10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number: 2-93277-D

MEDIZONE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

4000 Bridgeway, Suite 401, Sausalito, California  94965

(Address of principal executive offices, Zip Code)

(415) 331-0303

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ   No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨   No þ

As of April 30, 2015, the registrant had 351,334,068 shares of common stock issued and outstanding.

MEDIZONE INTERNATIONAL, INC.

FORM 10-Q

TABLE OF CONTENTS

March 31, 2015

		Page No.
Part I — Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets: March 31, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	5
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
Part II — Other Information
Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
Signatures		16

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

	March 31,			December 31,
	2015			2014 (1)
ASSETS
Current Assets:
Cash	$	33,003		$	140,496
Inventory		265,234			265,234
Prepaid expenses		68,749			60,705
Total Current Assets		366,986			466,435
Property and equipment, net		726			830
Other Assets:
Trademark and patents, net		203,690			208,073
Lease deposit		4,272			4,272
Total Other Assets		207,962			212,345
Total Assets	$	575,674		$	679,610
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	445,033		$	470,147
Accounts payable – related parties		228,109			233,109
Accrued expenses		524,002			516,434
Accrued expenses – related parties		1,978,591			1,928,659
Customer deposits		30,000			30,000
Other payables		224,852			224,852
Notes payable		305,950			298,241
Total Current Liabilities		3,736,537			3,701,442
Stockholders’ Deficit:
Preferred stock, $0.00001 par value: 50,000,000 shares authorized;     no shares issued or outstanding		-			-
Common stock, $0.001 par value; 395,000,000 shares authorized;     349,334,068 and 346,034,068 shares outstanding, respectively		349,334			346,034
Additional paid-in capital		30,301,585			30,052,656
Accumulated other comprehensive loss		(39,867	)		(58,098	)
Accumulated deficit		(33,771,915	)		(33,362,424	)
Total Stockholders’ Deficit		(3,160,863	)		(3,021,832	)
Total Liabilities and Stockholders’ Deficit	$	575,674		$	679,610

(1) The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.

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

3

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

	For the Three Months Ended March 31,
	2015			2014
Revenues	$	-		$	-
Operating Expenses:
Cost of revenues		-			-
General and administrative		312,832			289,531
Research and development		77,233			87,071
Depreciation and amortization		13,030			11,905
Total Operating Expenses		403,095			388,507
Loss from Operations		(403,095	)		(388,507	)
Interest expense		(6,396	)		(6,376	)
Net Loss		(409,491	)		(394,883	)
Other comprehensive gain on foreign   currency translation		18,231			514
Total Comprehensive Loss	$	(391,260	)	$	(394,369	)
Basic and Diluted Net Loss per Common Share	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		347,259,624			324,076,274

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

4

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

	For the Three Months Ended
	March 31,
	2015			2014
Cash Flows from Operating Activities:
Net loss	$	(409,491	)	$	(394,883	)
Adjustments to reconcile net loss to net cash  used in operating activities:
Depreciation and amortization		13,030			11,905
Stock-based compensation expense		81,229			28,427
Changes in operating assets and liabilities:
Prepaid expenses		22,954			14,162
Accounts payable and accounts payable – related parties		(30,112	)		(18,894	)
Accrued expenses and accrued expenses – related parties		57,500			3,914
Net Cash Used in Operating Activities		(264,890	)		(355,369	)
Cash Flows from Investing Activities:
Cost of registering patents		(8,543	)		(10,860	)
Net Cash Used in Investing Activities		(8,543	)		(10,860	)
Cash Flows from Financing Activities:
Principal payments on notes payable		(23,291	)		(20,965	)
Issuance of common stock for cash		171,000			1,049,250
Net Cash Provided by Financing Activities		147,709			1,028,285
Effect of Foreign Currency Exchange Rates		18,231			514
Net (decrease) increase in cash		(107,493)			662,570
Cash as of beginning of the period		140,496			81,856
Cash as of end of the period	$	33,003		$	744,426

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

5

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)

	For the Three Months Ended
	March 31,
	2015		2014
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	482	$	462
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Financing of insurance policies	$	31,000	$	27,169

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

6

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 1     BASIS OF PRESENTATION

The financial information of Medizone International, Inc., a Nevada corporation (the “Company”) included herein is unaudited and has been prepared consistent with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all information and notes required by US GAAP for complete financial statements. These notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014. 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 presentation of results for the interim periods presented. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

NOTE 2     CANADIAN FOUNDATION FOR GLOBAL HEALTH

In late 2008, the Company assisted in the formation of the Canadian Foundation for Global Health (“CFGH”), a not-for-profit foundation based in Ottawa, Canada. The Company helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of the Company’s technology to as many in need as possible.

Accounting standards require a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests, which are the ownership, contractual, or other financial interests in the entity. In addition, a legal entity may be considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties. If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate its financial statements with those of the VIE. The Company determined that CFGH met the requirements of a VIE effective upon the first advance to CFGH on February 12, 2009. Accordingly, the financial statements of CFGH have been consolidated with those of the Company for all periods presented.

NOTE 3     BASIC AND DILUTED NET LOSS PER COMMON SHARE

The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the periods as follows:

	For the Three Months Ended
	March 31,
	2015			2014
Numerator: Net loss	$	(409,491	)	$	(394,883	)
Denominator: Weighted average number of common shares outstanding		347,259,624			324,076,274
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

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

NOTE 4     GOING CONCERN

The Company’s consolidated financial statements are prepared using US GAAP 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, 2015, which have resulted in an accumulated deficit of $33,771,915 as of March 31, 2015.  The Company does not have funds sufficient to cover its operating costs for the next 12 months, has a working capital deficit of $3,369,551, and has relied exclusively on debt and equity financing.  Accordingly, there is substantial doubt about its ability to continue as a going concern.

7

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 4    GOING CONCERN (continued)

Continuation of the Company as a going concern is dependent upon future revenues, obtaining additional capital and ultimately, upon the Company’s attaining profitable operations.  The Company will require substantial additional funds to complete the continued development of its products and product manufacturing, and to fund expected additional losses, until revenues are sufficient to cover the Company’s operating expenses.  If the Company is unsuccessful in obtaining the necessary additional funding, it will be forced to substantially reduce or cease operations.

The Company believes that it will need approximately $1,500,000 over the next 12 months for continued production manufacturing and related activities, research, development, and marketing activities, as well as for general corporate purposes.  

During 2014, the Company raised a total of $1,604,250 through the sale of 23,978,572 shares of common stock at prices ranging from $0.05 to $0.085 per share, which funds have been used to keep the Company current in its public reporting obligations and to pay certain other corporate obligations including the costs of development for its hospital disinfection system.  During the three months ended March 31, 2015, the Company raised a total of $171,000 through the sale of 3,300,000 shares of common stock at prices ranging from $0.05 to $0.07 per share.  The Company believes it will be able to raise additional funds from some of the same investors who have purchased shares from 2009 to 2015, although there can be no assurance that these investors will purchase additional shares.  

