UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 12b-25
                       NOTIFICATION OF LATE FILING

(Check one): ___ Form 10-KSB __ Form 20-F  X Form 10-QSB __ Form N-SAR
                                          ---
                  For period ended: March 31, 2001

                  [ ] Transition Report on Form 10-K and Form 10-KSB
                  [ ] Transition Report on Form 20-F
                  [ ] Transition Report on Form 11-K
                  [ ] Transition Report on Form 10-Q and Form 10-QSB
                  [ ] Transition Report on Form N-SAR

                  For the transition period ended: _____________________________

SEC File Number 2-93277-D

CUSIP Number - 58501310

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:__________________________________

                         PART I-REGISTRANT INFORMATION

MEDIZONE INTERNATIONAL, INC.
- --------------------------------------
Full Name of Registrant

144 Buena Vista
Stinson Beach, CA 94970
(415) 868-0300
- --------------------------------------
Address and telephone number of
principal executive office

                        PART II-RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)

[ ]      (a)      The reasons  described in  reasonable  detail in Part III of
                  this form could not be eliminated  without  unreasonable
                  effort or expense;

[X]      (b)      The subject annual report, semi-annual report, transition
                  report on Forms 10-K, 10-KSB, 20-F, 11-K, or Form N-SAR, or
                  portion thereof will be filed on or before the 15th calendar
                  day following the prescribed due date; or the subject
                  quarterly report or transition report on Form 10-Q, 10-QSB, or
                  portion thereof will be filed on or before the fifth calendar
                  day following the prescribed due date; and

[ ]      (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.


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                               PART III-NARRATIVE

         State below in reasonable detail the reasons why the Form 10-K, 10-KSB,
11-K, 20-F 10-Q, 10-QSB, N-SAR or the transition report portion thereof, could
not be filed within the prescribed time period.

         The quarterly report of the registrant on Form 10-QSB could not be
         filed because management requires additional time to compile and verify
         the data required to be included in the report.

                           PART IV-OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification.

   Kevin R. Andersen                    (801)             486-0096
        (Name)                        (Area Code)    (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) or
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the preceding 12 months (or for such shorter
         period that the registrant was required to file such report(s)) been
         filed? If the answer is no, identify report(s).
                                                                 X  Yes    __ No
                                                                ---
(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?

                                                              __ Yes       X  No
                                                                             ---

                  If so: attach an explanation of the anticipated change, both
                  narratively and quantitatively, and, if appropriate, state the
                  reasons why a reasonable estimate of the results cannot be
                  made.





















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                         MEDIZONE INTERNATIONAL, INC.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.



Date   May 15, 2001                       By:  /s/ Edwin G. Marshall
                                             ---------------------------------
                                             Edwin G. Marshall, CEO