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 June 30, 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 July 31, 2015, the registrant had 356,834,068 shares of common stock issued and outstanding.

MEDIZONE INTERNATIONAL, INC.

FORM 10-Q

TABLE OF CONTENTS

June 30, 2015

		Page No.
Part I — Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Unaudited Balance Sheets as of June 30, 2015 and December 31, 2014	3
	Condensed Consolidated Unaudited Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2015 and 2014	4
	Condensed Consolidated Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014	5
	Notes to the Condensed Consolidated Unaudited 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	15
Item 4.	Controls and Procedures	15
Part II — Other Information
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
Signatures		17

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

	June 30,			December 31,
	2015			2014 (1)
ASSETS
Current Assets:
Cash	$	163,153		$	140,496
Inventory		265,234			265,234
Prepaid expenses		56,020			60,705
Total Current Assets		484,407			466,435
Property and equipment, net		622			830
Other Assets:
Trademark and patents, net		194,908			208,073
Lease deposit		4,272			4,272
Total Other Assets		199,180			212,345
Total Assets	$	684,209		$	679,610
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	476,636		$	470,147
Accounts payable – related parties		293,041			233,109
Accrued expenses		539,981			516,434
Accrued expenses – related parties		1,945,149			1,928,659
Customer deposits		30,000			30,000
Other payables		224,852			224,852
Notes payable		298,359			298,241
Total Current Liabilities		3,808,018			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;     356,834,068 and 346,034,068 shares outstanding, respectively		356,834			346,034
Additional paid-in capital		30,714,225			30,052,656
Accumulated other comprehensive loss		(38,436	)		(58,098	)
Accumulated deficit		(34,156,432	)		(33,362,424	)
Total Stockholders’ Deficit		(3,123,809	)		(3,021,832	)
Total Liabilities and Stockholders’ Deficit	$	684,209		$	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 June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
Revenues	$	-		$	-		$	-		$	-
Operating Expenses:
Cost of revenues		-			-			-			-
General and administrative		288,182			445,004			601,014			734,535
Research and development		76,840			129,422			154,073			216,493
Depreciation and amortization		13,273			12,177			26,303			24,082
Total Operating Expenses		378,295			586,603			781,390			975,110
Loss from Operations		(378,295	)		(586,603	)		(781,390	)		(975,110	)
Interest expense		(6,222	)		(6,083	)		(12,618	)		(12,459	)
Net Loss		(384,517	)		(592,686	)		(794,008	)		(987,569	)
Other comprehensive gain on foreign   currency translation		1,431			1,904			19,662			2,418
Total Comprehensive Loss	$	(383,086	)	$	(590,782	)	$	(774,346	)	$	(985,151	)
Basic and Diluted Net Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares   Outstanding		351,692,310			338,105,496			349,488,212			331,129,640

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 Six Months Ended
	June 30,
	2015			2014
Cash Flows from Operating Activities:
Net loss	$	(794,008	)	$	(987,569	)
Adjustments to reconcile net loss to net cash  used in operating activities:
Depreciation and amortization		26,303			24,082
Stock-based compensation expense		126,369			255,227
Changes in operating assets and liabilities:
Prepaid expenses		42,077			24,877
Accounts payable and accounts payable – related parties		66,423			(37,087	)
Accrued expenses and accrued expenses – related parties		40,037			5,827
Net Cash Used in Operating Activities		(492,799	)		(714,643	)
Cash Flows from Investing Activities:
Cost of registering patents		(12,932	)		(18,170	)
Net Cash Used in Investing Activities		(12,932	)		(18,170	)
Cash Flows from Financing Activities:
Principal payments on notes payable		(37,274	)		(29,820	)
Issuance of common stock for cash		546,000			1,049,250
Net Cash Provided by Financing Activities		508,726			1,019,430
Effect of Foreign Currency Exchange Rates		19,662			2,418
Net increase in cash		22,657			289,035
Cash as of beginning of the period		140,496			81,856
Cash as of end of the period	$	163,153		$	370,891

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 Six Months Ended
	June 30,
	2015		2014
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	725	$	731
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Financing of insurance policies	$	37,392	$	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 necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six-month periods ended June 30, 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 in 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
	June 30,
	2015			2014
Numerator: Net loss	$	(384,517	)	$	(592,686	)
Denominator: Weighted average number of common shares outstanding		351,692,310			338,105,496
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

	For the Six Months Ended
	June 30,
	2015			2014
Numerator: Net loss	$	(794,008	)	$	(987,569	)
Denominator: Weighted average number of common shares outstanding		349,488,212			331,129,640
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.