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 this uncertainty.

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 consolidated financial position, results of operations, or cash flows.

Litigation

Rakas vs. Medizone International, Inc. - A former consultant brought this action against the Company claiming the Company had failed to pay consulting fees under a consulting agreement.  In September 2001, the parties agreed to settle the matter for $25,000.  The Company, however, did not have the funds to pay 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 been unable to post the required bond amount as of the date of this report.  Therefore, the Company has recorded, as part of accounts payable, the original default judgment in the amount of $143,000, plus fees totaling $21,308, as of March 31, 2015 and December 31, 2014.  The Company intends to contest the judgment if and when it is able to in the future.

Other Payables

As of March 31, 2015 and December 31, 2014, the Company has $224,852 of past due payables for which the Company has not received invoices or demands for over 10 years.  Although management of the Company does not believe that the amounts will be required to be paid, the amounts are recorded as other payables until such time as the Company is certain that no liability exists and until the statute of limitations has expired.

Operating Leases

The Company operates a certified laboratory located at Innovation Park, Queen’s University in Kingston, Ontario, Canada, which provides a primary research and development platform.  The lease term is month-to-month with a monthly lease payment of $1,375 Canadian dollars (“CD”) plus the applicable goods and services tax (“GST”).  Leases for a second laboratory space for full scale room testing and a storage unit are on a month-to-month basis with a monthly lease payment of CD$1,375 and CD$475, respectively, plus the applicable GST.  

The Company has a corporate office lease with monthly payments of approximately $2,300 through December 31, 2015.

8

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 6     COMMON STOCK OPTIONS

In May 2012, the Company granted options for the purchase of 1,000,000 shares of common stock to a consultant for distribution channel related services to be performed.  Options totaling 550,000 shares have vested as of March 31, 2015 and the remaining options will vest on the date certified by the Company as the date that certain other milestones are achieved.  The options have an exercise price of $0.17 per share, and are exercisable for up to five years. The Company recognized no expense in connection with these options during the three months ended March 31, 2015. The Company will measure and begin recognizing the remaining expense, when the achievement of the required milestones becomes probable.

In August 2013, the Company granted options for the purchase of 250,000 shares of common stock to a consultant, of which 50,000 were immediately vested.  These options are exercisable at $0.10 per share for five years from the date of grant and are fully vested as of March 31, 2015.  The Company recognized expense of $17,660 during the three months ended March 31, 2015, as milestones were achieved for the remaining 200,000 options.

On February 26, 2014, the Company granted to a new director options for the purchase of 2,000,000 shares of common stock, with an exercise price of $0.1095 per share.  Of these options, 1,000,000 vested on February 26, 2015 and the remaining 1,000,000 options will vest upon the successful achievement of certain milestones.  Unvested options vest immediately in the event of a change in control of the Company.  The options are exercisable for five years. The Company recognized $16,017 of expense in connection with these options during the three months ended March 31, 2015. Also, the Company will measure and begin recognizing the remaining expense when the achievement of the required milestones becomes probable.

On February 26, 2014, the Company granted options to six consultants and service providers for the purchase of a total of 250,000 shares of common stock at an exercise price of $0.1095 per share.  Options for 200,000 shares vested immediately upon grant and options for the remaining 50,000 shares vested on January 9, 2015.  The options are exercisable for five years. The grant date fair value of these options was $24,023. The Company recognized expense of $800 in connection with these options during the three months ended March 31, 2015.

On April 30, 2014, the Company granted options for the purchase of a total of 1,350,000 shares of common stock for services rendered, as follows:  250,000 shares to each of four directors of the Company, 100,000 shares to each of two consultants, and 75,000 shares each to a consultant and an employee of the Company.  All options vested upon grant, have an exercise price of $0.163 per share, and are exercisable for up to five years.  The total value of these options at the date of grant was $193,234, which the Company recognized as expense during the three months ended June 30, 2014.

On May 6, 2014, the Company granted options to a consultant for the purchase of 100,000 shares of common stock at an exercise price of $0.19 per share.  Options for 50,000 shares vested immediately upon grant and options for the remaining 50,000 shares vested during the three months ended March 31, 2015 when certain milestones were achieved.  The options are exercisable for five years. The Company recognized expense of $8,342 in connection with these options during the three months ended March 31, 2015.

On August 15, 2014, the Company granted options to a consultant for the purchase of 75,000 shares of common stock at an exercise price of $0.13 per share.  The shares will vest when certain required milestones are achieved.  The options are exercisable for five years.  The Company will measure and begin recognizing expense when the achievement of the required milestones becomes probable.

On August 15, 2014, the Company granted options for services rendered to a director of the Company for the purchase of 1,000,000 shares of common stock at an exercise price of $0.13 per share.  These options vested immediately upon grant and the Company recognized expense of $114,069, which was the grant date fair value of these options.

On October 7, 2014, the Company granted to a new board member options for the purchase of 1,000,000 shares of common stock, with an exercise price of $0.16 per share.  These options will vest on October 7, 2015.  Unvested options vest immediately in the event of a change in control of the Company.  The options are exercisable for five years. The grant date fair value of the options was $140,178.  The Company recognized $35,044 of expense in connection with these options during the three months ended March 31, 2015 and will continue to recognize expense over the remaining vesting period. 

9

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 6     COMMON STOCK OPTIONS (continued)

On December 4, 2014, the Company granted options to four consultants for the purchase of 140,000 shares of common stock at an exercise price of $0.11 per share.  The shares will vest when certain required milestones are achieved.  The options are exercisable for five years. Of the 140,000 options, 35,000 options vested during the three months ended March 31, 2015 and $3,365 was recognized as expense. The Company will measure and recognize additional expense on the remaining options when achievement of required milestones becomes probable.

The Company estimates the fair value of each stock option award by using the Black-Scholes option-pricing model, which model requires the use of exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options. Because the Company does not pay dividends, the dividend rate variable in the Black-Scholes option-pricing model is zero. Expense of $81,229 and $28,427 related to stock options was recorded for the three months ended March 31, 2015 and 2014, respectively.  Excluding options whose performance condition is not yet deemed probable, as of March 31, 2015, the Company had unvested outstanding options with related unrecognized expense of $70,089.  The Company will recognize this expense as these options vest over their remaining useful lives, which range from 47 to 55 months.

