As filed with the Securities and Exchange Commission on January 3, 2011

Registration No. 333-__________

As filed with the Securities and Exchange Commission on February 12, 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

~~UNDER~~Under

THE SECURITIES ACT OF 1933

Medizone International, Inc.

(Exact name of registrant as specified in its charter)

Nevada		5122		87-0412648
(State or other jurisdiction of incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

~~144~~350 ~~Buena~~East ~~Vista,~~Michigan ~~P.O. Box 742~~Avenue, ~~Stinson~~Suite ~~Beach, California 94970 Telephone (415) 868-0300~~500

~~(Address~~Kalamazoo, ~~and~~MI ~~telephone number of principal executive offices)~~ 49007

~~Edwin~~(269) ~~G. Marshall~~202-5020

~~Chief~~(Address, ~~Executive~~including ~~Officer~~zip code, and telephone number. Including area code, of principal executive offices)

Philip A. Theodore

Executive Vice President, General Counsel

Medizone International, Inc.

~~144~~350 ~~Buena~~East ~~Vista~~Michigan Avenue, Suite 500

~~P.O.~~Kalamazoo, ~~Box~~Michigan ~~742~~49007

~~Stinson~~(269) ~~Beach, California 94970~~202-5020

(~~415)~~Name, ~~868-0300~~address, including zip code, and telephone number, including area code, of agent for service)

~~(Name,~~Copies ~~address and telephone number of agent for service)~~to

Copies to:

Kevin R. Pinegar, Esq.

CWayne D. ~~Parkinson Lloyd~~Swan, Esq.

Durham Jones & Pinegar, P.C.

111 ~~East~~S. ~~Broadway~~Main Street, Suite 2400

Suite 900

Salt Lake City, Utah 84111

~~Telephone:~~(801) 415-3000

~~Facsimile~~Approximate date of commencement of proposed sale to the public: ~~(801)~~From ~~415~~time-~~3500~~to-time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ ☑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of "“large accelerated filer,"” "“accelerated filer,"” ~~and "~~“smaller reporting company"” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer o ☐(Do not check if a smaller reporting company) Smaller reporting company þ☑ Emerging growth company ☐

CALCULATION OF REGISTRATION FEE ~~CHART~~

Title of each class of securities to be registered	Amount to be registered(1)		~~Proposed maximum offering price per share (2)~~	Proposed maximum ~~aggregate~~ offering price per share (32)		~~Amount of registration fee~~	Proposed maximum aggregate offering price(3)		Amount of registration fee
Common stock, $0.001 par value per share	66,666,667		$0.20	$13,333,334		$1,548
Common Stock, $0.001 par value per share		22,233,427		$	0.0392		$	871,550	$	108.51
Total:	66,666,667		N/A	$13,333,334		$1,548

(1) We are registering 66(i) 14,~~666~~059,~~667~~041 shares of our ~~Common~~common ~~Stock~~stock ~~(the “Draw Down Shares”)~~ that we ~~will~~may put to ~~Mammoth~~L2 ~~Corporation~~Capital, LLC (“~~Mammoth~~L2”) ~~pursuant~~and toSBI aInvestments ~~Common~~LLC, ~~Stock~~2014-1 ~~Purchase~~(“SBI” ~~Agreement~~and, (together with L2, the “~~Stock~~Investors” ~~Purchase~~or ~~Agreement~~the “selling stockholders”), ~~between~~pursuant ~~Mammoth~~to ~~and~~an equity purchase agreement entered into by the ~~registrant~~Investors ~~effective~~with us on ~~November~~January 1731, ~~2010~~2018 and (ii) 8,174,386 shares of our Common Stock that we issued to the Investors (4,087,193 to each Investor) as a commitment fee in connection with the equity purchase agreement. In the event of stock splits, stock dividends, or similar transactions involving the Common Stock, the number of ~~common~~ shares of Common Stock registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the adjustment provisions of the ~~Stock~~equity ~~Purchase~~purchase ~~Agreement~~agreement require the registrant to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new registration statement to register those additional shares.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act, onbased upon the ~~basis~~average of the ~~closing~~high ~~bid~~and ~~price~~low ofsales ~~Common~~prices ~~Stock~~for of the registrant’s Common Stock as reported on the ~~Over-the-Counter~~OTC ~~Bulletin~~Markets ~~Board (the “OTCBB”)~~ on ~~December~~February 288, ~~2010~~2018.

(3) ~~This~~Based ~~amount~~on ~~represents~~ the ~~maximum~~average ~~aggregate value~~ of ~~Common Stock which may be put to Mammoth by~~ the ~~registrant~~high ~~pursuant to the terms~~ and ~~conditions~~low ofsales ~~the~~prices ~~Stock Purchase Agreement between Mammoth and the registrant. Under the terms of the Stock Purchase Agreement with Mammoth, Mammoth will purchase shares of Common Stock being registered~~ for ~~resale hereunder at prices that are 25 percent below~~ the ~~lowest closing bid price of the Company~~registrant’s Common Stock ~~during~~as ~~the~~reported ~~five~~on ~~consecutive trading days preceding~~ the ~~Company’s~~OTC ~~draw~~Markets ~~down~~on ofFebruary ~~funds under the Equity Line established by the Stock Purchase Agreement~~8, ~~up to an aggregate investment amount by Mammoth of $10,000,000~~2018.

The registrant hereby amends this ~~registration~~Registration ~~statement~~Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this ~~registration~~Registration ~~statement~~Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the ~~registration~~Registration ~~statement~~Statement shall become effective on such date as the Commission, acting pursuant to ~~such~~said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission ~~declares~~is ~~our registration statement~~ effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Subject~~PRELIMINARY ~~to Completion, Dated January 3, 2011~~ PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2018

MEDIZONE INTERNATIONAL, INC.

66Up to 22,~~666~~233,~~667~~427 Shares

Common Stock

This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 66 14,~~666~~059,~~667~~ 041 shares of ~~our~~the ~~Common~~common ~~Stock~~stock, $0.001 par value per share (“Common Stock”) byof ~~Mammoth~~Medizone ~~Corporation~~International, Inc., a Nevada corporation (“~~Mammoth~~Medizone,” “we,” or ~~the~~ “~~Selling Stockholder~~Company”)~~, which~~. ~~are~~The shares ~~that~~of weCommon ~~will~~Stock ~~issue~~are issuable by us to ~~Mammoth~~the selling stockholders pursuant to anthe ~~equity~~terms ~~financing~~of ~~facility~~that certain Equity Purchase Agreement entered into by us with L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1 (“SBI”) dated January 31, 2018 (the “~~Equity~~Purchase ~~Line~~Agreement”). ~~established~~Subject ~~pursuant~~ to the terms and conditions of the ~~Common Stock~~ Purchase Agreement, (we have the right to “put,” or sell, up to $10,000,000 worth of shares of our Common Stock ~~Purchase~~to ~~Agreement”)~~L2 ~~described~~and SBI over a period of 36 months. This arrangement is also sometimes referred to in this prospectus as the “Equity Line.” ~~The~~For ~~resale~~more information about the Equity Line, see the discussion beginning on page 1 of ~~such~~this ~~shares~~prospectus. This prospectus also relates to the resale by ~~Mammoth~~the ~~pursuant~~selling stockholders of up to ~~this~~8,174,386 ~~prospectus~~shares isof ~~referred~~our Common Stock (4,087,193 by each selling stockholder) that we issued to ~~herein~~the selling stockholders as a commitment fee (the “~~Offering.~~Commitment Shares”) with respect to the Purchase Agreement.

~~The~~For ~~Stock~~more ~~Purchase~~information ~~Agreement~~about ~~with~~the ~~Mammoth~~selling ~~provides~~stockholders, ~~that~~please ~~Mammoth~~see isthe ~~committed~~section ~~to purchase up to $10,000,000~~ of ~~our~~this ~~Common~~prospectus ~~Stock.~~entitled We“Selling ~~may~~Stockholders” ~~draw~~beginning on ~~the~~page ~~Equity Line from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Stock Purchase Agreement~~33.

~~Mammoth~~The isselling anstockholders ~~“underwriter”~~may ~~within~~offer ~~the~~all ~~meaning~~or ofpart ~~the Securities Act~~ of ~~1933 (“Securities Act”) in connection with~~ the ~~resale of our Common Stock under the Stock Purchase Agreement. No other underwriter or person has been engaged to facilitate the sale of~~ shares offor ~~our~~resale ~~Common~~from ~~Stock~~time ~~in this Offering. This Offering will terminate 24 months after the registration statement~~ to ~~which~~time ~~this~~through ~~prospectus~~public isor ~~made~~private atransactions ~~part~~at iseither ~~declared~~fixed ~~effective~~prices byor ~~the~~prevailing ~~Securities~~market ~~and~~prices ~~Exchange~~at ~~Commission (“SEC”). Mammoth will pay us 75 percent of~~ the ~~lowest~~time ~~closing bid price~~ of ~~our~~sale, ~~Common~~at ~~Stock~~varying ofprices ~~the~~or ~~five~~negotiated ~~consecutive trading day period preceding the date we give notice of the exercise of our put option under the Stock Purchase Agreement (“Draw Down Notice”)~~prices.

WeL2 ~~will~~and ~~not~~SBI ~~receive~~are ~~any~~“underwriters” ~~proceeds~~within ~~from~~the meaning of the ~~sale~~Securities Act of ~~these~~1933, ~~shares~~as amended (the “Securities Act”), in connection with the resale of our Common Stock ~~offered~~under bythe Equity Line and the ~~Selling~~resale ~~Stockholder.~~of ~~However~~the Commitment Shares, weand ~~will~~any ~~receive~~broker-dealers ~~proceeds~~or ~~from~~agents ~~the~~that ~~sale~~are ofinvolved ~~our~~in ~~Common~~such ~~Stock~~resales may be deemed to ~~Mammoth~~be ~~under~~“underwriters” within the ~~Stock~~meaning ~~Purchase~~of ~~Agreement~~the Securities Act in connection therewith. ~~Those~~In ~~proceeds~~such ~~will~~event, beany ~~used~~commissions ~~for~~received ~~working~~by ~~capital~~such broker-dealers or agents and ~~general~~any ~~corporate~~profit ~~purposes~~on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. WeFor ~~will~~more ~~bear~~information, ~~all~~please ~~costs~~see ~~associated~~the ~~with~~section of this ~~registration~~prospectus titled “Plan of Distribution” beginning on page 34.

~~Our~~We ~~Common~~will ~~Stock~~not isreceive ~~quoted~~any onproceeds ~~the~~from ~~Over-~~the~~-Counter~~ ~~(“OTC”)~~resale ~~Bulletin~~of ~~Board under the symbol “MZEI.OB.” The~~ shares of ~~our~~ Common Stock ~~registered hereunder are being offered for sale~~ by the ~~Selling~~selling ~~Stockholder at prices established on the OTC Bulletin Board during the term of this Offering~~stockholders. ~~On December~~We 28will, ~~2010~~however, ~~the~~receive ~~closing~~proceeds ~~bid~~from ~~price of our Common Stock was $0.20 per share. These prices will fluctuate based on~~ the ~~demand~~sale ~~for~~of ~~our~~shares ~~Common~~directly ~~Stock.~~to ~~Nevertheless,~~L2 ~~Mammoth~~and ~~does~~SBI ~~not~~pursuant ~~have~~ to ~~sell~~ the ~~shares~~Equity ~~in transactions reported on the OTC Bulletin Board, and may offer its shares through any type of public or private transaction~~Line.