7

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 June 30, 2015, which have resulted in an accumulated deficit of $34,156,432 as of June 30, 2015.  The Company does not have funds sufficient to cover its operating costs for the next 12 months, has a working capital deficit of $3,323,611, 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 six months ended June 30, 2015, the Company raised a total of $546,000 through the sale of 10,800,000 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 June 30, 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 June 30, 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 monthly lease payments of CD$1,375 and CD$475,

8

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 5     COMMITMENTS AND CONTINGENCIES (continued)

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

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 June 30, 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 six months ended June 30, 2015 and 2014.  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.  These options are exercisable at $0.10 per share for five years from the date of grant and are fully vested as of June 30, 2015.  The Company recognized expense of $17,660 during the six months ended June 30, 2015, as the required milestones were achieved.

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 from the date of grant. The Company recognized $16,017 and $32,030 of expense in connection with these options during the six months ended June 30, 2015 and 2014, respectively. 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 from the date of grant. The grant date fair value of these options was $24,023. The Company recognized expense of $800 and $21,621 in connection with these options during the six months ended June 30, 2015 and 2014, respectively.

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 from the date of grant.  The total value of these options at the date of grant was $193,234, which the Company recognized as expense during the six 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 six months ended June 30, 2015 when certain milestones were achieved.  The options are exercisable for five years from the date of grant. The Company recognized expense of $8,342 in connection with these options during both the six-month periods ended June 30, 2015 and 2014.

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 from the date of grant.  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 from the date of grant. The grant date fair value of the options was $140,178.  The Company recognized $70,088 of expense in connection with these options during the six months ended June 30, 2015 and will continue to recognize expense over the remaining vesting period. 

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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 a total of 140,000 shares of common stock at an exercise price of $0.11 per share.  These options have vested as of June 30, 2015.  The options have an exercise price of $0.11 per share, and are exercisable for up to five years from the date of grant.  The Company recognized $13,462 of expense in connection with these options during the six months ended June 30, 2015.

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 $126,369 and $255,227 related to stock options was recorded for the six months ended June 30, 2015 and 2014, respectively.  Excluding options whose performance condition is not yet deemed probable, as of June 30, 2015, the Company had unvested outstanding options with related unrecognized expense of $35,045.  The Company will recognize this expense as these options vest over their remaining useful lives, which range from 44 to 52 months.

The Company estimated the fair value of the stock options described in the above paragraphs as of 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 June 30, 2015 and changes during the six 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		15,790,000			0.190

NOTE 7     STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS

During April, May and June 2015, the Company sold an aggregate of 7,500,000 restricted shares of common stock to eight accredited investors for cash proceeds totaling $375,000, or $0.05 per share.

During February and March 2015, the Company sold an aggregate of 3,000,000 restricted shares of common stock to seven 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 five 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 June 30, 2015 and December 31, 2014, the Company owed $293,041 and $233,109, respectively, to certain consultants for services.  These consultants are stockholders of the Company and are related parties.

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MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 9     RECENT ACCOUNTING PRONOUNCEMENTS

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs.”  To simplify presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU.  For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Early adoption of the ASU is permitted for financial statements that have not been previously issued.  The Company is assessing the impact, if any, of implementing this guidance on its financial reporting, as well as the impact of early adoption of the ASU.

In May 2014, the FASB issued 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, 2017, and interim periods therein.  Early adoption is not permitted.  The Company is 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 disclosures in the notes to the financial statements.  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 does not expect the implementation of this guidance to have a material impact 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 noted none that require accounting or disclosure in the accompanying financial statements.

