
limited to,  statements  contained in  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations  regarding the Company's financial
performance, revenue and expense levels in the future and the sufficiency of its
existing assets to fund future  operations and capital  spending  needs.  Actual
results  could  differ   materially  from  the  anticipated   results  or  other
expectations  expressed  in such  forward-looking  statements  for  the  reasons
detailed in the Company's Annual Report on Form 10-K for the year ended December
31, 1999 under the headings  "Description  of Business" and "Risk  Factors." The
fact that some of the risk  factors may be the same or similar to the  Company's
past reports filed with the Securities and Exchange  Commission  means only that
the risks are present in multiple periods. The Company believes that many of the
risks  detailed here and in the Company's SEC filings are part of doing business
in the  industry in which the Company  operates  and competes and will likely be
present in all periods reported.  The fact that certain risks are endemic to the
industry  does not lessen their  significance.  The  forward-looking  statements
contained  in this report are made as of the date of this Report and the Company
assumes no obligation to update them or to update the reasons why actual results
could differ from those  projected  in such  forward-looking  statements.  Among
others,  risks  and  uncertainties  that  may  affect  the  business,  financial
condition,  performance,  development,  and results of operations of the Company
include:

|X|  rigorous  government  scrutiny and  regulation  of the products and planned
products of the Company;  |X| potential effects of adverse  publicity  regarding
ozone and  related  technologies  or  industries;  |X| failure of the Company to
sustain or manage growth including the failure to continue to develop new

     products; and
|X|      the ability of the Company to obtain needed financing.


                           Part II - Other Information

Item 1 - Legal Proceedings

         On  December  3,  1999,  the  Company  filed a  complaint  in the Third
Judicial District Court of Salt Lake County,  Utah (Civil No. 990912073) against
its former Chief Financial Officer, Arthur P. Bergeron.  Among other things, the
complaint filed by the Company sought a declaration from the court regarding the
enforceability of Mr. Bergeron's  employment contract,  the right of the Company
to terminate his  employment  and other relief.  On April 14, 2000,  the parties
entered into a settlement agreement, under the terms of which the Company agreed
to withdraw its complaint  with  prejudice and paid Mr.  Bergeron  $35,000.  Mr.
Bergeron  waived any  further  claim for wages or other  compensation  under his
employment  agreement and consented to the  cancellation of 2,000,000  shares of
common stock issued to him during the tenure of the Company's  former  President
and CEO, Joseph R. Latino.  Both parties  executed mutual releases of all claims
against each other.

         Following  the takeover  and  management  change of June 12, 1997,  new
management learned that there had been serious irregularities and possible fraud
perpetrated upon the Company by the former  President & CEO, Mr. Latino.  As the
seriousness of those past events became more evident,  management  presented the
information  it had gathered to the New York District  Attorney's  Office.  That
office commenced a criminal  investigation  that ultimately  resulted in charges
being brought against Mr. Latino.  On January 25, 2000, Mr. Latino was sentenced
to serve 1.5 to 4.5 years  and pay  restitution  in the  amount of  $415,869  to
Medizone  under a plea bargain that  dropped all felony  charges  except for one
count of Grand Larceny in the Second Degree.



<PAGE>

Item 6 - Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.               Description

                  27                        Financial Data Schedule


<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/ Kevin R. Andersen
                                           ---------------------

                                           Kevin R. Andersen, Chief Financial
                                           Officer(Principal Accounting Officer)



May 12, 2000