~~Investing~~Our ~~in our~~ Common Stock ~~involves~~is aquoted ~~high~~on ~~degree~~the ofOTCQB ~~risk~~Marketplace operated by the OTC Markets Group, Inc., ~~You~~or ~~should~~“OTCQB” ~~purchase~~under ~~shares~~the ~~only~~symbol if“MZEI.” ~~you~~On February ~~can~~8, ~~afford~~2018, athe ~~complete~~average ~~loss~~of the high and low sales prices of our Common Stock was $0.0392 ~~See~~per ~~"Risk~~share. ~~Factors"~~These ~~beginning~~prices will fluctuate based on ~~page~~the 6demand for our Common Stock.

Investing in our Common Stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________ __, ~~2011~~2018.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	31
RISK FACTORS	6
THE OFFERING	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
RISK FACTORS	5
USE OF PROCEEDS	11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
DIVIDEND POLICY	11
USE OF PROCEEDS	12
MARKET FOR COMMON STOCK AND OTHER RELATED STOCKHOLDER MATTERS	12
DIVIDEND POLICY	12
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
MARKET FOR COMMON STOCK AND OTHER RELATED STOCKHOLDER MATTERS	13
OUR BUSINESS	15
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
OUR PROPERTY	21
OUR BUSINESS	18
LEGAL PROCEEDINGS	21
OUR PROPERTY	24
MANAGEMENT	22
LEGAL PROCEEDINGS	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	25
DIRECTORS, EXECUTIVE OFFICERS, AND PROMOTERS	24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	26
EXECUTIVE COMPENSATION	28
DESCRIPTION OF SECURITIES	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
SELLING STOCKHOLDER	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	32
PLAN OF DISTRIBUTION	30
DESCRIPTION OF SECURITIES TO BE REGISTERED	32
EXPERTS	31
SELLING STOCKHOLDERS	33
LEGAL MATTERS	31
PLAN OF DISTRIBUTION	34
INDEMNIFICATION OF DIRECTORS AND OFFICERS	31
EXPERTS	35
AVAILABLE INFORMATION	32
LEGAL MATTERS	35
INTEREST OF NAMED EXPERTS AND COUNSEL	36
WHERE YOU CAN FIND MORE INFORMATION	36
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION ON SECURITIES ACT LIABILITIES	36
INDEX TO FINANCIAL STATEMENTS	F-1
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

2The Medizone International, Inc., Medizone, AsepticSure®, and other trademarks or service marks of the Company appearing in this prospectus are the property of Medizone International, Inc. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters.

Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. Before investing in the securities offered hereby, you should read the entire prospectus, including our consolidated financial statements and related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In this prospectus, the terms “Medizone,” “the Company,” “we,” “us,” and “our” refer collectively, to Medizone International, Inc., a Nevada corporation, our subsidiary, Medizone Canada Inc., and the Canadian Foundation for Global Health, a non-profit organization that is affiliated with us.

~~General~~Our Business

~~Medizone~~We ~~was~~are ~~incorporated~~a global provider of disinfection solutions. We invented the AsepticSure® system to provide a superior means of disinfecting non-porous surfaces in ~~1986~~numerous settings, including hospitals, other healthcare facilities and isnon-hospital/healthcare facilities. The AsepticSure® system utilizes hydrogen peroxide vapor and ozone in a ~~development~~patented ~~stage~~process ~~company~~that achieves a six-log reduction across a broad array of bacterial and viral pathogens. ~~Prior~~ toWe ~~2008~~were incorporated in the State of Nevada on August 24, we1984 ~~had~~as ~~been~~Madison ~~dedicated~~Funding, Inc. We changed our name in March 1986 to ~~(i)~~“Medizone ~~seeking~~International, ~~regulatory~~Inc.” ~~approval~~when ofwe aacquired ~~precise~~certain ~~mixture~~proprietary ofrights ~~ozone~~registered ~~and~~under that mark related to a patented developmental oxygen, and aozone ~~proprietary~~mixture and process oftargeted at inactivating lipid- enveloped viruses for the intended purpose of decontaminating blood and blood products and assisting in the treatment of certain diseases;, ~~(ii)~~and developing ~~or acquiring the~~ related technology and equipment for ~~the~~production ~~medical~~and ~~application~~delivery of ~~our~~those products,. ~~including~~We asubsequently ~~drug~~directed ~~production and delivery system; and, (iii) applying~~ our ~~novel~~efforts ~~technology~~toward to the ~~problem~~disinfection ofsolutions ~~nosocomial~~that ~~infections~~are ~~world-wide~~our current business.

~~New~~Our ~~Business~~principal ~~Direction~~executive office is located at 350 East Michigan Avenue, Suite 500, Kalamazoo, MI 49007. Our corporate website is www.medizoneint.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this prospectus or the registration statement of which it is a part. Our telephone number at our principal executive office is (269) 202-5020.

~~Early~~The inEquity 2008, we began to consider other applications of our core technologies and new technologies with lower development costs with the objective of moving us to revenue production in the shortest period of time. We began to pursue an initiative in the field of hospital sterilization. This change in focus was motivated in part by a review of published data on hospital-derived infections, an area of rapidly growing concern in the medical community. We are building on our experience with ozone technologies and its bio-oxidative qualities in pursuing this initiative. We have shifted our near term efforts towards one of our founding tenets, namely that under the right conditions, ozone can be extremely effective at sterilizing biological fluids (blood, serum, and plasma and plasma fractionates) as well as biologically contaminated equipment and spaces. Line

~~The~~On ~~primary~~January ~~emphasis~~31, of2018 ~~this~~(the ~~new~~“Closing ~~effort~~Date”), ~~has~~we ~~been~~entered into that certain Equity Purchase Agreement with the ~~development~~Investors (the “Purchase Agreement”), pursuant to which Investors committed to purchase in the aggregate, up to $10,000,000 of avalue ~~highly~~of ~~portable~~the Company’s Common Stock (the “Equity Line”). On the Closing Date, ~~low-cost~~we issued 4,087,193 ~~ozone-based~~shares ~~technology~~of Common Stock (the “~~AsepticSure™~~Commitment Shares”) ~~specifically~~to ~~for~~each Investor as a commitment fee with respect to the ~~purpose~~Equity Line. The Commitment Shares were earned in full upon the execution of ~~decontaminating~~the Purchase Agreement, and ~~sterilizing~~the ~~hospital~~ownership ~~surgical~~of ~~suites,~~the ~~emergency~~Commitment ~~rooms~~Shares by the Investors is not contingent upon any other event or condition, ~~and~~including ~~intensive~~but ~~care~~not ~~units.~~limited ~~The~~to ~~development~~the ~~pathway~~effectiveness ~~will~~of bethe ~~based~~registration onstatement ~~independent~~of ~~peer-reviewed~~which ~~science~~this ~~and~~prospectus ~~engineering~~forms ~~excellence. A~~a ~~government~~part ~~variant~~or our sale of ~~AsepticSure™~~any isshares ~~being~~of ~~developed~~Common ~~for~~Stock ~~bio-terrorism~~to ~~countermeasures~~the Investors pursuant to the Purchase Agreement.

InPursuant ~~addition~~ to the ~~hospital~~Purchase ~~sterilization~~Agreement, ~~initiative~~provided certain closing conditions are met, we have ~~developed~~the anright, ~~ozone-destruct~~but ~~unit~~not ~~which~~the isobligation, ~~used~~to ~~following~~direct ~~sterilization~~the ofInvestors ~~the~~to ~~treated~~purchase ~~infrastructure~~shares toof ~~reverse~~our Common Stock (the ~~ozone~~“Put ~~gas~~Shares”) (O3i) in ~~the~~a ~~space~~minimum amount of not less than $20,000 and ~~turn~~(ii) itin ~~back~~a ~~into~~maximum O2amount of $1,000,000, provided that the number of Put Shares shall not exceed 300% of the average daily trading volume in the 10 trading days immediately preceding a ~~short~~Put ~~period~~Notice of(as ~~time~~defined below). We At ~~have~~any ~~initially~~time, ~~targeted~~and from time to time during the ~~treatment~~term of the Purchase Agreement (the “Commitment Period”), we may deliver a ~~typically~~notice ~~sized~~to ~~surgical~~the ~~suite~~Investors ~~including~~(the ~~sterilization~~“Put ~~followed~~Notice”) byand ~~ozone~~shall ~~destruct~~deliver the Put Shares to ~~habitable~~Investors ~~standards~~via inDWAC ~~two~~within ~~hours~~one ortrading ~~less~~day. ~~This~~ The ~~short~~Purchase ~~turn-around~~Price ~~period~~for the Put Shares is ~~considered~~85% of ~~great~~the ~~importance~~lowest ~~relative~~traded price (as reported by Bloomberg Finance L.P.) during the five trading days immediately following the date the Investors receive the Put Shares via DWAC associated with the applicable Put Notice (the “Valuation Period”). The closing of a Put Notice shall occur within one trading day following the end of the respective Valuation Period, whereby (i) the Investors shall deliver the investment amount to ~~commercialization~~us by wire transfer of immediately available funds and (ii) the ~~technology~~Investors shall return surplus Put Shares if the value of the Put Shares delivered to the Investors causes us to exceed the maximum commitment amount. We shall not deliver another Put Notice to the Investors within seven trading days of a prior Put Notice.

~~Risks~~Our ~~Associated~~right ~~With~~to ~~Our~~issue ~~Business~~and sell the Put Shares to the Investors is subject to the satisfaction of certain closing conditions, including, but not limited to, (i) an effective registration statement for resale by the Investors of the Put Shares and Commitment Shares, (ii) the accuracy of our representations and warranties, (iii) our performance of our obligations under the Purchase Agreement in all material respects, (iv) no suspension of trading or delisting of the Common Stock, (v) limitation of each Investor’s beneficial ownership to no more than 9.99%, (vi) our maintaining our DWAC-eligible status, (vii) our maintaining a sufficient number of authorized shares of Common Stock in reserve, and (viii) the minimum pricing for the Put Shares in the five trading days immediately preceding the respective Put Date exceeding $0.01.

~~Our~~The ~~ability~~obligation of the Investors to ~~execute~~purchase ~~our~~Common ~~strategy~~Stock ~~and~~from ~~capitalize~~us will expire (the “Commitment Period”) on ~~our~~the ~~competitive~~earlier ~~strengths~~of is(i) ~~subject~~the todate aon ~~number~~which the Investors shall have purchased $10,000,000 value of ~~risks~~shares ~~more~~of ~~fully~~Common ~~discussed~~Stock infrom ~~the~~us ~~“Risk~~pursuant ~~Factors”~~to ~~section~~the ~~immediately~~Equity ~~following~~Line, ~~this~~(ii) ~~summary.~~January ~~Before~~31, ~~you~~2021, ~~invest~~or in(iii) upon our ~~shares~~provision of written notice to the Investors that we elect to terminate the Purchase Agreement. Neither of the Investors, ~~you~~nor ~~should~~any ~~carefully~~affiliate ~~consider~~of ~~all~~either of the ~~information~~Investors inacting ~~this~~on ~~prospectus~~its behalf or pursuant to any understanding with it, ~~including~~will ~~matters~~execute ~~set~~any ~~forth~~short ~~under~~sales during the ~~heading~~period ~~“Risk~~from ~~Factors,”~~the ~~such~~date ~~as:~~hereof to the end of the Commitment Period.