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

In May 2015, we completed testing at our Innovation Park laboratories using biological indicators recommended by the U.S. Food and Drug Administration (“FDA”) to verify that absolute bactericidal kill may be confirmed following a room disinfection treatment using our AsepticSure® disinfection system. Biological indicators are considered the only process indicators that can directly monitor the lethality of a given cleaning process and are recommended by the FDA for all autoclave usage. Spore test strips have now become the reference standard for routine quality assurance of hospital instrument sterilization, and according to the FDA, they should be utilized with each autoclave load.

In our laboratory testing, we have discovered that such spore test strips are completely inactivated (killed) when placed in a room during an AsepticSure® run. We have completed more than 25 test runs using two different commonly used types of spore test strips and in each case the results have been the same.  During testing, the spore test strips were placed under beds, on the floor, on walls and behind objects and in each test all of the strips were completely inactivated. We believe the implications of this finding are profound and demonstrate that using internationally recognized testing processes, our AsepticSure® Hospital Disinfection System achieves a level of decontamination previously not considered achievable outside of an autoclave.

On June 15, 2015, at the Canadian National Infection Prevention and Control Conference (IPAC 2015) held in Victoria, Canada Queen’s University, Professor Dr. Dick Zoutman reported on the use of AsepticSure® in a 25-bed acute care in-patient unit that experienced a C. difficile outbreak accompanied by patient mortality in late November 2014. Dr. Zoutman is also a consultant to the Company. Following the outbreak, AsepticSure® was used to treat the facility. Follow-on testing indicated that the disinfection treatment using AsepticSure® successfully quelled the outbreak. As of the date of Dr. Zoutman’s presentation, the hospital reported that it had not experienced another case of C. difficile since the AsepticSure® treatment. In addition, the hospital reported that AsepticSure® reduced the overall cleaning time for the four rooms by two hours and twenty minutes, compared to the normal cleaning time required for current isolation room cleaning practices.

On July 18, 2015, we received notification from the United States Environmental Protection Agency (“EPA”) regarding “Report of Analysis for Compliance with PR Notice 11-03” acknowledging that our submission of June 24, 2015 was found to be in full compliance with the standards of submission of data contained in the referenced PR Notice 11-03.  The EPA has up to five months to complete its review of our application to register our AsepticSure® Oxidative Catalyst for use with our disinfection system in hospitals, clinics, the food industry, recreation/exercise/sporting facilities venues, and hotels. There is no assurance that our application will be accepted or that additional changes or modifications will not be required in order to obtain registration. However, we view this development to be significant and will continue to work with the EPA and our professional advisors to obtain the requested registration.

Results of Operations

Three Months Ended June 30, 2015 and 2014

During the quarter ended June 30, 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 quarters ended June 30, 2015 and 2014, we had no revenues or associated cost of revenues.

For the quarter ended June 30, 2015, we had a net loss of $384,517, compared with a net loss of $592,686 for the quarter ended June 30, 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 decrease for the quarter ended June 30, 2015 compared to the prior year quarter was primarily due to less stock-based compensation expense for options previously granted.

For the quarters ended June 30, 2015 and 2014, we incurred $288,182 and $445,004, respectively, in general and administrative expenses. The majority of these expenses were payroll, consulting fees and professional fees. The decrease for the quarter ended June 30, 2015 over the comparable period in the prior year was due to less stock-based compensation expense for options granted to directors and consultants.

12

For the quarters ended June 30, 2015 and 2014, we incurred $76,840 and $129,422, 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 quarter ended June 30, 2015 over the comparable period in the prior year was due to less stock-based compensation expense for options granted to a consultant and an employee.

Principal amounts owed on notes payable totaled $298,359 and $298,241 as of June 30, 2015 and December 31, 2014, respectively.  Interest expense on these obligations for the quarters ended June 30, 2015 and 2014, was $6,222 and $6,083, respectively. The interest rates on this debt range from 4.63% to 10.00% per annum.