The Company estimated the fair value of the stock options described in the above paragraphs at the date of the grant or date of re-measurement, based on the following weighted average assumptions:

Risk-free interest rate		1.50% to 1.69	%
Expected life	5 years
Expected volatility		135.74% to 136.34	%
Dividend yield		0.00	%

A summary of the status of the Company’s outstanding options as of March 31, 2015 and changes during the three months then ended, is presented below:

	Shares			Weighted Average Exercise Price
Outstanding, beginning of the period		18,565,000		$	0.180
Granted		-			-
Expired/Canceled		(250,000	)		0.190
Exercised		-			-
Outstanding, end of the period		18,315,000			0.180
Exercisable		15,685,000			0.190

NOTE 7     STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS

During February and March 2015, the Company sold an aggregate of 3,000,000 restricted shares of common stock to 7 accredited investors for cash proceeds totaling $150,000, or $0.05 per share.

During February 2015, the Company sold 300,000 restricted shares of common stock to an accredited investor for cash proceeds totaling $21,000, or $0.07 per share.

During January, February and March 2014, the Company sold an aggregate of 9,000,000 restricted shares of common stock to 5 accredited investors for cash proceeds totaling $450,000, or $0.05 per share.

During March 2014, the Company sold an aggregate of 7,050,000 restricted shares of common stock to 16 accredited investors for cash proceeds totaling $599,250, or $0.085 per share.

NOTE 8     ACCOUNTS PAYABLE – RELATED PARTIES

As of March 31, 2015 and December 31, 2014, the Company owed $228,109 and $233,109, respectively, to certain consultants for services.  These consultants are stockholders of the Company and are related parties.

10

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 9     RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under US GAAP.  The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.  ASU No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing US GAAP.  The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein.  Early adoption is not permitted.  The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about the entity’s ability to continue as a going concern, and if so, to provide related footnote disclosures.  The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within annual periods ending after December 15, 2016.  The Company is currently assessing the impact, if any, of implementing this guidance on its financial reporting.

NOTE 10     SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing date of this Quarterly Report on Form 10-Q and has determined it appropriate to disclose the following event.

During April 2015, the Company sold an aggregate of 2,000,000 restricted shares of common stock to an accredited investor for cash proceeds of $100,000, or $0.05 per share.

11

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Medizone International, Inc. (a Nevada corporation) and subsidiaries (collectively, “Medizone,” the “Company,” “we,” “us,” or “our”) is engaged in conducting research into the use of ozone in the disinfection of surgical and other medical treatment facilities and in other applications.  During 2012, we began to sell our patented ozone disinfection system, AsepticSure®.  Our current work is in the field of hospital disinfection, rather than human therapies.  We cannot predict when or if we will generate sufficient cash flows from operating activities to fund continuing or planned operations.  If we fail to obtain additional funding, we will be forced to suspend or permanently cease operations, and may need to seek protection under U.S. bankruptcy laws.

Recent Developments

As reported previously, beginning in June 2013, our AsepticSure® room disinfection system was used at Belleville General Hospital site of Quinte Health Care in Canada to treat an outbreak of MRSA, experiencing immediate elimination of all traces of MRSA from the 14-bed hospital ward, based on cultures of 120 surfaces of the treated rooms conducted before and after the treatment.  In addition to full room disinfection, all support equipment associated with each contaminated room was also disinfected using AsepticSure®.  The hospital staff confirmed as of March 31, 2015, that the ward had not experienced any new cases of MRSA involving any of the rooms treated using our system.

On March 31, 2015, we were issued U.S. Patent No. 8,992,829, “Sports Equipment and Facility Disinfection” related to the use of AsepticSure® in connection with the process for treating sports equipment and sports facility rooms to inactivate “superbug” bacteria such as MRSA, VRE and P.aeroginosa.

In April 2015, we sold 2,000,000 shares of our common stock to an accredited investor for gross proceeds of $100,000.  The funds from this offering will be used for operations.

Results of Operations

Three Months Ended March 31, 2015 and 2014

During the quarter ended March 31, 2015, we continued our primary focus on the expansion of our distribution channels, obtaining approval from the U.S. Environmental Protection Agency (“EPA”), and the development of a computer control feature for the AsepticSure® system.

For the quarter ended March 31, 2015 and 2014, we had no revenues or associated cost of goods sold.

For the quarter ended March 31, 2015, we had a net loss of $409,491, compared with a net loss of $394,883 for the quarter ended March 31, 2014.  Our primary expenses are payroll and consulting fees, research and development costs, office expenses, interest expense and stock-based compensation expense recorded as a result of options granted to directors, employees and consultants.  The increase for the three months ended March 31, 2015 compared to the prior year was due to higher stock-based compensation expense for options previously granted.

For the quarters ended March 31, 2015 and 2014, we incurred $312,832 and $289,531, respectively, in general and administrative expenses. The majority of these expenses were payroll, consulting fees and professional fees. The increase for the three months ended March 31, 2015 over the comparable period in the prior year was due to higher stock-based compensation expense for options granted to directors and consultants.

For the quarters ended March 31, 2015 and 2014, we incurred $77,233 and $87,071, respectively, in research and development expenses.  Research and development expenses include consulting fees, interface development costs, prototypes, and research stage ozone generator and instrument development.  The decrease for the three months ended March 31, 2015 over the comparable period in the prior year was due to higher stock-based compensation expense for options granted to a consultant and an employee in 2014.

Principal amounts owed on notes payable totaled $305,950 and $298,241 as of March 31, 2015 and December 31, 2014, respectively.  Interest expense on these obligations for the quarters ended March 31, 2015 and 2014, was $6,396 and $6,376, respectively. The interest rates on this debt range from 4.63% to 10.00% per annum.

12

Liquidity and Capital Resources

As of March 31, 2015, our working capital deficiency was $3,369,551, compared to a working capital deficiency of $3,235,007 as of December 31, 2014. We have incurred significant losses from inception through March 31, 2015, which have resulted in an accumulated deficit of $33,771,915.  The stockholders’ deficit as of March 31, 2015 was $3,160,863, compared to $3,021,832 as of December 31, 2014.  This change is due to proceeds from the sale of restricted shares of common stock being less than the net loss for the three months ended March 31, 2015.

We will continue to require additional financing to fund operations and to continue to test and market our hospital and medical disinfection system.  We believe we will need approximately $1,500,000 over the next 12 months for continued production manufacturing and related activities, research, development, and marketing activities, as well as for general corporate purposes.  

During the quarter ended March 31, 2015, we generated cash of $171,000 through the sale of 3,300,000 shares of common stock to 8 accredited investors at prices ranging from $0.05 per share to $0.07 per share.  We anticipate that we will be able to raise additional funds, as needed, from certain of the accredited investors who have purchased shares during previous years, although we have no agreements at this time with any of these investors to purchase our securities, and there can be no assurance that these investors will purchase additional shares.