·1

~~our~~Table ~~history~~ of ~~losses and the fact that we are a development stage company with significant accumulated deficits, and we can expect losses to continue for the foreseeable future;~~Contents

·In connection with the Purchase Agreement, we also entered into Registration Rights Agreement requiring us to prepare and file a registration statement registering the resale of the shares to be issued to the Investors under the Purchase Agreement and the Commitment Shares (the “Registrable Shares”), to use commercially reasonable efforts to cause such registration statement to become effective, and to keep such registration statement effective until (i) the date as of which the Investors may sell all the Registrable Shares owned by them without restriction under Rule 144 promulgated under the Securities Act, or (ii) the date they have sold all the Registrable Shares and no “Available Amount” remains under the Purchase Agreement. In accordance with the Registration Rights Agreement, on February 12, 2018, we filed the registration statement of which this prospectus is a part registering the resale by the Investors of up to 14,059,041 shares that may be issued and sold to the Investors under the Equity Line and 8,174,386 Commitment Shares. This registration statement was declared effective by the Securities and Exchange Commission (“SEC”) on _______ [*], 2018.

~~our~~The ~~net~~shares ~~operating~~being ~~losses~~offered ~~and~~pursuant to this prospectus by selling stockholders will represent approximately 5.6% of our ~~lack~~shares of ~~revenues~~Common ~~will~~Stock ~~require~~issued ~~that~~and weoutstanding ~~finance~~held by non-affiliates of our ~~operations~~Company ~~through~~as of the ~~sale~~date of ~~our~~this ~~securities~~prospectus ~~for~~assuming the ~~foreseeable~~offering ~~future;~~is fully subscribed.

·The foregoing description of the terms of the Purchase Agreement and Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the agreements and instruments themselves, copies of which are filed as Exhibits 10.7 and 10.8 to our Current Report on Form 8-K dated February 6, 2018, and incorporated into this registration statement by reference. The benefits and representations and warranties set forth in such agreements and instruments are not intended to and do not constitute continuing representations and warranties of the Company or any other party to persons not a party thereto.

We intend to sell shares of Common Stock periodically under the ~~commercialization~~Purchase Agreement and the Investors may, in turn, sell such shares to investors and determine at what price they will sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices. This may cause our stock price to decline, which will require us to issue increasing numbers of shares of Common Stock under the Equity Line to raise the intended amount of funds as our ~~technology;~~stock price declines.

·Likelihood of Accessing the Full Amount of the Equity Line

~~technological~~Notwithstanding ~~advances~~that the Equity Line is in an amount of $10,000,000, we anticipate that the actual likelihood that we will be able access the full amount of the Equity Line is low due to several factors, including that our ability to access the Equity Line is affected by the average daily trading volume of our ~~competitors;~~stock, which may limit the maximum dollar amount of each Put Notice we deliver, and our stock price. Our use of the Equity Line will continue to be limited and restricted if our share trading volume or the market price of our stock continue at their current levels or decrease further in the future from the volume and stock prices reported over the past year. Further, if the price of our stock remains at $0.0392 per share (which represents the average of the high and low reported sales prices of our Common Stock on February 8, 2018), the sale by the selling stockholders of all 14,059,041 of the shares offered under this prospectus would mean we would receive only $468,447 from our sale of shares under the Equity Line. Our ability to issue shares in excess of the 14,059,041 shares covered by the registration statement of which this prospectus is a part will be subject to our filing a subsequent registration statement with the SEC and the SEC declaring it effective.

·At current market prices, it will be necessary for us to increase the number of our authorized shares of Common Stock in order to issue shares under the Equity Line in the future, if we want to raise the full available amount of $10,000,000. Increasing the number of our authorized shares will require further board and stockholder approval. We intend to seek stockholder approval to increase our authorized capital, but there is no assurance we will obtain the approval necessary. Accordingly, because our ability to deliver Put Notices under the Purchase Agreement is subject to a number of conditions, there is no guarantee that we will receive all or any portion of the $10,000,000 that is otherwise contractually available to us under the Equity Line.

~~changes~~January ~~to regulatory requirements relating to environmental approvals for the treatment of infectious medical waste~~31, ~~capital~~2018 ~~needs~~Convertible toNote ~~fund~~and ~~any~~Warrant ~~delays~~Financing ~~or extensions of development programs;~~Transaction

·On January 31, 2018, we entered into identical securities purchase agreements (the “Securities Purchase Agreements”) with the Investors, pursuant to which we issued to the Investors identical unsecured convertible promissory notes (collectively, the “Notes”) in the aggregate principal amount of $285,000. The Notes accrue interest (payable at maturity of the Notes) at a rate of 8% per annum and mature six months from the issue date. The Notes were issued with original issue discount of $17,500. Furthermore, an additional $10,000 was subtracted from the proceeds paid to us to reimburse the Investors for their legal fees in connection with the preparation of the Notes and the related investment agreements. Accordingly, the net proceeds we received for each Note was $125,000. We received total net proceeds of $250,000 for both Notes. The Notes are convertible at any time at the option of the Investors into shares of Common Stock at a conversion price of $0.05 per share, which conversion price is subject to adjustment upon the occurrence of certain events of default with respect to the Notes; provided, however, that in no event shall an Investor be entitled to convert any portion of a Note in excess of that portion of the Note on conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Investor and its affiliates (disregarding for this purpose certain other shares that may be deemed to be beneficially owned by the Investor) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Note with respect to which the determination of beneficial ownership is being made, would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding shares of our Common Stock. However, an Investor may increase the 4.99% limitation to 9.99% by providing 61 calendar days prior written notice to the Company. We may prepay the amount outstanding under either Note at any time by making a payment to the holder of an amount in cash equal to 130% multiplied by the total outstanding amount owed under the Note at such time of repayment. The Investor may convert the Note in whole or in part at any time after it has been called for redemption.

~~delays in the manufacture of new and existing products by us or third party contractors;~~2

·Table of Contents

~~market~~In ~~acceptance~~connection with the issuance of ~~our~~the ~~technology~~Notes, each Investor also received a warrant (collectively, the “Warrants”) to purchase 2,833,168 shares of Common Stock. The Warrants are immediately exercisable and ~~related~~may ~~system;~~be exercised at any time prior to 5:00 p.m. Eastern Standard Time on the date that is the five-year anniversary of their issuance. The exercise price per share of the Warrants is equal to 110% multiplied by the closing bid price of the Common Stock on the issuance date, which was $0.0379 per share. The Warrants include a cashless net exercise provision whereby the holder can elect to receive shares equal to the value of the Warrants minus the fair market value of shares being surrendered to pay for the exercise. The Warrants contain customary anti-dilution provisions.

·The foregoing description of the terms of the Securities Purchase Agreements, the Notes and the Warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the agreements and instruments themselves, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 to our Current Report on Form 8-K dated February 5, 2018, and incorporated into this registration statement by reference. The benefits and representations and warranties set forth in such agreements and instruments are not intended to and do not constitute continuing representations and warranties of the Company or any other party to persons not a party thereto.

~~the~~Risks ~~loss~~Associated ofwith ~~any~~Our ~~key employees;~~Business

·Our ability to execute our strategy and to capitalize on our competitive strengths is subject to a number of risks more fully discussed in the “Risk Factors” beginning on page 5. Before you invest in our shares, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors,” such as:

~~delays~~· inour ~~obtaining~~history ~~federal,~~of ~~state~~losses orand ~~local~~the ~~regulatory~~fact ~~clearance~~that ~~for~~we ~~new~~have ~~installations~~significant accumulated deficits, and ~~operations~~that we can expect losses to continue for the foreseeable future;

·	our net operating losses and our lack of revenues will require that we finance our operations through the sale of our securities for the foreseeable future;

·	the commercialization of our technology;

·	technological advances by our competitors;

·	changes to regulatory requirements relating to environmental approvals for the disinfection of health care facilities and the capital needs to fund any delays or extensions of development programs;

·	delays in the manufacture of new and existing products by us or third-party contractors;

·	market acceptance of the AsepticSure^® system;

·	the loss of any key employees;

·	delays in obtaining federal, state or local regulatory clearance for the AsepticSure^® system

·	changes in governmental regulations; and

·	availability of capital on terms satisfactory to us.

·Table of Contents

~~changes~~THE ~~in governmental regulations; and~~OFFERING

Common Stock offered by selling stockholders	22,233,427 shares. No shares of Common Stock are offered by the Company under this prospectus.

Common Stock outstanding before the Offering	415,191,788 shares as of February 8, 2018.

Common Stock outstanding after the Offering	429,250,829 shares, assuming the issuance and resale of all of the shares of Common Stock covered by the registration statement of which this prospectus forms a part. The number of shares of Common Stock to be outstanding after the Offering excludes (i) 23,873,836 shares issuable upon the exercise of stock options and warrants at a weighted average price of $0.0844 per share, outstanding as of December 31, 2017 and (ii) 6,100,000 shares of our Common Stock issuable upon the conversions of the Notes.

Terms of the Offering	The selling stockholders will determine when and how they will sell the Common Stock offered in this prospectus.

Termination of the Offering	Subject to the terms of the Equity Line, this Offering will terminate 36 months after the registration statement of which this prospectus forms a part is declared effective by the SEC.

Use of Proceeds	We will not receive any proceeds from the sale of the shares of Common Stock offered by the selling stockholders. However, we will receive proceeds from sales of our Common Stock to the selling stockholders under the Purchase Agreement. The proceeds from the sale of shares to the selling stockholders under the Purchase Agreement will be used for working capital and general corporate purposes. See, “Use of Proceeds” on page 12.

Plan of Distribution	The selling stockholders may, from time to time, sell any or all of their shares of Common Stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. For further information, see “Plan of Distribution” beginning on page 34.

Risk Factors	The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See, “Risk Factors” beginning on page 5.

OTCQB Symbol	MZEI

availability of capital on terms satisfactory to us.

Company Information

We are organized in the State of Nevada. Our principal executive offices are located at 144 Buena Vista, P.O. Box 742, Stinson Beach, California, 94970. These premises are located in the home of our Chief Executive Officer, Edwin G. Marshall and are provided without any payment of rent to the Company given that we are a development stage enterprise. Our telephone number is (415) 868-0300. We maintain a website at http://medizoneint.com. The URL of our website is included herein as an inactive textual reference. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this prospectus or the registration statement of which it is a part.

The Offering
Common Stock offered by Selling Stockholder		66,666,667 shares of Common Stock. No shares of Common Stock are offered by us under this prospectus.
Common Stock outstanding before the Offering		259,262,171 shares of Common Stock as of December 31, 2010.
Common Stock outstanding after the Offering (1)		325,928,838 shares of Common Stock, assuming the issuance and resale of all of the shares of Common Stock covered by the registration statement of which this prospectus forms a part.
Terms of the Offering		The Selling Stockholder will determine when and how it will sell the Common Stock offered in this prospectus.
Termination of the Offering		This Offering will terminate 24 months after the registration statement to which this prospectus is made a part is declared effective by the SEC pursuant to the Stock Purchase Agreement.
Use of Proceeds		We will not receive any proceeds from the sale of the shares of Common Stock offered by the Selling Stockholder. However, we will receive proceeds from sales of our Common Stock to Mammoth under the Stock Purchase Agreement. The proceeds from the sale of shares to Mammoth will be used for working capital and general corporate purposes. See, “Use of Proceeds” on page 11.
Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See, “Risk Factors” beginning on page 6.
OTC Bulletin Board Symbol		MZEI.OB

(1)

The number of shares of Common Stock to be outstanding after the Offering excludes 7,750,000 shares issuable upon the exercise of stock options at a weighted average price of $0.17 per share, outstanding as of December 31, 2010.