Six Months Ended June 30, 2015 and 2014

For the six months ended June 30, 2015, we had a net loss of $794,008, compared with a net loss of $987,569 for the six months ended June 30, 2014. Our primary expenses are payroll, consulting fees, research and development costs, and office expenses, together with interest expense and additional expense recorded as a result of options granted to directors, employees and consultants.  The decrease in net loss for the six months ended June 30, 2015, compared to the same period in 2014, was due to the decrease in stock-based compensation expense for options granted to directors, employees and consultants.

For the six months ended June 30, 2015 and 2014, we incurred $601,014 and $734,535, respectively, in general and administrative expenses. The primary reason for the decrease for the six months ended June 30, 2015, compared to the same period in 2014, was the impact of the grant of options to directors, employees and consultants resulting in compensation expense in 2014.  Our primary expenses are payroll, consulting fees, and professional fees. The remaining general and administrative expenses include rent, office expenses and travel expenses.

For the six months ended June 30, 2015 and 2014, we incurred $154,073 and $216,493, respectively, in research and development expenses as a result of prototype development expenses, consulting, and other research activities. The primary reason for the decrease for the six months ended June 30, 2015, compared to the same period in 2014, was less research and development and prototype development expenses in 2015 as well as the impact of the grant of options to consultants and an employee in 2014.  Research and development expenses include consultant fees, interface development costs, prototypes, and research stage ozone generator and instrument development.

Interest expense on the notes payable during the six months ended June 30, 2015 and 2014, was $12,618 and $12,459, respectively. The applicable interest rates on this debt ranged from 4.63% to 10.00% per annum.

Liquidity and Capital Resources

As of June 30, 2015, our working capital deficiency was $3,323,611, compared to a working capital deficiency of $3,235,007 as of December 31, 2014. We have incurred significant losses from inception through June 30, 2015, which have resulted in an accumulated deficit of $34,156,432.  The stockholders’ deficit as of June 30, 2015 was $3,123,809, 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 six months ended June 30, 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 six months ended June 30, 2015, we generated cash of $546,000 through the sale of 10,800,000 shares of common stock to 15 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 with 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.

13

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.

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 June 30, 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 April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs.”  To simplify presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU.  For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Early adoption of the ASU is permitted for financial statements that have not been previously issued.  We are assessing the impact, if any, of implementing this guidance on our financial reporting, as well as the impact of early adoption of the ASU.

14

In May 2014, the FASB issued 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, 2017, and interim periods therein.  Early adoption is not permitted.  We are 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 disclosures in the notes to the financial statements.  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 do not expect the implementation of this guidance to have a material impact 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

We maintain disclosure controls and procedures that are designed to ensure that information that is required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods that are specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.  In designing and evaluating these disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a- 15(e) under the Exchange Act).  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015.

Changes in Internal Control over Financial Reporting

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

15

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

There were no material developments during the quarter ended June 30, 2015 relative to the legal matters previously disclosed by the Company.

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

During the quarter ended June 30, 2015, we sold an aggregate of 7,500,000 restricted shares of common stock to eight accredited investors for cash proceeds totaling $375,000 at a price of $0.05 per share, as follows:

On June 30, 2015, we sold 3,500,000 shares of common stock to two accredited investors for cash proceeds totaling $175,000.

On June 11, 2015, we sold 400,000 shares of common stock to two accredited investors for cash proceeds totaling $20,000.

On June 4, 2015, we sold 200,000 shares of common stock to two accredited investors for cash proceeds totaling $10,000.

On May 28, 2015, we sold 200,000 shares of common stock to an accredited investor for cash proceeds totaling $10,000.

On May 15, 2015, we sold 200,000 shares of common stock to an accredited investor for cash proceeds totaling $10,000.

On May 13, 2015, we sold 1,000,000 shares of common stock to an accredited investor for cash proceeds totaling $50,000.

On April 22, 2015, we sold 2,000,000 shares of common stock to an accredited investor for cash proceeds totaling $100,000.

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

On June 30, 2015, Mr. David Esposito, our Audit Committee Chair and member of the Board of Directors, purchased 1,000,000 shares of common stock for cash of $50,000, or $0.05 per share.  The market price of our stock on the date of the purchase by Mr. Esposito was $0.13 per share.  The sale of shares to Mr. Esposito was regarded as a related-party transaction and approved by the disinterested members of our Board of Directors and Audit Committee.