Going Concern

Our unaudited condensed consolidated financial statements included in this report have been prepared on the assumption that we will continue as a going concern. There is substantial doubt that we will be able to continue as a going concern.  Through the date of this report on Form 10-Q, it has been necessary to rely upon financing from the sale of our equity securities to sustain operations as indicated above. Additional financing will be required if we are to continue as a going concern. If additional financing is not obtained in the near future, we will be required to curtail or discontinue operations, or seek protection under the bankruptcy laws. Even if additional financing becomes available, there can be no assurance that it will be on terms favorable to us. In any event, this additional financing will likely result in immediate and possibly substantial dilution to existing stockholders.

Forward-Looking Statements and Risks

The statements contained in this report on Form 10-Q that are not 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 of 1934, as amended (the “Exchange Act”). These statements discuss our expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. They may be identified by the use of the words or phrases “believes,” “expects,” “anticipates,” “should,” “plans,” “estimates,” and “potential,” among others. Forward-looking statements include, but are not limited to, statements contained in Management's Discussion and Analysis of Financial Condition and Results of Operations regarding 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-K for the year ended December 31, 2014.

We believe that many of the risks previously discussed in our SEC filings are part of doing business in the industry in which we operate 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:

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

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

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

·   The potential inability to obtain needed financing or to obtain funding on terms favorable to us.

Critical Accounting Policies and Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). The preparation of such statements requires our management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate these estimates, including those related to intangible assets, expenses, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying values of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

13

We recognize revenue when a contractual arrangement exists, product is shipped, payment from the customer is reasonably assured, and the price is fixed or determinable.  We record customer deposits that have not yet been earned as unearned revenue. Revenue is recognized only when title and risk of loss passes to the customer.

Our inventory consists of our AsepticSure® product and is valued on a specific identification basis.  We purchase our inventory as a finished product from unrelated manufacturing companies. We write off 100% of the cost of inventory that we specifically identify and consider obsolete or excessive to fulfill future sales estimates. No inventory was obsolete or excessive as of March 31, 2015.

We record compensation expense in connection with the granting of stock options and their vesting periods based on their fair values. We estimate the fair values of stock option awards issued to employees at the grant date by using the Black-Scholes option-pricing model. For stock options issued to consultants and other non-employees, we estimate the related expense using the Black-Scholes option-pricing model. For stock options with a service condition, the expense is measured at the grant date and expensed over the vesting period. For stock options with a performance condition, the expense is measured when it is probable that the performance condition will be met, subsequently re-measured at each reporting date, and trued up upon the final completion of the performance condition.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under US GAAP.  The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.  ASU No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing US GAAP.  The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein.  Early adoption is not permitted.  We are currently assessing the impact, if any, of implementing this guidance on the Company’s consolidated financial position, results of operations and liquidity.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about the entity’s ability to continue as a going concern, and if so, to provide related footnote disclosures.  The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within annual periods ending after December 15, 2016.  We are currently assessing the impact, if any, of implementing this guidance will have on the Company’s financial reporting.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

None.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) and 15d-15(e)) as of March 31, 2015 (the end of the period covered by this quarterly report on Form 10-Q). Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by our management in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

14

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

There were no material developments during the three months ended March 31, 2015 relative to the legal matters previously disclosed by the Company.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2015, we sold an aggregate of 3,300,000 restricted shares of common stock to 8 accredited investors for cash proceeds totaling $171,000 at prices ranging from $0.05 to $0.07 per share, as follows:

·   On March 4, 2015, we sold 500,000 shares of common stock to an accredited investor for cash proceeds totaling $25,000, or $0.05 per share.

·   On February 27, 2015, we sold an aggregate of 2,500,000 shares of common stock to 6 accredited investors for cash proceeds totaling $125,000, or $0.05 per share.

·   On February 3, 2015, we sold 300,000 shares of common stock to an accredited investor for cash proceeds totaling $21,000, or $0.07 per share.

The purchasers of the shares in these private placements included existing stockholders not otherwise affiliated with the Company.  There were no underwriters or public solicitation involved in the offer or sale of these securities. The proceeds are being used for general operating expenses and the continuing development of the AsepticSure® hospital disinfection system. The offer and sale of these securities was made without registration under the Securities Act of 1933, in reliance upon exemptions from registration, including, without limitation, the exemption provided under Section 4(a)(2) of the Securities Act for private and limited offers and sales of securities made solely to accredited investors.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits

Exhibit 31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

15

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/ Thomas (Tommy) E. Auger                        

Thomas (Tommy) E. Auger, Chief Financial Officer

(Principal Financial and Accounting Officer)

April 30, 2015

16

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Edwin G. Marshall, certify that:

(1)           I have reviewed this quarterly report on Form 10-Q of Medizone International, Inc. for the quarter ended March 31, 2015;

(2)           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

(5)           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2015

/s/ Edwin G. Marshall                                                     

Edwin G. Marshall

Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Tommy E. Auger, certify that:

(1)           I have reviewed this quarterly report on Form 10-Q of Medizone International, Inc. for the quarter ended March 31, 2015;

(2)           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

(5)           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2015

/s/ Tommy E. Auger                                                           

Tommy E. Auger

Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Edwin G. Marshall, the Chief Executive Officer of Medizone International, Inc. (“Medizone”), certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(i)           the accompanying Form 10-Q of Medizone for the quarter ended March 31, 2015 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)           the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Medizone.

/s/ Edwin G. Marshall                                                  

Edwin G. Marshall

Chief Executive Officer (Principal Executive Officer)

April 30, 2015

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Tommy E. Auger, the Chief Financial Officer of Medizone International, Inc. (“Medizone”), certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(i)           the accompanying Form 10-Q of Medizone for the quarter ended March 31, 2015 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)           the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Medizone.

/s/ Tommy E. Auger                                                       

Tommy E. Auger

Chief Financial Officer

(Principal Financial and Accounting Officer)

April 30, 2015

XML

NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details) (USD $)	3 Months Ended	12 Months Ended	3 Months Ended	1 Months Ended		2 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Feb. 28, 2015	Mar. 31, 2015
NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues	3,300,000	23,978,572
Restricted Stock [Member] | Stock Issued January, February and March 2014 [Member]
NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues			9,000,000
Number of Investors			5
Proceeds from Issuance or Sale of Equity			$ 450,000
Restricted Stock [Member] | Stock Issued March 2014 [Member]
NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues				7,050,000
Number of Investors				16
Proceeds from Issuance or Sale of Equity				599,250
Sale of Stock, Price Per Share			$ 0.085	$ 0.085
Restricted Stock [Member]
NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues					300,000	3,000,000
Number of Investors						7
Proceeds from Issuance or Sale of Equity					$ 21,000	$ 150,000
Sale of Stock, Price Per Share	0.05		$ 0.05	$ 0.05	$ 0.07	$ 0.05

XML

NOTE 4 GOING CONCERN

3 Months Ended

Mar. 31, 2015

Going Concern Disclosure [Abstract]

Going Concern Disclosure [Text Block]

NOTE 4     GOING CONCERN

The Company’s consolidated financial statements are prepared using US GAAP 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, 2015, which have resulted in an accumulated deficit of $33,771,915 as of March 31, 2015.  The Company does not have funds sufficient to cover its operating costs for the next 12 months, has a working capital deficit of $3,369,551, 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 future revenues, obtaining additional capital and ultimately, upon the Company’s attaining profitable operations.  The Company will require substantial additional funds to complete the continued development of its products and product manufacturing, and to fund expected additional losses, until revenues are sufficient to cover the Company’s operating expenses.  If the Company is unsuccessful in obtaining the necessary additional funding, it will be forced to substantially reduce or cease operations.