The Stock Purchase Agreement

On November 17, 2010, we entered into a Common Stock Purchase Agreement, which we refer to in this prospectus as the Stock Purchase Agreement, with Mammoth Corporation (“Mammoth” or the “Selling Stockholder”) providing for a financing arrangement that is sometimes referred to as a committed equity line financing facility (or “Equity Line”). The Stock Purchase Agreement provides that, upon the terms and subject to the conditions in the Stock Purchase Agreement, Mammoth is committed to purchase up to $10,000,000 of shares of our Common Stock over the 24-month term of the Stock Purchase Agreement under certain specified conditions and limitations. Furthermore, in no event may Mammoth purchase any shares of our Common Stock which, when aggregated with all other shares of our Common Stock then beneficially owned by Mammoth,

~~would~~Table ~~result in the beneficial ownership by Mammoth~~ of ~~more than 4.9 percent of the then outstanding shares of our Common Stock. These maximum share and beneficial ownership limitations may not be waived by the parties.~~Contents

This prospectus, and the registration statement of which it is a part, registers the re-sale by Mammoth of 66,666,667 shares of our Common Stock, $0.001 par value per share, which we may require Mammoth to purchase pursuant to the terms of the Stock Purchase Agreement.

As of December 31, 2010, there were 259,262,171 shares of our Common Stock outstanding (217,902,044 shares held by non-affiliates) excluding the 66,666,667 shares offered by Mammoth pursuant to this prospectus, none of which we had issued as of December 31, 2010. Up to 66,666,667 shares are offered hereby consisting of shares that we may sell to Mammoth. If all of the 66,666,667 shares offered by Mammoth hereby were issued and outstanding as of December 31, 2010, such shares would represent approximately 21 percent of the total Common Stock outstanding or approximately 31 percent of the non-affiliate shares of Common Stock outstanding, as of the December 31, 2010. Additionally, the 66,666,667 shares represent approximately 26 percent of the shares of our Common Stock issued and outstanding as of December 31, 2010 (not including the 66,666,667 shares), or approximately 31 percent of shares currently held by non-affiliates.

Under the terms of the Stock Purchase Agreement, we have the opportunity for a two-year period, commencing on the date on which the SEC first declares effective the registration statement of which this prospectus is a part, to require Mammoth to purchase up to $10,000,000 in shares of our Common Stock. For each share of our Common Stock purchased under the Stock Purchase Agreement, Mammoth will pay to us a purchase price equal to 75 percent of the lowest closing bid price during the five consecutive trading day period (the “Draw Down Pricing Period”) preceding the date a draw down notice (the “Draw Down Notice”) is delivered by us to Mammoth (the “Draw Down Date”) in a manner provided by the Stock Purchase Agreement. Subject to the limitations outlined below, we may, at our sole discretion, issue a Draw Down Notice to Mammoth, and Mammoth will then be irrevocably bound to purchase such shares.

Each Draw Down Notice must specify the lowest purchase price during the Draw Down Pricing Period at which we will sell the shares to Mammoth, which shall not be less than 75 percent of the lowest closing bid price during the Draw Down Pricing Period. The Draw Down Notice will also include the aggregate dollar amount of the Draw Down, which will not be less than $25,000 and not more than $500,000 in any Draw Down Notice. There must be a minimum of 15 trading days between each Draw Down Notice. Regardless of the maximum amount indicated in the Draw Down Notice, Mammoth will not be obligated to purchase shares under any Draw Down Notice in an amount which, when added to the number of shares of Common Stock then beneficially owned by Mammoth, will result in Mammoth owning more than 4.9 percent of the outstanding shares of our Common Stock.

In making sales of our Common Stock to Mammoth under the Stock Purchase Agreement, we are relying on an exemption from the registration requirements of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction involves a private offering, Mammoth has represented that it is an “accredited investor” and Mammoth has access to information about us and its investment in our securities.

In connection with the Stock Purchase Agreement, we granted registration rights to Mammoth, and agreed to register the resale of shares issued to Mammoth in connection with Draw Downs made in connection with the Stock Purchase Agreement. Accordingly, we have filed this registration statement and prospectus to cover the resale by Mammoth of up to 66,666,667 shares of our Common Stock under the Stock Purchase Agreement.

As of December 28, 2010, the market price of our Common Stock was $0.20 per share. Using the formula set forth above to determine the purchase price under the Stock Purchase Agreement, we are registering the resale of that number of shares of Common Stock that would allow us to make Draw Downs for the full $10,000,000 available to us under the Equity Line. However, in the event that the market price for our shares declines, the number of shares of Common Stock covered by this registration statement will not change, and as such, we may not be able to access the full $10,000,000 without filing additional registration statements to register the resale of additional shares of Common Stock. We are not permitted to make Draw Downs under the Stock Purchase Agreement at any time there is not an effective registration statement registering the resale of shares of Common Stock by Mammoth.

Although we have registered the number of shares of Common Stock that would be issuable assuming the immediate Draw Down of the full $10,000,000 under the Stock Purchase Agreement, the provisions of the Stock Purchase Agreement limit the size and frequency of each Draw Down. In addition, the Stock Purchase Agreement limits the percentage of beneficial ownership of our Common Stock by Mammoth at any given time, as explained above and elsewhere in this prospectus. Any shares of Common Stock remaining unissued to Mammoth at the expiration of the Stock Purchase Agreement will be removed from registration and will not be offered for sale under this prospectus.

As of the date of this prospectus, we do not anticipate needing to draw the full amount of the Equity Line to implement our business plan and to develop and market our location sterilization technologies. We believe that we will need approximately $3,000,000 during the twelve months following the date of this prospectus for research, development, marketing, and related activities, as well as for general corporate purposes, including final product development and initiation

of sales. Pursuant to the Stock Purchase Agreement with Mammoth, the frequency and amounts of draws are within our control. We are not obligated to make any draws, and we may draw any amount up to the full amount of the Equity Line, in our discretion. As of the date of this prospectus, we do not plan to draw more funds (and correspondingly put more shares to Mammoth) under the Equity Line than is necessary to implement our business plan.

Pursuant to the Stock Purchase Agreement, we may make draws during the 24 months following the effective date of this prospectus, with a minimum amount of $25,000 and a maximum amount of $500,000 per Draw Down, but we are not obligated to draw the full $10,000,000. If we draw less than the full amount, we will put fewer shares of Common Stock to Mammoth, which will result in less dilution to our existing stockholders.

Neither the Stock Purchase Agreement nor any rights or obligations of Mammoth under the Stock Purchase Agreement may be assigned or transferred to any other person without our express written consent.

There are substantial risks to investors as a result of the issuance of shares of our Common Stock under the Stock Purchase Agreement. These risks include dilution of stockholders, significant decline in our stock price and our inability to draw sufficient funds when needed. See, “Risk Factors,” following this section.

Mammoth will periodically purchase our shares of Common Stock under the Stock Purchase Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of shares of Common Stock to Mammoth to raise the same amount of funds, as our stock price declines.

RISK FACTORS

~~The~~Investing ~~shares~~in of our Common Stock ~~being~~involves ~~offered~~a ~~for~~high ~~resale~~degree byof ~~the~~risk. ~~Selling~~Before ~~Stockholder~~purchasing ~~are~~any ~~highly~~of ~~speculative~~these ~~in nature~~securities, ~~involve~~you ashould ~~high~~carefully ~~degree~~consider ofthe ~~risk~~following ~~and~~factors ~~should~~relating beto ~~purchased~~our ~~only~~business byand ~~persons~~prospects, ~~who~~as ~~can~~well ~~afford~~as ~~to lose~~ the ~~entire~~other ~~amount~~information ~~invested~~in ~~therein.~~this ~~Before~~prospectus, ~~purchasing~~including ~~any~~our offinancial ~~these~~statements ~~securities,~~and ~~you~~the ~~should~~related ~~carefully~~notes ~~consider~~and ~~the~~“Management’s ~~following~~Discussion ~~factors~~and ~~relating~~Analysis toof ~~our~~Financial ~~business~~Condition and ~~prospects~~Results of Operations.” If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our Common Stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Risks Related to Our Financial Condition

We have a history of losses and have a substantial accumulated deficit, which raise substantial doubt about our ability to continue as a going concern. The report of our auditors on our consolidated financial statements for the years ended December 31, 2016 and 2015, as well as for prior years, contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern. Our significant losses since inception and accumulated deficit of $39,694,304 as of September 30, 2017, raise substantial doubt about our ability to continue as a going concern. The 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.

We expect losses to continue for the foreseeable future. No assurance can be given that our business activities will ever generate substantial revenues. Even with funding to continue our research and development activities, we expect to continue to incur substantial losses for the foreseeable future.

We currently have limited financing to meet our operating expenses. We will require additional financing in the future to cover our operating costs. If we are unable to obtain additional financing or to generate significant revenues from sales of our disinfection systems, we may be required to file for bankruptcy or liquidate. We have financed our operations since inception primarily by the sale of our Common Stock in small private placements to accredited investors and drawdowns under a prior equity line of credit. There is no assurance we will successfully accomplish our objectives or that necessary additional financing will be obtained in a timely manner or on terms that are acceptable to us.

Our net operating losses and our lack of revenues will require that we finance our operations through the sale of our securities for the foreseeable future. We will require substantial additional capital to meet our obligations and to commercialize our technology. The lack of assets and borrowing capacity makes it most likely that funding, if obtained, will be through sales of our Common Stock or other securities. The sale of equity securities or of securities that are convertible into our Common Stock will result in possible significant dilution to our stockholders and may adversely affect the trading price of our Common Stock. No assurances can be given that we will be able to obtain sufficient additional capital to continue our research and development programs and our efforts to commercialize the AsepticSure^®system, or that any additional financing will be sufficient to satisfy our ongoing administrative and operating expenses for any significant period of time.

Risks Related to Our Business

We currently have a ~~history~~limited ofsales, ~~losses~~marketing and distribution organization. If we are unable to develop our sales, marketing and distribution capability on our own or through collaborations with marketing partners, we will not be successful in commercializing our products. We ~~have~~intend ~~incurred~~to ~~significant~~establish ~~losses~~our ~~since~~sales ~~inception~~and marketing organization with technical expertise and supporting distribution capabilities to commercialize our products and product candidates, which ~~resulted~~will inbe anexpensive ~~accumulated~~and ~~deficit~~time-consuming. Any failure or delay in the development of ~~$24~~our internal sales,~~424,742~~ atmarketing ~~September~~and ~~30,~~distribution ~~2010~~capabilities would adversely impact the commercialization of our products. ~~These~~ ~~losses~~We may also distribute our products through independent contractor and ~~this~~distribution ~~significant~~agreements ~~deficit~~with ~~raise~~companies ~~substantial~~possessing ~~doubt~~established ~~about~~sales ~~our~~and ~~ability~~marketing tooperations ~~continue~~in asthe medical device industry, but there can be no assurance that we will be able to build a ~~going~~successful ~~concern~~sales and marketing infrastructure or enter into independent contractor and distribution agreements on terms acceptable to us or at all. ~~The~~ ~~accompanying~~To ~~audited~~the ~~consolidated~~extent ~~financial~~that ~~statements~~we doenter ~~not~~into ~~include~~co-promotion ~~any~~or ~~adjustments~~other ~~relating~~licensing arrangements, our product revenue is likely to be lower than if we directly marketed or sold our products. In addition, any revenue we receive would depend in whole or in part upon the ~~recoverability~~efforts of such third parties, which may not be successful and ~~classification~~are ofgenerally ~~asset~~not ~~carrying~~within ~~amounts~~our control. If we are unable to enter into such arrangements on acceptable terms or at all, we may not be able to successfully commercialize the ~~amount~~AsepticSure® system. If we are not successful in commercializing our existing and ~~classification~~future ofproducts, ~~liabilities~~either ~~that~~on ~~might~~our ~~result~~own ~~from~~or ~~the~~through ~~outcome~~collaborations ofwith ~~this~~one ~~uncertainty~~or more third parties, our future product revenue will suffer and we may incur significant additional losses.