16

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

17

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)

July 31, 2015

18

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 six months ended June 30, 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: July 31, 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 six months ended June 30, 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: July 31, 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 three and six months ended June 30, 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)

July 31, 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 three and six months ended June 30, 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)

July 31, 2015

XML

NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details)	1 Months Ended		2 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended
	Feb. 28, 2015 USD ($) $ / shares shares	Mar. 31, 2014 USD ($) $ / shares shares	Mar. 31, 2015 USD ($) $ / shares shares	Jun. 30, 2015 USD ($) $ / shares shares	Mar. 31, 2014 USD ($) $ / shares shares	Jun. 30, 2015 $ / shares shares	Dec. 31, 2014 shares
NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS (Details) [Line Items]
Stock Issued During Period, Shares, New Issues						10,800,000	23,978,572
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	7,500,000
Number of Investors			7	8
Proceeds from Issuance or Sale of Equity | $	$ 21,000		$ 150,000	$ 375,000
Sale of Stock, Price Per Share | $ / shares	$ 0.07	$ 0.05	$ 0.05	$ 0.05	$ 0.05	$ 0.05
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 | $ / shares		$ 0.085			$ 0.085

XML

NOTE 4 GOING CONCERN

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [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 June 30, 2015, which have resulted in an accumulated deficit of $34,156,432 as of June 30, 2015.  The Company does not have funds sufficient to cover its operating costs for the next 12 months, has a working capital deficit of $3,323,611, 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 six months ended June 30, 2015, the Company raised a total of $546,000 through the sale of 10,800,000 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

6 Months Ended

Jun. 30, 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
	June 30,
	2015			2014
Numerator: Net loss	$	(384,517	)	$	(592,686	)
Denominator: Weighted average number of common shares outstanding		351,692,310			338,105,496
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

	For the Six Months Ended
	June 30,
	2015			2014
Numerator: Net loss	$	(794,008	)	$	(987,569	)
Denominator: Weighted average number of common shares outstanding		349,488,212			331,129,640
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.

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2015	Dec. 31, 2014	[1]
Current Assets:
Cash	$ 163,153	$ 140,496
Inventory	265,234	265,234
Prepaid expenses	56,020	60,705
Total Current Assets	484,407	466,435
Property and equipment, net	622	830
Other Assets:
Trademark and patents, net	194,908	208,073
Lease deposit	4,272	4,272
Total Other Assets	199,180	212,345
Total Assets	684,209	679,610
Current Liabilities:
Accounts payable	476,636	470,147
Accounts payable – related parties	293,041	233,109
Accrued expenses	539,981	516,434
Accrued expenses – related parties	1,945,149	1,928,659
Customer deposits	30,000	30,000
Other payables	224,852	224,852
Notes payable	298,359	298,241
Total Current Liabilities	3,808,018	3,701,442
Stockholders’ Deficit:
Preferred stock, $0.00001 par value: 50,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $0.001 par value: 395,000,000 shares authorized; 356,834,068 and 346,034,068 shares outstanding, respectively	356,834	346,034
Additional paid-in capital	30,714,225	30,052,656
Accumulated other comprehensive loss	(38,436)	(58,098)
Accumulated deficit	(34,156,432)	(33,362,424)
Total Stockholders’ Deficit	(3,123,809)	(3,021,832)
Total Liabilities and Stockholders’ Deficit	$ 684,209	$ 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.

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NOTE 1 BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 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 necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six-month periods ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year ending December 31, 2015.