The Company believes that it will need approximately $1,500,000 over the next 12 months for continued production manufacturing and related activities, research, development, and marketing activities, as well as for general corporate purposes.  

During 2014, the Company raised a total of $1,604,250 through the sale of 23,978,572 shares of common stock at prices ranging from $0.05 to $0.085 per share, which funds have been used to keep the Company current in its public reporting obligations and to pay certain other corporate obligations including the costs of development for its hospital disinfection system.  During the three months ended March 31, 2015, the Company raised a total of $171,000 through the sale of 3,300,000 shares of common stock at prices ranging from $0.05 to $0.07 per share.  The Company believes it will be able to raise additional funds from some of the same investors who have purchased shares from 2009 to 2015, although there can be no assurance that these investors will purchase additional shares.  

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 this uncertainty.

XML

NOTE 3 BASIC AND DILUTED NET LOSS PER COMMON SHARE

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 3     BASIC AND DILUTED NET LOSS PER COMMON SHARE

The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the periods as follows:

	For the Three Months Ended
	March 31,
	2015			2014
Numerator: Net loss	$	(409,491	)	$	(394,883	)
Denominator: Weighted average number of common shares outstanding		347,259,624			324,076,274
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

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

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current Assets:
Cash	$ 33,003	$ 140,496	[1]
Inventory	265,234	265,234	[1]
Prepaid expenses	68,749	60,705	[1]
Total Current Assets	366,986	466,435	[1]
Property and equipment, net	726	830	[1]
Other Assets:
Trademark and patents, net	203,690	208,073	[1]
Lease deposit	4,272	4,272	[1]
Total Other Assets	207,962	212,345	[1]
Total Assets	575,674	679,610	[1]
Current Liabilities:
Accounts payable	445,033	470,147	[1]
Accounts payable – related parties	228,109	233,109	[1]
Accrued expenses	524,002	516,434	[1]
Accrued expenses – related parties	1,978,591	1,928,659	[1]
Customer deposits	30,000	30,000	[1]
Other payables	224,852	224,852	[1]
Notes payable	305,950	298,241	[1]
Total Current Liabilities	3,736,537	3,701,442	[1]
Stockholders’ Deficit:
Preferred stock, $0.00001 par value: 50,000,000 shares authorized; no shares issued or outstanding	0	0	[1]
Common stock, $0.001 par value; 395,000,000 shares authorized; 349,334,068 and 346,034,068 shares outstanding, respectively	349,334	346,034	[1]
Additional paid-in capital	30,301,585	30,052,656	[1]
Accumulated other comprehensive loss	(39,867)	(58,098)	[1]
Accumulated deficit	(33,771,915)	(33,362,424)	[1]
Total Stockholders’ Deficit	(3,160,863)	(3,021,832)	[1]
Total Liabilities and Stockholders’ Deficit	$ 575,674	$ 679,610	[1]

[1] The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.

XML

NOTE 1 BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2015

Disclosure Text Block [Abstract]

Business Description and Basis of Presentation [Text Block]

NOTE 1     BASIS OF PRESENTATION

The financial information of Medizone International, Inc., a Nevada corporation (the “Company”) included herein is unaudited and has been prepared consistent with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all information and notes required by US GAAP for complete financial statements. These notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014. 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 presentation of results for the interim periods presented. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

XML

NOTE 6 COMMON STOCK OPTIONS (Details) (USD $)	3 Months Ended		0 Months Ended			12 Months Ended	0 Months Ended	1 Months Ended		0 Months Ended		3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Feb. 26, 2014	Apr. 30, 2014	Aug. 15, 2014	Dec. 31, 2014	Oct. 07, 2014	May 31, 2012	Aug. 31, 2013	May 06, 2014	Dec. 04, 2014	Jun. 30, 2014
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0
Share-based Compensation (in Dollars)	$ 81,229	$ 28,427
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars)	70,089
Director [Member] | Employee Stock Option [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche One [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			1,000,000
Director [Member] | Employee Stock Option [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche Two [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights			vest upon the successful achievement of certain milestones
Director [Member] | Employee Stock Option [Member] | February 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			2,000,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)			0.1095
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			5 years
Share-based Compensation (in Dollars)	16,017
Director [Member] | Employee Stock Option [Member] | April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Number of directors issued options				4
Director [Member] | Employee Stock Option [Member] | August 15, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					1,000,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)					$ 0.13
Share-based Compensation (in Dollars)						114,069
Director [Member] | April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				250,000
Director [Member] | October 7, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross							1,000,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)							$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period							5 years
Share-based Compensation (in Dollars)	35,044
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights							These options will vest on October 7, 2015. Unvested options vest immediately in the event of a change in control of the Company.
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value Grants in Period (in Dollars)							140,178
Director Two [Member] | April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				250,000
Director Three [Member] | April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				250,000
Director Four [Member] | April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				250,000
Consultant [Member] | Non-Employee Stock Option [Member] | April 30, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				100,000
Consultant Two [Member] | Non-Employee Stock Option [Member] | April 30, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				100,000
Consultant Three [Member] | Non-Employee Stock Option [Member] | April 30, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				75,000
Employee [Member] | Non-Employee Stock Option [Member] | April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				75,000
Non-Employee Stock Option [Member] | May 2012 [Member] | Options Granted for Distribution Channel Related Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross								1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	550,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)								$ 0.17
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period								5 years
Share-based Compensation (in Dollars)	0
Non-Employee Stock Option [Member] | August 2013 [Member] | Share-based Compensation Award, Tranche One [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares									50,000
Non-Employee Stock Option [Member] | August 2013 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	17,660								250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	200,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)									0.10
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period									5 years
Non-Employee Stock Option [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			200,000
Non-Employee Stock Option [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			50,000
Non-Employee Stock Option [Member] | February 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			250,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)			0.1095
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			5 years
Share-based Compensation (in Dollars)	800
Number of consultants and service providers issued options			6
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value Grants in Period (in Dollars)			24,023
Non-Employee Stock Option [Member] | April 30, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Number of consultants and service providers issued options				2
Non-Employee Stock Option [Member] | May 6, 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares										50,000
Non-Employee Stock Option [Member] | May 6, 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares										50,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights										vested immediately upon grant and options for the remaining 50,000 shares vested during the three months ended March 31, 2015 when certain milestones were achieved
Non-Employee Stock Option [Member] | May 6, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross										100,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)										0.19
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period										5 years
Share-based Compensation (in Dollars)	8,342
Non-Employee Stock Option [Member] | August 15, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					75,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)					$ 0.13
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period					5 years
Non-Employee Stock Option [Member] | December 4, 2014 [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross											140,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	35,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)											$ 0.11
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period											5 years
Share-based Compensation (in Dollars)	3,365
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights											The shares will vest when certain required milestones are achieved.
Number of consultants and service providers issued options											4
April 30, 2014 [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				1,350,000
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share)				0.163
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				5 years
Share-based Compensation (in Dollars)												$ 193,234
Minimum [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	47 months
Maximum [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	55 months