We are a development stage company with significant accumulated deficits, and we can expect losses to continue for the foreseeable future. We have not generated any revenues from operations. No assurance can be given that our business activities will ever generate revenues. Even with funding to continue our research and development activities, we expect to continue to incur substantial losses for the foreseeable future.5

WeTable currently have limited financing to meet our current operating expenses. We will require additional financing in the future to cover our future operating costs. If we are unable to obtain additional financing, we may be required to take out bankruptcy or liquidate the Company. We have financed our operations since inception by the sale of ~~Common Stock in small private placements to accredited investors. There is no assurance we will successfully accomplish our objectives or that additional financing will be obtained.~~Contents

Our ~~net~~reliance ~~operating~~on ~~losses~~patented ~~and~~technology ~~our~~may ~~lack~~limit the scope of ~~revenues~~our ~~will~~protection ~~require~~and ~~that~~may weincrease ~~finance~~the ~~our~~cost ~~operations~~of ~~through~~doing ~~the~~business ~~sale~~if ofwe are required to enforce our ~~securities~~rights ~~for~~under ~~the~~existing ~~foreseeable~~and future patents. Our ~~strategy~~success ~~for~~will ~~financing~~depend, ~~operations~~in ~~includes~~large ~~the~~part, ~~sale~~on ofour ability to obtain and enforce patents, maintain our ~~Common~~trade ~~Stock~~secrets ~~under~~and ~~the~~operate ~~Stock~~without ~~Purchase~~infringing ~~Agreement. The~~on ~~sale~~the proprietary rights of ~~equity~~others, ~~securities~~both orin ofthe ~~securities~~United ~~that~~States ~~are~~and ~~convertible~~in toother ~~our~~countries. ~~Common~~The ~~Stock~~patent ~~will~~positions ~~result~~of incompanies ~~possibly~~can ~~significant~~be ~~dilution~~uncertain to ~~our~~some ~~stockholders~~extent and ~~may~~involve ~~adversely~~complex ~~affect~~legal and factual questions, and, therefore, the ~~trading~~scope ~~prices~~and enforceability of ~~our~~claims ~~Common~~allowed ~~Stock.~~in Wepatents ~~have~~are ~~funded~~not ~~development~~predictable ~~and~~with ~~operation~~absolute ~~activities~~accuracy. toOur ~~date~~rights ~~primarily~~depend ~~from~~in part upon the ~~sale~~breadth and scope of protection provided by our ~~Common~~patents ~~Stock. We~~and ~~will~~the ~~require~~validity ~~substantial~~of ~~additional~~those ~~capital~~patents. Any failure to ~~meet~~maintain ~~our~~the ~~obligations,~~issued aspatents ~~previously~~also ~~described.~~could ~~The~~adversely ~~lack~~affect ofour ~~assets~~business. ~~and~~We ~~borrowing~~intend ~~capacity~~to ~~make~~file itadditional ~~most~~patent ~~likely~~applications ~~that~~(both ~~such~~U.S. ~~funding~~and foreign), ifwhen ~~obtained~~appropriate, ~~will~~relating beto ~~through~~our ~~sales~~technologies, ofimprovements ~~Common~~to ~~Stock~~the ortechnologies ~~other~~and ~~securities~~for specific products. No ~~assurances~~There can be ~~given~~no assurance that weany ~~will~~issued bepatents ~~able~~or topending ~~obtain~~patent ~~sufficient~~applications ~~additional~~will ~~capital~~not tobe ~~continue~~challenged, ~~our~~invalidated ~~intended~~or ~~research~~circumvented. ~~program,~~There orcan ~~that~~also ~~any~~be ~~additional~~no ~~financing~~assurance ~~will~~that bethe ~~sufficient~~rights togranted ~~satisfy~~under ~~our~~patents ~~ongoing~~will ~~administrative~~provide ~~and~~us ~~operating~~with ~~expenses~~adequate ~~for~~proprietary ~~any~~protection ~~significant~~or ~~period~~competitive ~~of time~~advantages.

Our ~~reliance~~commercial success will also depend in part, on ~~patented~~our ~~technology~~ability ~~may~~to ~~limit~~avoid ~~the~~infringing ~~scope~~patents ofissued to others or breaching any technology licenses upon which our ~~protection~~products and ~~may~~services ~~increase~~are ~~the~~based. ~~cost~~It ofis ~~doing~~uncertain ~~business~~whether any third-party patents will require us to alter our products or processes, obtain licenses or cease certain activities. In addition, if patents have been issued to others, which contain competitive or conflicting claims and such claims are ultimately determined to be valid, we may be required to obtain licenses to those patents or to develop or obtain alternative technology. If any licenses are required, there can be no assurance we will be able to ~~enforce~~obtain ~~our~~necessary ~~rights~~licenses ~~under~~on commercially favorable terms, if at all. The breach of an existing license or the failure to obtain a license to any technology that we may require in order to commercialize our products may have a material adverse impact on our business, results of operations and ~~future~~financial condition. Litigation in those events or to enforce patents licensed or issued to us or to determine the scope or validity of third-party proprietary rights would be costly and time consuming. ~~Our~~ ~~success~~If ~~will~~competitors ~~depend~~prepare and file patent applications in the United States that claim technology also claimed by us, we may have to participate in ~~large~~interference ~~part~~proceedings declared by the United States Patent and Trademark Office to determine priority of invention, which could result in substantial costs, even if the eventual outcome is favorable to us. An adverse outcome could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require that we stop using such technology. We also rely on secrecy to protect portions of our ~~ability~~technology for which patent protection has not yet been pursued or which is not believed to ~~obtain~~be appropriate or obtainable in addition to any information of a confidential and ~~enforce~~proprietary ~~patents~~nature relating to us, ~~maintain~~including but not limited to our know-how, trade secrets, methods of operation, names and ~~operate~~information ~~without~~relating ~~infringing~~to onexisting ~~the~~or ~~proprietary~~potential ~~rights~~vendors ofor suppliers and customer names and addresses.

We intend to protect our patents, unpatentable and unpatented proprietary technology and processes, in addition to other confidential and proprietary information in part, by confidentiality agreements with employees, collaborative partners, consultants and certain contractors. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets and other confidential and proprietary information will not otherwise become known or be independently discovered or reverse-engineered by competitors.

Our testing and business activities may involve the use of hazardous substances. Our research and development activities, and the application of our technology, may involve the controlled use of materials or substances that may, if used or employed improperly, prove hazardous to the respiratory system. Although we have designed our system to employ such potentially hazardous or toxic materials and substances in a manner that minimizes their adverse effects, there is a potential risk to those working with and around the substances if they fail to follow the measures we have adopted for their proper use. The injury or illness resulting from the use of our system may subject us to legal claims and possible liability.

We face significant competition, including competition from larger and better funded enterprises. We face competition from well-funded and significantly larger companies, some of which enjoy significant name recognition or market share in the sterilization and decontamination industries. We may not be successful in our efforts to compete with these companies. There can be no assurance that our technology will have advantages over those of competitors which will be sufficient to cause customers to use it. The products in which our technology may be incorporated will compete with products currently marketed, and competition from such products is expected to increase. Many of the companies currently producing products or using disinfectant or sterilization techniques have significantly greater financial resources and expertise in research and development, marketing, manufacturing, pre-clinical and clinical testing, obtaining regulatory approvals and marketing. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large third parties. Academic institutions, governmental agencies and public and private research organizations also conduct research, seek patent protection and establish collaborative arrangements for product and clinical development and marketing. Many of these competitors have products or techniques approved or in development and operate large, well-funded research and development programs. Moreover, these companies and institutions may be in the process of developing technology that could be developed more quickly or ultimately proved safer or more effective than our technology.

~~others,~~Table ~~both in the United States and in other countries. The patent positions~~ of companies can be uncertain to some extent and involve complex legal and factual questions, and, therefore, the scope and enforceability of claims allowed in patents are not systematically predictable with absolute accuracy. Our license rights depend in part upon the breadth and scope of protection provided by the patents and the validity of the patents. Any failure to maintain the issued patents could adversely affect our business. We intend to file additional patent applications (both United States and foreign), when appropriate, relating to our technologies, improvements to the technologies and for specific products. There can be no assurance that any issued patents or pending patent applications will not be challenged, invalidated or circumvented. There can also be no assurance that the rights granted under patents will provide us with adequate proprietary protection or competitive advantages.Contents

Our ~~commercial~~business ~~success~~may ~~will~~subject ~~also~~us ~~depend~~to inthe ~~part,~~potential onfor ~~our~~product ~~ability~~liability toclaims. Although ~~avoid~~we ~~infringing~~intend ~~patents issued~~ to ~~others~~insure orfor ~~breaching~~this ~~any~~liability, ~~technology~~the ~~licenses~~claims ~~upon~~might ~~which~~in ~~our~~some ~~products~~cases ~~and~~exceed ~~services~~the ~~are~~amount ~~based.~~of Itcoverage isavailable ~~uncertain~~to ~~whether any third party patents will require~~ us. toThe ~~alter our products or processes~~testing, ~~obtain licenses or cease certain activities. In addition~~marketing, ifsale ~~patents~~and ~~have~~use ~~been~~of ~~issued~~medical ~~to others, which contain competitive~~ or ~~conflicting~~clinical ~~claims~~products and ~~such~~other ~~claims~~products ~~are~~using ~~ultimately~~our ~~determined~~technology toinvolve beunavoidable ~~valid,~~risks. weThe ~~may~~use beof ~~required~~any toof ~~obtain~~our ~~licenses~~potential toproducts ~~those~~in ~~patents~~clinical or toother ~~develop~~tests or ~~obtain~~as ~~alternative~~a ~~technology.~~result Ifof ~~any~~the ~~licenses~~sale ~~are~~of ~~required,~~our ~~there can be no assurance we will be able to obtain necessary licenses on commercially favorable terms~~products, ~~if at all. The breach of an existing license~~ or the ~~failure~~use toof ~~obtain~~our ~~a license to any~~ technology ~~that~~in weproducts, may ~~require~~expose inus ~~order~~ to ~~commercialize~~potential ~~our~~liability ~~products~~resulting ~~may~~from ~~have~~the ause ~~material~~of ~~adverse~~such ~~impact~~products. onThat ~~our~~liability ~~business,~~may ~~results~~result offrom ~~operations~~claims ~~and~~made ~~financial~~directly ~~condition.~~by ~~Litigation~~consumers ~~in those events~~ or toby ~~enforce~~regulatory ~~patents~~agencies, ~~licensed~~companies or ~~issued~~others toselling ussuch orproducts. toWe ~~determine~~currently ~~the~~have ~~scope~~product orliability ~~validity~~insurance ofcoverage. ~~third~~We ~~party~~anticipate ~~proprietary~~maintaining ~~rights~~appropriate ~~would~~insurance becoverage ~~costly~~as ~~and~~products ~~time~~continue ~~consuming.~~to Ifbe ~~competitors~~manufactured. ~~prepare~~We ~~and~~cannot ~~file~~assure ~~patent~~that ~~applications in~~ the ~~United~~insurance ~~States~~can ~~that~~be ~~claim~~acquired ~~technology~~at ~~also~~a ~~claimed~~reasonable bycost ~~us,~~or wein ~~may~~sufficient ~~have~~amounts to ~~participate~~protect inus ~~interference~~against ~~proceedings~~all ~~declared~~potential ~~by the U~~liability.S. ~~Patent~~The ~~and~~obligation ~~Trademark Office~~ to ~~determine~~pay ~~priority~~any ofproduct ~~invention,~~liability ~~which~~claim ~~could result~~ in ~~substantial~~excess ~~costs,~~of ~~even~~insurance ifcoverage or the ~~eventual~~recall ~~outcome~~of isany ~~favorable~~products toincorporating ~~us.~~our Antechnology ~~adverse outcome~~ could ~~subject~~have usa tomaterial ~~significant~~adverse ~~liabilities~~effect toon ~~third~~our ~~parties~~business, ~~require~~financial ~~disputed~~condition ~~rights~~and tofuture ~~be licensed from third parties or require that we stop using such technology~~prospects.