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NOTE 6 COMMON STOCK OPTIONS (Details)							1 Months Ended		6 Months Ended		12 Months Ended
	Dec. 04, 2014 $ / shares shares	Oct. 07, 2014 USD ($) $ / shares shares	Aug. 15, 2014 $ / shares shares	May. 06, 2014 $ / shares shares	Apr. 30, 2014 $ / shares shares	Feb. 26, 2014 USD ($) $ / shares shares	Aug. 31, 2013 $ / shares shares	May. 31, 2012 $ / shares shares	Jun. 30, 2015 USD ($) shares	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
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) | $									$ 126,369	$ 255,227
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $									$ 35,045
May 2012 [Member] | Non-Employee Stock Option [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) | $ / shares								$ 0.17
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period								5 years
Share-based Compensation (in Dollars) | $									$ 0
August 2013 [Member] | Non-Employee Stock Option [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		17,660
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares							$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period							5 years
February 2014 [Member] | Non-Employee Stock Option [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) | $ / shares						$ 0.1095
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period						5 years
Share-based Compensation (in Dollars) | $									$ 800	21,621
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
February 2014 [Member] | Employee Stock Option [Member] | Director [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) | $ / shares						$ 0.1095
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period						5 years
Share-based Compensation (in Dollars) | $									16,017	32,030
February 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | Non-Employee Stock Option [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
February 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | Employee Stock Option [Member] | Director [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
February 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | Non-Employee Stock Option [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
February 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | Employee Stock Option [Member] | Director [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
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) | $ / shares					$ 0.163
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period					5 years
Share-based Compensation (in Dollars) | $										193,234
April 30, 2014 [Member] | Director [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
April 30, 2014 [Member] | Director Two [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
April 30, 2014 [Member] | Director Three [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
April 30, 2014 [Member] | Director Four [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
April 30, 2014 [Member] | Non-Employee Stock Option [Member] | Options Granted for Consulting Services [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Number of consultants and service providers issued options					2
April 30, 2014 [Member] | Non-Employee Stock Option [Member] | Consultant [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
April 30, 2014 [Member] | Non-Employee Stock Option [Member] | Consultant 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, Grants in Period, Gross					100,000
April 30, 2014 [Member] | Non-Employee Stock Option [Member] | Consultant Three [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
April 30, 2014 [Member] | Non-Employee Stock Option [Member] | Employee [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
April 30, 2014 [Member] | Employee Stock Option [Member] | Director [Member]
NOTE 6 COMMON STOCK OPTIONS (Details) [Line Items]
Number of directors issued options					4
May 6, 2014 [Member] | Non-Employee Stock Option [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) | $ / shares				$ 0.19
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				5 years
Share-based Compensation (in Dollars) | $									8,342	$ 8,342
May 6, 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | Non-Employee Stock Option [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
May 6, 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | Non-Employee Stock Option [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 six months ended June 30, 2015 when certain milestones were achieved
August 15, 2014 [Member] | Non-Employee Stock Option [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) | $ / shares			$ 0.13
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period			5 years
August 15, 2014 [Member] | Employee Stock Option [Member] | Director [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) | $ / shares			$ 0.13
Share-based Compensation (in Dollars) | $											$ 114,069
December 4, 2014 [Member] | Non-Employee Stock Option [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 by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares	$ 0.11
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	5 years
Share-based Compensation (in Dollars) | $									13,462
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
October 7, 2014 [Member] | Director [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) | $ / shares		$ 0.16
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		5 years
Share-based Compensation (in Dollars) | $									$ 70,088
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
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									44 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									52 months

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NOTE 6 COMMON STOCK OPTIONS (Details) - Schedule of Share-Based Compensation, Stock Options, Activity - 6 months ended Jun. 30, 2015 - $ / shares	Total
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	15,790,000
Exercisable	$ 0.190

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NOTE 2 CANADIAN FOUNDATION FOR GLOBAL HEALTH

6 Months Ended

Jun. 30, 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 in 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) - $ / shares	Jun. 30, 2015	Dec. 31, 2014	[1]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	395,000,000	395,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares outstanding	356,834,068	346,034,068

[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)

6 Months Ended

Jun. 30, 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 as of 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 June 30, 2015 and changes during the six 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		15,790,000			0.190