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NOTE 6 COMMON STOCK OPTIONS (Details) - Schedule of Share-Based Compensation, Stock Options, Activity (USD $)	3 Months Ended
	Mar. 31, 2015
Schedule of Share-Based Compensation, Stock Options, Activity [Abstract]
Outstanding, beginning of the period	18,565,000
Outstanding, beginning of the period	$ 0.180
Granted	0
Granted	$ 0
Expired/Canceled	(250,000)
Expired/Canceled	$ 0.190
Exercised	0
Exercised	$ 0
Outstanding, end of the period	18,315,000
Outstanding, end of the period	$ 0.180
Exercisable	15,685,000
Exercisable	$ 0.190

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NOTE 2 CANADIAN FOUNDATION FOR GLOBAL HEALTH

3 Months Ended

Mar. 31, 2015

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 2     CANADIAN FOUNDATION FOR GLOBAL HEALTH

In late 2008, the Company assisted in the formation of the Canadian Foundation for Global Health (“CFGH”), a not-for-profit foundation based in Ottawa, Canada. The Company helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of the Company’s technology to as many in need as possible.

Accounting standards require a variable interest entity (“VIE”) to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the entity’s expected residual returns as a result of holding variable interests, which are the ownership, contractual, or other financial interests in the entity. In addition, a legal entity may be considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties. If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate its financial statements with those of the VIE. The Company determined that CFGH met the requirements of a VIE effective upon the first advance to CFGH on February 12, 2009. Accordingly, the financial statements of CFGH have been consolidated with those of the Company for all periods presented.

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Preferred stock, shares authorized	50,000,000	50,000,000	[1]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001	[1]
Preferred stock, shares issued	0	0	[1]
Preferred stock, shares outstanding	0	0	[1]
Common stock, shares authorized	395,000,000	395,000,000	[1]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001	[1]
Common stock, shares outstanding	349,334,068	346,034,068	[1]

[1] The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.

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NOTE 6 COMMON STOCK OPTIONS (Tables)

3 Months Ended

Mar. 31, 2015

Disclosure Text Block Supplement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The Company estimated the fair value of the stock options described in the above paragraphs at the date of the grant or date of re-measurement, based on the following weighted average assumptions:

Risk-free interest rate		1.50% to 1.69	%
Expected life	5 years
Expected volatility		135.74% to 136.34	%
Dividend yield		0.00	%

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of the status of the Company’s outstanding options as of March 31, 2015 and changes during the three months then ended, is presented below:

	Shares			Weighted Average Exercise Price
Outstanding, beginning of the period		18,565,000		$	0.180
Granted		-			-
Expired/Canceled		(250,000	)		0.190
Exercised		-			-
Outstanding, end of the period		18,315,000			0.180
Exercisable		15,685,000			0.190

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Document And Entity Information	3 Months Ended
	Mar. 31, 2015	Apr. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Medizone International Inc
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		351,334,068
Amendment Flag	false
Entity Central Index Key	0000753772
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

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NOTE 2 CANADIAN FOUNDATION FOR GLOBAL HEALTH (Details)	12 Months Ended
	Dec. 31, 2008
Disclosure Text Block [Abstract]
Variable Interest Entity, Qualitative or Quantitative Information, Purpose of VIE	(1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of the Company’s technology to as many in need as possible.

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenues	$ 0	$ 0
Operating Expenses:
Cost of revenues	0	0
General and administrative	312,832	289,531
Research and development	77,233	87,071
Depreciation and amortization	13,030	11,905
Total Operating Expenses	403,095	388,507
Loss from Operations	(403,095)	(388,507)
Interest expense	(6,396)	(6,376)
Net Loss	(409,491)	(394,883)
Other comprehensive gain on foreign currency translation	18,231	514
Total Comprehensive Loss	$ (391,260)	$ (394,369)
Basic and Diluted Net Loss per Common Share (in Dollars per share)	$ 0.00	$ 0.00
Weighted Average Number of Common Shares Outstanding (in Shares)	347,259,624	324,076,274

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NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS

3 Months Ended

Mar. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 7     STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS

During February and March 2015, the Company sold an aggregate of 3,000,000 restricted shares of common stock to 7 accredited investors for cash proceeds totaling $150,000, or $0.05 per share.

During February 2015, the Company sold 300,000 restricted shares of common stock to an accredited investor for cash proceeds totaling $21,000, or $0.07 per share.

During January, February and March 2014, the Company sold an aggregate of 9,000,000 restricted shares of common stock to 5 accredited investors for cash proceeds totaling $450,000, or $0.05 per share.

During March 2014, the Company sold an aggregate of 7,050,000 restricted shares of common stock to 16 accredited investors for cash proceeds totaling $599,250, or $0.085 per share.

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NOTE 6 COMMON STOCK OPTIONS

3 Months Ended

Mar. 31, 2015

Disclosure Text Block Supplement [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

NOTE 6     COMMON STOCK OPTIONS

In May 2012, the Company granted options for the purchase of 1,000,000 shares of common stock to a consultant for distribution channel related services to be performed.  Options totaling 550,000 shares have vested as of March 31, 2015 and the remaining options will vest on the date certified by the Company as the date that certain other milestones are achieved.  The options have an exercise price of $0.17 per share, and are exercisable for up to five years. The Company recognized no expense in connection with these options during the three months ended March 31, 2015. The Company will measure and begin recognizing the remaining expense, when the achievement of the required milestones becomes probable.