WeIf ~~also~~we ~~rely~~are onto ~~secrecy~~succeed in implementing our business plan, we will need to ~~protect~~engage ~~portions~~and retain trained and qualified staff. While thus far we have been able to engage and maintain qualified staff, particularly for research and the development of our ~~technology~~system, ~~for~~there ~~which~~is ~~patent~~no ~~protection~~assurance ~~has~~that ~~not~~we ~~yet~~will ~~been~~succeed ~~pursued~~in orretaining ~~which~~the personnel needed to meet our needs as operations expand. Even if additional financing is ~~not~~obtained, ~~believed~~there tocan be ~~appropriate~~no orassurance ~~obtainable~~that inwe ~~addition~~will be able to attract and retain such individuals on acceptable terms, when needed, and to the degree required. We anticipate that any ~~information~~clinical ofdevelopment aor ~~confidential~~other approval tests in which we participate will be augmented by agreements with universities and/or ~~proprietary~~medical ~~nature~~institutions ~~relating~~or toother ~~us,~~personnel. ~~including~~It ~~but~~is ~~not~~likely ~~limited~~that toour academic collaborators will not become our ~~know-how,~~employees. ~~trade~~As ~~secrets~~a result, ~~methods~~we ofwill ~~operation,~~have ~~names~~limited control over their activities and ~~information~~can ~~relating~~expect tothat ~~existing~~only orlimited ~~potential~~amounts ~~vendors~~of ortheir ~~suppliers~~time ~~and~~will ~~customer~~be ~~names~~dedicated ~~and~~to ~~addresses~~our business activities. Our academic collaborators also may have relationships with other commercial entities, some of which could compete with us.

We ~~intend~~do not own manufacturing capability. We currently must rely on third parties to ~~protect~~manufacture ~~our~~the ~~patents,~~AsepticSure® ~~unpatentable~~system. ~~and~~This ~~unpatented~~arrangement ~~proprietary~~decreases ~~technology~~our control over the manufacturing process and ~~processes,~~may result in ~~addition~~problems relating to ~~other~~costs, ~~confidential~~quality control and ~~proprietary~~warranty ~~information~~issues. Although we might build or acquire our own manufacturing facility in ~~part~~the future, byat ~~confidentiality~~this ~~agreements~~time we have no manufacturing capability or capacity to produce any products utilizing our disinfection technology, including any products to be used in any required clinical or other tests. We initially intend to develop relationships with ~~employees~~other companies to manufacture those components and/or products, ~~collaborative~~as ~~partners~~we have already done, ~~consultants~~and we will act as specification developer and ~~certain~~final ~~contractors~~assembly manufacturer for selected products only. ~~There~~The products currently being developed and sold by us have never been manufactured on a commercial scale and there can be no assurance that ~~these~~such ~~agreements~~products ~~will~~can ~~not~~ be ~~breached,~~manufactured ~~that~~at wea ~~will~~cost ~~have~~or ~~adequate~~in ~~remedies~~quantities necessary to make them commercially viable. Any delay in availability of products may result in a delay in the submission of products for any ~~breach~~required regulatory approval or market introduction, ~~whether~~subsequent sales of such products, which could have a material adverse effect on our ~~trade~~business, ~~secrets~~financial condition, or results of operations. Our manufacturing processes may be labor intensive and, ~~other~~if ~~confidential~~so, significant increases in production volume would likely require changes in both product and ~~proprietary~~process ~~information~~design ~~will~~in ~~not~~order ~~otherwise~~to ~~become~~facilitate ~~known~~increased automation of our then-current production processes. There can be no assurance that any such changes in products or processes or efforts to automate all or any portion of our manufacturing processes would be ~~independently~~successful, ~~discovered~~or that manufacturing or ~~reverse-engineered~~quality byproblems ~~competitors~~will not arise as we initiate production of any products we might develop.

~~Our~~We ~~testing~~are subject to extensive regulatory requirements and ~~business~~must ~~activities~~receive ~~may~~and ~~involve~~maintain ~~the~~regulatory ~~use~~clearance ofor ~~hazardous~~approval ~~substances~~for the AsepticSure® system. ~~Our~~ ~~research~~Failure ~~and~~to ~~development~~receive ~~activities,~~or ~~and~~to ~~the~~maintain, ~~application~~or ofdelays ~~our~~in ~~technology~~receiving, clearance or approvals may ~~involve~~adversely ~~the~~affect ~~controlled~~our ~~use~~results of ~~materials~~operations orand ~~substances~~financial ~~that~~condition. ~~may,~~Our ifoperations ~~used~~are orsubject ~~employed~~to ~~improperly~~extensive regulation in the United States and in other countries where we do business. In the United States, ~~prove~~the ~~hazardous~~United toStates Food and Drug Administration (“FDA”), the ~~respiratory~~United ~~system. Although~~States weEnvironmental ~~have~~Protection ~~designed~~Agency ~~our~~(“EPA”) ~~system~~and toother ~~employ~~governmental ~~such~~authorities ~~potentially~~regulate ~~hazardous~~the ordevelopment, ~~toxic~~manufacture, ~~materials~~sale, and ~~substances~~distribution ~~that~~of ~~minimizes~~the ~~their~~AsepticSure® ~~adverse~~system. ~~effects~~Government regulations include detailed inspection of, ~~there~~and iscontrols aover, ~~potential~~research ~~risk~~and todevelopment, ~~those~~clinical ~~working~~investigations, ~~with~~product approvals and ~~around~~manufacturing, ~~the~~marketing ~~substances~~and ifpromotion, ~~they~~sampling, ~~fail~~distribution, torecord-keeping, ~~follow~~storage, and disposal practices. In Europe, the ~~measures~~AsepticSure® wesystem ~~have~~is ~~adopted~~regulated ~~for~~primarily ~~their~~by ~~proper~~country ~~use.~~and ~~The~~community ~~injury~~regulations orof ~~illness~~those ~~resulting~~countries ~~from~~within the ~~use~~European ofEconomic ~~our~~Area ~~system~~where ~~may~~we ~~subject~~do usbusiness and the system must conform to ~~legal~~the ~~claims~~requirements ~~and~~of ~~possible~~those ~~liability~~authorities.

WeCompliance ~~may~~with ~~face~~applicable ~~significant~~regulations ~~competition,~~is ~~including~~a ~~competition~~significant ~~from~~expense ~~larger~~for ~~and better funded enterprises~~us. We ~~expect~~Past, tocurrent ~~face~~or ~~competition~~future inregulations, ~~some~~their ~~of our markets from well-funded and significantly larger companies~~interpretation, ~~some of which enjoy significant name recognition~~ or ~~market~~their ~~share~~application incould ~~the~~have ~~sterilization~~a ~~and~~material ~~decontamination~~adverse ~~industries.~~impact Weon ~~may not be successful in~~ our ~~efforts~~operations. toAlso, ~~compete~~additional ~~with~~governmental ~~these~~regulation ~~companies. There~~may ~~can~~ be nopassed ~~assurance~~ that ~~our~~could ~~technology~~prevent, ~~will~~delay, ~~have~~revoke, ~~advantages~~or ~~over~~result ~~those~~in ofthe ~~competitors~~rejection ~~which~~of ~~will~~regulatory beclearance ~~significant~~of ~~enough~~our toproducts. ~~cause~~We ~~users~~cannot topredict ~~use~~the ~~it.~~effect ~~The~~on ~~products in which~~ our ~~technology~~operations ~~may~~resulting befrom ~~incorporated~~current ~~will~~or ~~compete~~future ~~with~~governmental ~~products~~regulation ~~currently~~or ~~marketed,~~the ~~and~~interpretation ~~competition~~or ~~from~~application ~~such~~of ~~products~~these ~~is expected to increase~~regulations.

Many of the companies currently producing products or using techniques have significantly greater financial resources and expertise in research and development, marketing, manufacturing, pre-clinical and clinical testing, obtaining regulatory approvals and marketing. Smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large third parties. Academic institutions, governmental agencies and public and private research organizations also conduct research, seek patent protection and establish collaborative arrangements for product and clinical development and marketing. Many of these competitors have products or techniques approved or in development and operate large, well-funded research and development programs. Moreover, these companies and institutions may be in the process of developing technology that could be developed more quickly or ultimately proved safer or more effective than our technology.

We may become subject to expensive liability claims and litigation. Our proposed business may subject us to the potential for product liability claims. Although we intend to insure for this liability, the claims might in some cases exceed the amount of coverage available to us. The testing, marketing and sale of medical or clinical products and other products using our technology involve unavoidable risks. The use of any of our potential products in clinical or other tests or as a result of the sale of our products, or the use of our technology in products, may expose us to potential liability resulting from the use of such

~~products.~~Table That liability may result from claims made directly by consumers or by regulatory agencies, companies or others selling such products. We currently have limited clinical trial insurance and no product liability insurance coverage. We anticipate obtaining and maintaining appropriate insurance coverage as products become ready to be commercialized. There can be no assurance we will be able to obtain this insurance or, if we can obtain insurance, that the insurance can be acquired at a reasonable cost or in sufficient amounts to protect us against potential liability. The obligation to pay any product liability claim in excess of ~~insurance coverage or the recall of any products incorporating our technology could have a material adverse effect on our business, financial condition and future prospects.~~Contents

WeRegulatory ~~have~~agencies ~~only~~may arefuse ~~limited~~to ~~staff. If~~grant weapproval ~~are~~or toclearance, ~~succeed~~or inreview ~~implementing~~and disagree with our ~~business~~interpretation ~~plan~~of approvals or clearances, weor ~~will~~with ~~need~~our todecision ~~engage~~that ~~and~~regulatory ~~retain~~approval ~~trained~~is ~~and~~not ~~qualified~~required ~~staff~~or has been maintained. ~~While~~ ~~thus~~Regulatory ~~far~~submissions ~~the~~may ~~Company~~require ~~has~~the ~~been~~provision ~~able~~of toadditional ~~engage~~data and ~~maintain~~may ~~qualified~~be ~~staff~~time consuming and costly, ~~there~~and istheir nooutcome ~~assurance~~is ~~that~~uncertain. weRegulatory ~~will~~agencies ~~succeed~~may inalso ~~retaining~~change ~~the~~policies, ~~personnel~~adopt ~~needed~~additional toregulations, ~~meet~~or ~~our~~revise ~~needs. Even~~existing ifregulations, ~~additional~~each ~~financing~~of iswhich ~~obtained,~~could ~~there~~prevent ~~can~~or bedelay noapproval ~~assurance~~or weclearance ~~will~~of bedevices, ~~able~~or tocould ~~attract~~impact ~~and~~our ~~retain~~ability ~~such~~to ~~individuals~~market ona ~~acceptable~~previously ~~terms~~cleared, ~~when~~approved ~~needed,~~or ~~and~~unregulated device. Our failure to comply with the ~~degree~~regulatory ~~required. We~~requirements ~~anticipate~~of ~~that~~the ~~any~~FDA, ~~clinical~~the ~~development~~EPA or other ~~approval~~applicable ~~tests~~regulatory requirements in ~~which~~the weUnited ~~participate~~States ~~will~~or beelsewhere ~~augmented~~might bysubject ~~agreements~~us ~~with~~to ~~universities~~administratively ~~and/~~or ~~medical~~judicially ~~institutions~~imposed orsanctions. ~~other~~These ~~personnel.~~sanctions Itcould isinclude, ~~likely~~among ~~that~~others, ~~our~~warning ~~academic~~letters, ~~collaborators~~fines, ~~will~~civil ~~not~~penalties, ~~become~~criminal ~~our~~penalties, ~~employees.~~injunctions, Asdebarment, aproduct ~~result~~seizure or detention, weproduct ~~will~~recalls ~~have~~and ~~limited~~total ~~control~~or ~~over~~partial ~~their~~suspension ~~activities~~of production, sale and/or ~~can~~promotion. ~~expect~~The ~~that~~failure ~~only~~to ~~limited~~receive ~~amounts~~or ofto ~~their~~maintain, ~~time~~or ~~will~~delays bein ~~dedicated~~the toreceipt ~~our~~of, ~~business~~relevant ~~activities. Our~~United ~~academic~~States ~~collaborators~~or ~~may~~international qualifications could have ~~relationships~~a ~~with~~material ~~other~~adverse ~~commercial~~effect ~~entities~~on our business, ~~some~~results of ~~which~~operation ~~could~~or ~~compete~~financial ~~with us~~condition.