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 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		356,834,068
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	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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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		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
Cost of revenues	0	0	0	0
General and administrative	288,182	445,004	601,014	734,535
Research and development	76,840	129,422	154,073	216,493
Depreciation and amortization	13,273	12,177	26,303	24,082
Total Operating Expenses	378,295	586,603	781,390	975,110
Loss from Operations	(378,295)	(586,603)	(781,390)	(975,110)
Interest expense	(6,222)	(6,083)	(12,618)	(12,459)
Net Loss	(384,517)	(592,686)	(794,008)	(987,569)
Other comprehensive gain on foreign currency translation	1,431	1,904	19,662	2,418
Total Comprehensive Loss	$ (383,086)	$ (590,782)	$ (774,346)	$ (985,151)
Basic and Diluted Net Loss per Common Share (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Number of Common Shares Outstanding (in Shares)	351,692,310	338,105,496	349,488,212	331,129,640

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NOTE 7 STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS

6 Months Ended

Jun. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 7     STOCK TRANSACTIONS AND SIGNIFICANT CONTRACTS

During April, May and June 2015, the Company sold an aggregate of 7,500,000 restricted shares of common stock to eight accredited investors for cash proceeds totaling $375,000, or $0.05 per share.

During February and March 2015, the Company sold an aggregate of 3,000,000 restricted shares of common stock to seven 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 five 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

6 Months Ended

Jun. 30, 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 June 30, 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 six months ended June 30, 2015 and 2014.  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.  These options are exercisable at $0.10 per share for five years from the date of grant and are fully vested as of June 30, 2015.  The Company recognized expense of $17,660 during the six months ended June 30, 2015, as the required milestones were achieved.

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 from the date of grant. The Company recognized $16,017 and $32,030 of expense in connection with these options during the six months ended June 30, 2015 and 2014, respectively. 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 from the date of grant. The grant date fair value of these options was $24,023. The Company recognized expense of $800 and $21,621 in connection with these options during the six months ended June 30, 2015 and 2014, respectively.

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 from the date of grant.  The total value of these options at the date of grant was $193,234, which the Company recognized as expense during the six 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 six months ended June 30, 2015 when certain milestones were achieved.  The options are exercisable for five years from the date of grant. The Company recognized expense of $8,342 in connection with these options during both the six-month periods ended June 30, 2015 and 2014.

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 from the date of grant.  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 from the date of grant. The grant date fair value of the options was $140,178.  The Company recognized $70,088 of expense in connection with these options during the six months ended June 30, 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 a total of 140,000 shares of common stock at an exercise price of $0.11 per share.  These options have vested as of June 30, 2015.  The options have an exercise price of $0.11 per share, and are exercisable for up to five years from the date of grant.  The Company recognized $13,462 of expense in connection with these options during the six months ended June 30, 2015.

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 $126,369 and $255,227 related to stock options was recorded for the six months ended June 30, 2015 and 2014, respectively.  Excluding options whose performance condition is not yet deemed probable, as of June 30, 2015, the Company had unvested outstanding options with related unrecognized expense of $35,045.  The Company will recognize this expense as these options vest over their remaining useful lives, which range from 44 to 52 months.

The Company estimated the fair value of the stock options described in the above paragraphs as of 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 June 30, 2015 and changes during the six 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		15,790,000			0.190

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NOTE 6 COMMON STOCK OPTIONS (Details) - Schedule of Fair Value Assumptions of Stock Options - 6 months ended Jun. 30, 2015	Total
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		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Schedule of Earnings Per Share, Basic and Diluted [Abstract]
Numerator: Net loss	$ (384,517)	$ (592,686)	$ (794,008)	$ (987,569)
Denominator: Weighted average number of common shares outstanding	351,692,310	338,105,496	349,488,212	331,129,640
Basic and diluted net loss per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00

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NOTE 10 SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 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 noted none that require accounting or disclosure in the accompanying financial statements.

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NOTE 8 ACCOUNTS PAYABLE - RELATED PARTIES

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 8     ACCOUNTS PAYABLE – RELATED PARTIES

As of June 30, 2015 and December 31, 2014, the Company owed $293,041 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

6 Months Ended

Jun. 30, 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 April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs.”  To simplify presentation of debt issuance costs, the amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU.  For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.  Early adoption of the ASU is permitted for financial statements that have not been previously issued.  The Company is assessing the impact, if any, of implementing this guidance on its financial reporting, as well as the impact of early adoption of the ASU.