In August 2013, the Company granted options for the purchase of 250,000 shares of common stock to a consultant, of which 50,000 were immediately vested.  These options are exercisable at $0.10 per share for five years from the date of grant and are fully vested as of March 31, 2015.  The Company recognized expense of $17,660 during the three months ended March 31, 2015, as milestones were achieved for the remaining 200,000 options.

On February 26, 2014, the Company granted to a new director options for the purchase of 2,000,000 shares of common stock, with an exercise price of $0.1095 per share.  Of these options, 1,000,000 vested on February 26, 2015 and the remaining 1,000,000 options will vest upon the successful achievement of certain milestones.  Unvested options vest immediately in the event of a change in control of the Company.  The options are exercisable for five years. The Company recognized $16,017 of expense in connection with these options during the three months ended March 31, 2015. Also, the Company will measure and begin recognizing the remaining expense when the achievement of the required milestones becomes probable.

On February 26, 2014, the Company granted options to six consultants and service providers for the purchase of a total of 250,000 shares of common stock at an exercise price of $0.1095 per share.  Options for 200,000 shares vested immediately upon grant and options for the remaining 50,000 shares vested on January 9, 2015.  The options are exercisable for five years. The grant date fair value of these options was $24,023. The Company recognized expense of $800 in connection with these options during the three months ended March 31, 2015.

On April 30, 2014, the Company granted options for the purchase of a total of 1,350,000 shares of common stock for services rendered, as follows:  250,000 shares to each of four directors of the Company, 100,000 shares to each of two consultants, and 75,000 shares each to a consultant and an employee of the Company.  All options vested upon grant, have an exercise price of $0.163 per share, and are exercisable for up to five years.  The total value of these options at the date of grant was $193,234, which the Company recognized as expense during the three months ended June 30, 2014.

On May 6, 2014, the Company granted options to a consultant for the purchase of 100,000 shares of common stock at an exercise price of $0.19 per share.  Options for 50,000 shares vested immediately upon grant and options for the remaining 50,000 shares vested during the three months ended March 31, 2015 when certain milestones were achieved.  The options are exercisable for five years. The Company recognized expense of $8,342 in connection with these options during the three months ended March 31, 2015.

On August 15, 2014, the Company granted options to a consultant for the purchase of 75,000 shares of common stock at an exercise price of $0.13 per share.  The shares will vest when certain required milestones are achieved.  The options are exercisable for five years.  The Company will measure and begin recognizing expense when the achievement of the required milestones becomes probable.

On August 15, 2014, the Company granted options for services rendered to a director of the Company for the purchase of 1,000,000 shares of common stock at an exercise price of $0.13 per share.  These options vested immediately upon grant and the Company recognized expense of $114,069, which was the grant date fair value of these options.

On October 7, 2014, the Company granted to a new board member options for the purchase of 1,000,000 shares of common stock, with an exercise price of $0.16 per share.  These options will vest on October 7, 2015.  Unvested options vest immediately in the event of a change in control of the Company.  The options are exercisable for five years. The grant date fair value of the options was $140,178.  The Company recognized $35,044 of expense in connection with these options during the three months ended March 31, 2015 and will continue to recognize expense over the remaining vesting period. 

On December 4, 2014, the Company granted options to four consultants for the purchase of 140,000 shares of common stock at an exercise price of $0.11 per share.  The shares will vest when certain required milestones are achieved.  The options are exercisable for five years. Of the 140,000 options, 35,000 options vested during the three months ended March 31, 2015 and $3,365 was recognized as expense. The Company will measure and recognize additional expense on the remaining options when achievement of required milestones becomes probable.

The Company estimates the fair value of each stock option award by using the Black-Scholes option-pricing model, which model requires the use of exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options. Because the Company does not pay dividends, the dividend rate variable in the Black-Scholes option-pricing model is zero. Expense of $81,229 and $28,427 related to stock options was recorded for the three months ended March 31, 2015 and 2014, respectively.  Excluding options whose performance condition is not yet deemed probable, as of March 31, 2015, the Company had unvested outstanding options with related unrecognized expense of $70,089.  The Company will recognize this expense as these options vest over their remaining useful lives, which range from 47 to 55 months.

The Company estimated the fair value of the stock options described in the above paragraphs at the date of the grant or date of re-measurement, based on the following weighted average assumptions:

Risk-free interest rate		1.50% to 1.69	%
Expected life	5 years
Expected volatility		135.74% to 136.34	%
Dividend yield		0.00	%

A summary of the status of the Company’s outstanding options as of March 31, 2015 and changes during the three months then ended, is presented below:

	Shares			Weighted Average Exercise Price
Outstanding, beginning of the period		18,565,000		$	0.180
Granted		-			-
Expired/Canceled		(250,000	)		0.190
Exercised		-			-
Outstanding, end of the period		18,315,000			0.180
Exercisable		15,685,000			0.190

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NOTE 6 COMMON STOCK OPTIONS (Details) - Schedule of Fair Value Assumptions of Stock Options	3 Months Ended
	Mar. 31, 2015
Schedule of Fair Value Assumptions of Stock Options [Abstract]
Risk-free interest rate	1.50%
Risk-free interest rate	1.69%
Expected life	5 years
Expected volatility	135.74%
Expected volatility	136.34%
Dividend yield	0.00%

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NOTE 3 BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Schedule of Earnings Per Share, Basic and Diluted [Abstract]
Numerator: Net loss	$ (409,491)	$ (394,883)
Denominator: Weighted average number of common shares outstanding	347,259,624	324,076,274
Basic and diluted net loss per common share	$ 0.00	$ 0.00

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NOTE 10 SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 10     SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing date of this Quarterly Report on Form 10-Q and has determined it appropriate to disclose the following event.

During April 2015, the Company sold an aggregate of 2,000,000 restricted shares of common stock to an accredited investor for cash proceeds of $100,000, or $0.05 per share.

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NOTE 8 ACCOUNTS PAYABLE - RELATED PARTIES

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 8     ACCOUNTS PAYABLE – RELATED PARTIES

As of March 31, 2015 and December 31, 2014, the Company owed $228,109 and $233,109, respectively, to certain consultants for services.  These consultants are stockholders of the Company and are related parties.

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NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

NOTE 9     RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under US GAAP.  The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services.  ASU No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing US GAAP.  The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein.  Early adoption is not permitted.  The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  This standard sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about the entity’s ability to continue as a going concern, and if so, to provide related footnote disclosures.  The standard is effective for annual reporting periods beginning after December 15, 2016, and interim periods within annual periods ending after December 15, 2016.  The Company is currently assessing the impact, if any, of implementing this guidance on its financial reporting.