WeGeneral doeconomic ~~not~~conditions ~~own~~may ~~manufacturing~~affect ~~capability. We currently must rely on third parties to manufacture the devices required for~~ our ~~sterilization~~revenue ~~system. This arrangement results in a certain loss of control over the manufacturing process~~ and ~~may~~harm ~~result~~our ~~in problems relating to quality control and warranty issues~~business. ~~Although~~ Unfavorable wechanges ~~might build or acquire our own manufacturing facility~~ in ~~the~~economic ~~future~~conditions, atincluding ~~this~~declining ~~time~~consumer weconfidence, ~~have~~inflation, norecession ~~manufacturing capability~~ or ~~capacity~~other ~~to produce any products utilizing its sterilization technology~~changes, ~~including~~may ~~any~~lead ~~products~~customers to bedelay ~~used in any required clinical~~ or ~~other~~reduce ~~tests.~~purchases Weof ~~initially~~our ~~intend~~products ~~to develop relationships with other companies to manufacture those components~~ and~~/or~~ ~~products~~services, asadversely weaffecting ~~have~~our ~~already~~results ~~done,~~of ~~and~~operations ~~we will act as specification developer~~ and ~~final~~financial ~~assembly manufacturer for selected products only~~condition. ~~The~~Challenging ~~products~~economic ~~currently~~conditions ~~being~~also ~~developed~~may byimpair usthe ~~have~~ability ~~never~~of ~~been~~our ~~manufactured~~customers onor adistributors ~~commercial~~to ~~scale~~pay ~~and~~for ~~there can be no assurance that such~~ products ~~can be manufactured at a cost~~ or inservices ~~quantities~~they ~~necessary~~have ~~to make them commercially viable~~purchased. ~~Any~~As ~~delay~~a ~~in availability of products may~~ result, inreserves ~~a delay in the submission of products~~ for ~~any~~doubtful ~~required~~accounts ~~regulatory~~and ~~approval~~write-offs ~~or market introduction, subsequent sales~~ of ~~such~~accounts ~~products,~~receivable ~~which~~ could ~~have~~become ~~a material adverse effect on our business, financial condition, or results of operations~~necessary. Our ~~manufacturing~~cash ~~processes~~flows may be ~~labor~~adversely ~~intensive~~affected ~~and,~~by ifdelayed ~~so,~~payments significant increases in production volume would likely require changes in both product and process design in order to facilitate increased automation of our then-current production processes. There can be no assurance that any such changes in products or ~~processes~~underpayments orby ~~efforts to automate all or any portion of~~ our ~~manufacturing processes would be successful, or that manufacturing or quality problems will not arise as we initiate production of any products we might develop~~customers.

Market Risks

There is only a volatile, limited market for our ~~Common~~common ~~Stock~~stock. Recent history relating to the market prices of public companies indicates that, from time to time, there may be periods of extreme volatility in the market price of securities because of factors unrelated to the operating performance of, or announcements concerning, the issuers of the affected stock, and this is especially true for stock traded on the OTC ~~Bulletin~~Markets ~~Board~~or OTCQB. In During the ~~last~~year 52ended ~~week~~December ~~period~~31, ~~the~~2017, ~~Common~~our ~~Stock~~common stock traded on the ~~OTC~~OTCQB ~~Bulletin Board~~ from a high closing price of $0.3815 to a low of $0.1003 per share. See “Market for Common Stock and Other Related Stockholder Matters” on page 1213. General market price declines, market volatility, especially for low priced securities, or factors related to the general economy or to usour business in the future could adversely affect the price of the ~~Common~~common ~~Stock~~stock. With the low price of our Common Stock, any ~~securities~~issuance ~~placement~~of shares of Common Stock by us would be ~~very~~ dilutive to existing stockholders, thereby limiting the nature of future equity placements.

WeIf ~~have~~we ~~never~~are ~~paid~~unable ~~dividends,~~to ~~and~~maintain ~~there~~effective ~~can~~internal becontrols noover ~~assurance~~financial ~~that~~reporting wein ~~will~~the ~~pay~~future, ~~dividends~~investors may lose confidence in the ~~future.~~accuracy Weand ~~have~~completeness ~~never~~of ~~declared~~our ~~any~~financial ~~cash~~reports ~~dividends~~and onthe ~~our~~trading ~~Common~~price ~~Stock;~~of ~~however,~~ our ~~Board~~Common ofStock ~~Directors~~may ~~has~~be ~~determined~~negatively ~~that~~affected. ifWe weare ~~were~~subject to ~~become~~Section ~~profitable~~404 inof the ~~future~~Sarbanes-Oxley Act (“SOX”), awhich ~~dividend~~requires ~~may~~us beto ~~declared~~maintain ~~from~~internal ~~earnings~~controls ~~legally~~over ~~available~~financial ~~for~~reporting and to report any material weaknesses in such ainternal ~~distribution~~controls. ~~There~~ isWe nohave ~~assurance~~consumed ~~that~~and we will ~~become~~continue ~~profitable~~to orconsume ~~that~~management weresources ~~will~~and ~~have~~to ~~distributable~~incur ~~income~~expenses infor ~~the~~SOX ~~foreseeable~~compliance ~~future~~on an ongoing basis. As aIf ~~result,~~we ~~until~~identify ~~such~~material ~~time,~~weaknesses ifin ~~ever~~our internal controls over financial reporting, ~~that~~or ~~dividends~~if we are ~~declared~~unable to comply with ~~respect~~the requirements of Section 404 in a timely manner or to assert that our ~~Common~~internal ~~Stock,~~controls anover ~~investor~~financial ~~would~~reporting ~~only~~are ~~realize~~effective, ~~income~~investors ~~from~~may ~~his~~lose ~~investment~~confidence in ~~our~~the ~~shares~~accuracy ifand ~~there~~completeness isof aour ~~rise~~financial inreports and the ~~market~~trading price of our Common Stock, ~~which~~could isbe ~~uncertain~~negatively affected, and ~~unpredictable. See,~~we ~~“Dividend~~could ~~Policy~~become subject to investigations by the SEC or other regulatory authorities,” onwhich ~~page~~could 11require additional financial and management resources.

~~Mammoth~~The ~~will~~requirements ~~pay~~of ~~less~~being ~~than~~a ~~the~~public ~~then-prevailing~~company ~~market~~may ~~price~~strain ~~for~~ our ~~Common~~resources ~~Stock~~and divert management’s attention. ~~The~~ We ~~Common~~also ~~Stock~~are subject to bethe ~~issued~~reporting torequirements ~~Mammoth~~of ~~pursuant~~the toSecurities Exchange Act of 1934, as amended (“Exchange Act”), the ~~Stock~~Dodd-Frank ~~Purchase~~Wall ~~Agreement~~Street ~~will~~Reform beand ~~purchased~~Consumer atProtection aAct, 25and ~~percent~~other ~~discount~~applicable securities rules and regulations. Compliance with these rules and regulations has increased and likely will continue to ~~the~~increase ~~lowest~~our ~~closing~~legal ~~bid~~and ~~price~~financial ofcompliance ~~the~~costs, ~~Common~~make ~~Stock~~some activities more difficult, time-consuming, or costly, and increase demand on ~~any~~our ~~trading~~systems ~~day~~and ~~during~~resources. ~~the~~As ~~five~~a ~~consecutive~~result, ~~trading~~management’s ~~days~~attention ~~immediately~~may ~~preceding~~be ~~the~~diverted ~~date~~from ofother business concerns, which could harm our ~~notice~~business toand ~~Mammoth~~operating ofresults. In addition, complying with public disclosure rules makes our ~~election~~business tomore ~~put~~visible, ~~shares~~which ~~pursuant~~we tobelieve ~~the~~may ~~Stock~~result ~~Purchase~~in ~~Agreement.~~threatened ~~Mammoth~~or ~~has~~actual alitigation, ~~financial~~including ~~incentive~~by tocompetitors ~~sell~~and other third parties. If such claims are successful, our ~~Common~~business ~~Stock~~and ~~immediately~~operating ~~upon~~results ~~receiving~~could ~~the~~be ~~shares~~materially toadversely ~~realize~~affected, and even if the ~~profit~~claims ~~equal~~do tonot ~~the~~result ~~difference~~in ~~between~~litigation ~~the~~or ~~discounted~~are ~~price~~resolved in our favor, these claims, and the ~~market~~time ~~price.~~and Ifresources ~~Mammoth~~necessary ~~sells~~to ~~the~~resolve ~~shares~~them, could divert the ~~price~~resources of our ~~Common~~management ~~Stock~~and ~~could~~harm ~~decrease.~~our Ifbusiness ~~our~~and operating results.

We have never paid dividends, and there can be no assurance that we will pay dividends in the future. Although our Board of Directors has determined that if we were to become profitable in the future, a dividend may be declared from earnings legally available for such a distribution, there is no assurance that we will become profitable or that we will have distributable income that might be distributed to stockholders as a dividend or otherwise in the foreseeable future. As a result, until such time, if ever, that dividends are declared with respect to our Common Stock, an investor would only realize income from an investment in our shares if there is an increase in the market price of our Common Stock, which is uncertain and unpredictable.