In May 2014, the FASB issued 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, 2017, and interim periods therein.  Early adoption is not permitted.  The Company is 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 disclosures in the notes to the financial statements.  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 does not expect the implementation of this guidance to have a material impact on its financial reporting.

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

6 Months Ended

Jun. 30, 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
	June 30,
	2015			2014
Numerator: Net loss	$	(384,517	)	$	(592,686	)
Denominator: Weighted average number of common shares outstanding		351,692,310			338,105,496
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

	For the Six Months Ended
	June 30,
	2015			2014
Numerator: Net loss	$	(794,008	)	$	(987,569	)
Denominator: Weighted average number of common shares outstanding		349,488,212			331,129,640
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)

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NOTE 5 COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2015 CAD	Dec. 31, 2002 USD ($)	Dec. 31, 2001 USD ($)	Dec. 31, 2014 USD ($)
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Accounts Payable, Current	$ 476,636				$ 470,147	[1]
Accounts Payable, Other, Current	224,852				224,852	[1]
Certified Laboratory Space [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals | CAD		CAD 1,375
Second Laboratory for Full Scale Room Testing [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals | CAD		1,375
Full Scale Room Testing [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals | CAD		CAD 475
Corporate Offices [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals	2,300
Settlement Amount, September 2001 [Member] | Rakas Litigation [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Litigation Settlement, Amount				$ 25,000
Default Judgement [Member] | Rakas Litigation [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Accounts Payable, Current	143,000				143,000
Default Judgement [Member] | Settlement Amount, January 2002 [Member] | Rakas Litigation [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Loss Contingency, Damages Sought, Value			$ 143,000
Litigation Fees [Member] | Rakas Litigation [Member]
NOTE 5 COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Accounts Payable, Current	$ 21,308				$ 21,308

[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 ($)	Jun. 30, 2015	Dec. 31, 2014	[1]
Related Party Transactions [Abstract]
Accounts Payable, Related Parties, Current	$ 293,041	$ 233,109

[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 ($)	6 Months Ended
	Jun. 30, 2015		Jun. 30, 2014
Cash Flows from Operating Activities:
Net loss	$ (794,008)		$ (987,569)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	26,303		24,082
Stock-based compensation expense	126,369		255,227
Changes in operating assets and liabilities:
Prepaid expenses	42,077		24,877
Accounts payable and accounts payable – related parties	66,423		(37,087)
Accrued expenses and accrued expenses – related parties	40,037		5,827
Net Cash Used in Operating Activities	(492,799)		(714,643)
Cash Flows from Investing Activities:
Cost of registering patents	(12,932)		(18,170)
Net Cash Used in Investing Activities	(12,932)		(18,170)
Cash Flows from Financing Activities:
Principal payments on notes payable	(37,274)		(29,820)
Issuance of common stock for cash	546,000		1,049,250
Net Cash Provided by Financing Activities	508,726		1,019,430
Effect of Foreign Currency Exchange Rates	19,662		2,418
Net increase in cash	22,657		289,035
Cash as of beginning of the period	140,496	[1]	81,856
Cash as of end of the period	163,153		370,891
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	725		731
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Financing of insurance policies	$ 37,392		$ 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

6 Months Ended

Jun. 30, 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 June 30, 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 June 30, 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 monthly lease payments 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 4 GOING CONCERN (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
NOTE 4 GOING CONCERN (Details) [Line Items]
Retained Earnings (Accumulated Deficit)	$ (34,156,432)		$ (33,362,424)	[1]
Working capital (deficit)	$ (3,323,611)
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	$ 546,000	$ 1,049,250	$ 1,604,250
Stock Issued During Period, Shares, New Issues	10,800,000		23,978,572
Minimum [Member]
NOTE 4 GOING CONCERN (Details) [Line Items]
Sale of Stock, Price Per Share	$ 0.05		$ 0.05
Maximum [Member]
NOTE 4 GOING CONCERN (Details) [Line Items]
Sale of Stock, Price Per Share	$ 0.07		$ 0.085

[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.