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NOTE 3 BASIC AND DILUTED NET LOSS PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the periods as follows:

	For the Three Months Ended
	March 31,
	2015			2014
Numerator: Net loss	$	(409,491	)	$	(394,883	)
Denominator: Weighted average number of common shares outstanding		347,259,624			324,076,274
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

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NOTE 5 COMMITMENTS AND CONTINGENCIES (Details)				12 Months Ended					12 Months Ended	3 Months Ended
	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)		Dec. 31, 2002 Default Judgement [Member] Rakas Litigation [Member] Settlement Amount, January 2002 [Member] USD ($)	Mar. 31, 2015 Default Judgement [Member] Rakas Litigation [Member] USD ($)	Dec. 31, 2014 Default Judgement [Member] Rakas Litigation [Member] USD ($)	Mar. 31, 2015 Litigation Fees [Member] Rakas Litigation [Member] USD ($)	Dec. 31, 2014 Litigation Fees [Member] Rakas Litigation [Member] USD ($)	Dec. 31, 2001 Rakas Litigation [Member] Settlement Amount, September 2001 [Member] USD ($)	Mar. 31, 2015 Certified Laboratory Space [Member] CAD	Mar. 31, 2015 Second Laboratory for Full Scale Room Testing [Member] CAD	Mar. 31, 2015 Full Scale Room Testing [Member] CAD	Mar. 31, 2015 Corporate Offices [Member] USD ($)
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Litigation Settlement, Amount									$ 25,000
Loss Contingency, Damages Sought, Value				143,000
Accounts Payable, Current	445,033	470,147	[1]		143,000	143,000	21,308	21,308
Accounts Payable, Other, Current	224,852	224,852	[1]
Operating Leases, Rent Expense, Minimum Rentals										1,375	1,375	475	$ 2,300

[1] The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.

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NOTE 8 ACCOUNTS PAYABLE - RELATED PARTIES (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Related Party Transactions [Abstract]
Accounts Payable, Related Parties, Current	$ 228,109	$ 233,109	[1]

[1] The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Cash Flows from Operating Activities:
Net loss	$ (409,491)		$ (394,883)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,030		11,905
Stock-based compensation expense	81,229		28,427
Changes in operating assets and liabilities:
Prepaid expenses	22,954		14,162
Accounts payable and accounts payable – related parties	(30,112)		(18,894)
Accrued expenses and accrued expenses – related parties	57,500		3,914
Net Cash Used in Operating Activities	(264,890)		(355,369)
Cash Flows from Investing Activities:
Cost of registering patents	(8,543)		(10,860)
Net Cash Used in Investing Activities	(8,543)		(10,860)
Cash Flows from Financing Activities:
Principal payments on notes payable	(23,291)		(20,965)
Issuance of common stock for cash	171,000		1,049,250
Net Cash Provided by Financing Activities	147,709		1,028,285
Effect of Foreign Currency Exchange Rates	18,231		514
Net (decrease) increase in cash	(107,493)		662,570
Cash as of beginning of the period	140,496	[1]	81,856
Cash as of end of the period	33,003		744,426
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	482		462
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Financing of insurance policies	$ 31,000		$ 27,169

[1] The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.

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NOTE 5 COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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 consolidated financial position, results of operations, or cash flows.

Litigation

Rakas vs. Medizone International, Inc. - A former consultant brought this action against the Company claiming the Company had failed to pay consulting fees under a consulting agreement.  In September 2001, the parties agreed to settle the matter for $25,000.  The Company, however, did not have the funds to pay 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 been unable to post the required bond amount as of the date of this report.  Therefore, the Company has recorded, as part of accounts payable, the original default judgment in the amount of $143,000, plus fees totaling $21,308, as of March 31, 2015 and December 31, 2014.  The Company intends to contest the judgment if and when it is able to in the future.

Other Payables

As of March 31, 2015 and December 31, 2014, the Company has $224,852 of past due payables for which the Company has not received invoices or demands for over 10 years.  Although management of the Company does not believe that the amounts will be required to be paid, the amounts are recorded as other payables until such time as the Company is certain that no liability exists and until the statute of limitations has expired.

Operating Leases

The Company operates a certified laboratory located at Innovation Park, Queen’s University in Kingston, Ontario, Canada, which provides a primary research and development platform.  The lease term is month-to-month with a monthly lease payment of $1,375 Canadian dollars (“CD”) plus the applicable goods and services tax (“GST”).  Leases for a second laboratory space for full scale room testing and a storage unit are on a month-to-month basis with a monthly lease payment of CD$1,375 and CD$475, respectively, plus the applicable GST.  

The Company has a corporate office lease with monthly payments of approximately $2,300 through December 31, 2015.

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NOTE 10 SUBSEQUENT EVENTS (Details) (USD $)	3 Months Ended	12 Months Ended	1 Months Ended		2 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Apr. 30, 2015	Feb. 28, 2015	Mar. 31, 2015	Mar. 31, 2014
NOTE 10 SUBSEQUENT EVENTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues	3,300,000	23,978,572
Restricted Stock [Member] | Subsequent Event [Member]
NOTE 10 SUBSEQUENT EVENTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues			2,000,000
Proceeds from Issuance or Sale of Equity			$ 100,000
Sale of Stock, Price Per Share			$ 0.05
Restricted Stock [Member]
NOTE 10 SUBSEQUENT EVENTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues				300,000	3,000,000
Proceeds from Issuance or Sale of Equity				$ 21,000	$ 150,000
Sale of Stock, Price Per Share	0.05			$ 0.07	$ 0.05	$ 0.05

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NOTE 4 GOING CONCERN (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
NOTE 4 GOING CONCERN (Details) [Line Items]
Retained Earnings (Accumulated Deficit)	$ (33,771,915)		$ (33,362,424)	[1]
Working capital (deficit)	(3,369,551)
Going Concern Note	The Company believes that it will need approximately $1,500,000 over the next 12 months for continued production manufacturing and related activities, research, development, and marketing activities, as well as for general corporate purposes.
Proceeds from Issuance of Common Stock	$ 171,000	$ 1,049,250	$ 1,604,250
Stock Issued During Period, Shares, New Issues	3,300,000		23,978,572
Common Stock [Member] | Minimum [Member]
NOTE 4 GOING CONCERN (Details) [Line Items]
Sale of Stock, Price Per Share			$ 0.05
Common Stock [Member] | Maximum [Member]
NOTE 4 GOING CONCERN (Details) [Line Items]
Sale of Stock, Price Per Share			$ 0.085
Minimum [Member]
NOTE 4 GOING CONCERN (Details) [Line Items]
Sale of Stock, Price Per Share	$ 0.05
Maximum [Member]
NOTE 4 GOING CONCERN (Details) [Line Items]
Sale of Stock, Price Per Share	$ 0.07

[1] The condensed consolidated balance sheet as of December 31, 2014 has been prepared using information from the audited consolidated balance sheet as of that date.