~~stock~~Table ~~price decreases, Mammoth may have a further incentive to sell the shares~~ of ~~our Common Stock that it holds. These sales may have a further impact on our stock price.~~Contents

~~Your~~Our ~~ownership~~Board ~~interest~~of Directors may beauthorize ~~diluted and~~ the ~~value~~issuance of ~~our~~preferred ~~Common~~stock ~~Stock~~and ~~may~~designate ~~decline~~rights byand ~~exercising~~preferences ~~our~~that ~~right~~will todilute ~~require~~the ~~Mammoth~~ownership toand ~~purchase~~voting ~~shares~~interests ~~pursuant~~of toexisting ~~our~~stockholders ~~Stock~~without ~~Purchase~~their ~~Agreement~~approval. ~~Effective~~ Our ~~November~~Articles ~~17,~~of ~~2010,~~Incorporation weauthorize ~~entered~~us ~~into~~to aissue ~~$10,000,000~~preferred ~~Stock~~stock. ~~Purchase~~Our ~~Agreement~~Board ~~with~~of ~~Mammoth.~~Directors ~~Pursuant~~is authorized to ~~the~~designate, ~~Stock~~and ~~Purchase~~to ~~Agreement,~~determine ~~when~~the werights ~~deem~~and itpreferences ~~necessary,~~of weany ~~may~~series ~~raise~~or ~~capital~~class ~~through~~of ~~the~~preferred ~~private~~stock. ~~sale~~The Board of ~~our~~Directors ~~Common~~may, ~~Stock~~without tostockholder ~~Mammoth~~approval, atissue ashares ~~price~~of ~~equal~~preferred tostock 75with ~~percent~~dividend, ofliquidation, ~~the~~conversion, ~~lowest~~voting ~~closing~~or ~~bid~~other ~~price~~rights ofwhich ~~our~~are senior to the Common Stock onor ~~any~~which ~~trading~~could ~~day~~adversely ~~during~~affect the ~~five~~voting ~~consecutive~~power ~~trading~~or ~~day~~other ~~period~~rights ~~immediately~~of ~~preceding~~ the ~~date~~existing ~~our~~holders ~~notice~~of isoutstanding ~~delivered~~shares toof ~~Mammoth~~preferred stock or Common Stock. ~~Because~~ Additionally, the ~~purchase~~issuance ~~price~~of topreferred bestock ~~paid~~may byhave ~~Mammoth~~the iseffect ~~lower~~of ~~than~~decreasing the ~~prevailing~~ market price of ~~our~~the Common Stock, toand reduce the ~~extent~~likelihood that wecommon ~~exercise~~stockholders ~~our~~will ~~put~~receive ~~right,~~dividend ~~your~~payments ~~ownership~~and ~~interest~~payments upon liquidation. The issuance of additional shares of preferred stock may bealso ~~diluted~~adversely affect an acquisition or change in control of the Company.

~~There~~Our ~~can~~continued besale noof ~~guarantee~~equity ~~that~~securities ~~the~~will ~~proceeds~~dilute ~~available~~existing tostockholders usand ~~under~~may adversely affect the ~~Stock~~market ~~Purchase~~price ~~Agreement~~for ~~will~~our beCommon ~~sufficient~~Stock. ~~for~~Given usour tocurrent ~~achieve~~business ~~profitable~~and ~~operations~~operating orneeds, towe ~~pay~~will ~~our~~require ~~current~~additional ~~liabilities~~financing, which ~~could~~will ~~have~~require athe ~~material~~issuance ~~adverse~~of ~~impact~~additional onshares of our ~~ability~~equity toor ~~continue~~debt ~~operations. There~~securities isconvertible nointo ~~assurance~~equity ~~that~~securities. ~~the~~We ~~funds~~expect ~~which~~to ~~are~~continue ~~available~~our efforts to usacquire ~~under~~financing in the ~~Stock~~future ~~Purchase~~to ~~Agreement~~fund ~~will~~additional begrowth, ~~sufficient~~product tomanufacturing ~~allow~~and usdevelopment toexpenses, ~~continue~~and ~~our~~administrative ~~marketing~~expenses, ~~and~~among ~~sales~~other ~~efforts~~expenses, towhich ~~the~~will ~~point~~result wein ~~achieve~~future ~~profitable~~and ~~operations~~possibly significant dilution to existing stockholders.

Holders of our Common Stock are subject to the risk of additional and substantial dilution to their interests as a result of the issuances of Common Stock in connection with the Stock Purchase Agreement. The following table describes the number of shares of Common Stock that would be issuable, assuming that the full amount available under the Stock Purchase Agreement as of December 31, 2010, namely $10,000,000 had been put to Mammoth (irrespective of the availability of registered shares), and further assuming that the applicable conversion price at the time of such put were the following amounts:

Hypothetical Purchase Price Under Stock Purchase Agreement	Shares issuable upon Draw Downs aggregating $10,000,000
$0.05	200,000,000
$0.10	100,000,000
$0.15	66,666,667
$0.20	50,000,000
$0.25	40,000,000

Given the formulas for calculating the shares to be issued in connection with puts under the Stock Purchase Agreement, there effectively is no limitation on the number of shares of Common Stock which may be issued in connection with a Draw Down Notice under the Stock Purchase Agreement, except for the number of shares registered under the registration statement containing this prospectus covering the resale of shares issued in connection with the Stock Purchase Agreement. As such, stockholders are subject to the risk of substantial dilution to their interests as a result of our issuance of shares under the Stock Purchase Agreement.

For example, if the Company were to draw down an aggregate of $5,000,000 under the Stock Purchase Agreement, and the applicable purchase price paid to us by Mammoth were $0.15, the number of shares issuable to Mammoth would be approximately 33,333,333 shares. As of December 31, 2010, we had 259,262,171 shares of Common Stock issued and outstanding. An issuance of 33,333,333 shares would constitute an increase in the issued and outstanding Common Stock of approximately 13 percent. By way of information, during 2010, our stock price has ranged from $0.38 to $0.10 per share.

If all of the 66,666,667 shares offered by Mammoth hereby were issued and outstanding as of December 31, 2010, such shares would represent approximately 21 percent of the total Common Stock outstanding or approximately 31 percent of the non-affiliate shares of Common Stock outstanding as of December 31, 2010.

Our issuances of shares in connection with the Stock Purchase Agreement likely will result in overall dilution to market value and relative voting power of previously issued Common Stock, which could result in substantial dilution to the value of shares held by stockholders. The issuance of Common Stock to Mammoth likely will result in substantial dilution to the equity interests of all holders of our Common Stock, except Mammoth. Specifically, the issuance of a significant amount of additional Common Stock will result in a decrease of the relative voting control of the Common Stock issued and outstanding prior to the issuance of Common Stock in connection with Draw Downs made under the Stock Purchase Agreement. Furthermore, public resales of Common Stock by Mammoth following the issuance of Common Stock in connection with Draw Downs under the Stock Purchase Agreement likely will depress the prevailing market price of the Common Stock. Even prior to the time of actual conversions, exercises, and public resales, the market “overhang” resulting from the mere existence of our obligation to honor such conversions or exercises could depress the market price of our Common Stock.

Existing stockholders likely will experience decreases in market value of their Common Stock in relation to our issuances of shares in connection with Draw Downs made under the Stock Purchase Agreement. The formula for determining the number of shares of Common Stock to be issued in connection with Draw Downs made under the Stock Purchase Agreement is based, in part, on the market price of the Common Stock and includes a discount from the market price equal to 75 percent of the lowest closing bid price of the Common Stock over the five consecutive day trading period prior to our making a Draw Down. Sales to Mammoth at prices below the market price at the time of such sales could have a material adverse impact on the value of our Common Stock held by other investors.

There is an increased potential for short sales of the Common Stock due to the sales of shares sold to Mammoth in connection with the Stock Purchase Agreement, which could materially affect the market price of the stock. Downward pressure on the market price of the Common Stock that likely will result from sales of the Common Stock by Mammoth issued under the Stock Purchase Agreement could encourage short sales of Common Stock by market participants other than Mammoth. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security's price. As we make Draw Downs pursuant to the Stock Purchase Agreement, we put shares to Mammoth, which Mammoth purchases and may then sell into the market. Such sales by Mammoth could have a tendency to depress the price of the stock, which could increase the potential for short sales. Significant amounts of such short selling could place further downward pressure on the market price of our Common Stock, which would, in turn, result in additional shares being issued in connection with draws on the Stock Purchase Agreement.

Certain restrictions on the extent of Draw Downs may have little, if any, effect on the adverse impact of our issuance of shares under the Stock Purchase Agreement, and as such, Mammoth may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing stockholders. We are prohibited from putting shares to Mammoth under the Stock Purchase Agreement if the sale of shares under such put would result in Mammoth’s holding more than 4.9 percent of the then-outstanding shares of Common Stock. These restrictions, however, do not prevent Mammoth from selling shares of Common Stock received in connection with a Draw Down, and then receiving additional shares of Common Stock in connection with a subsequent Draw Down. In this way, Mammoth could sell more than 4.9 percent of the outstanding Common Stock in a relatively short time frame while never holding more than 4.9 percent at one time.

Because the purchase price paid by Mammoth for the shares of issued under the Stock Purchase Agreement is based on the market price of our Common Stock, if the market price declines we may be unable to make Draw Downs under the Stock Purchase Agreement without registering additional shares, which would impose additional costs in connection with the Stock Purchase Agreement. If the market price of our Common Stock declines, the number of shares of Common Stock issuable in connection with the Stock Purchase Agreement will increase. Accordingly, we may run out of shares registered under this prospectus and registration statement, to issue to Mammoth in connection with Draw Downs under the Stock Purchase Agreement. In such an event, we would be required to, and would, file additional registration statements to cover the resale of additional shares issuable pursuant to the Stock Purchase Agreement. The filing of the additional registration statement would impose additional costs in connection with the Stock Purchase Agreement.

Certain provisions of our articles of incorporation could discourage potential acquisition proposals or change in control. Our Board of Directors, without further stockholder approval, may issue Preferred Stock that would contain provisions that could have the effect of delaying or preventing a change in control or which may prevent or frustrate any attempt by stockholders to replace or remove the current management. The issuance of shares of Preferred Stock could also adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.

~~Our Common Stock is subject to the "Penny Stock" rules of the SEC.~~ The trading market for our ~~securities~~Common Stock is limited, ~~which~~and ~~makes~~investors ~~transactions~~who inpurchase ~~our~~shares ~~stock~~from ~~cumbersome and may reduce~~ the ~~value~~selling ofshareholders anmay ~~investment~~have indifficulty ~~our~~selling ~~stock~~their shares. The ~~SEC~~public ~~has~~trading ~~adopted~~market ~~Rule~~for ~~15g-9~~our ~~which~~Common ~~establishes~~Stock ~~the~~is ~~definition~~limited. Our ofCommon aStock ~~"penny~~is ~~stock,"~~quoted ~~for~~on the ~~purposes~~OTC ~~relevant to us~~Markets. Nevertheless, asthe ~~any~~OTCQB ~~equity~~is ~~security that has~~ a ~~market~~relatively ~~price~~unorganized, ofinter-dealer, ~~less~~over-the-counter ~~than~~market ~~$5.00~~that ~~per~~provides ~~share~~significantly orless ~~with~~liquidity anthan ~~exercise~~other ~~price~~markets. Purchasers of ~~less~~our ~~than~~Common ~~$5.00~~Stock ~~per~~therefore ~~share,~~may ~~subject~~have todifficulty ~~certain~~selling ~~exceptions.~~their ~~For~~shares ~~any~~should ~~transaction~~they ~~involving~~desire ato ~~penny~~do ~~stock, unless exempt, the rules require:~~so.

·Our Common Stock is subject to the “Penny Stock” rules of the SEC. The trading market for our Common Stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. The SEC has adopted Rule 15g-9 which defines “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person'’s account for transactions in penny stocks; and

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

~~the~~In ~~broker~~order orto ~~dealer~~approve ~~receive~~a ~~from~~person’s ~~the~~account ~~investor~~for atransactions ~~written~~in ~~agreement~~penny ~~to the transaction~~stocks, ~~setting forth~~ the ~~identity~~broker ~~and~~or ~~quantity~~dealer ~~of the penny stock to be purchased.~~must:

In· ~~order~~obtain tofinancial ~~approve~~information aand ~~person's~~investment ~~account~~experience ~~for~~objectives ~~transactions~~of ~~in penny stocks,~~ the ~~broker~~person; ~~or dealer must:~~and

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination; and

~~sets~~· ~~forth~~states ~~the~~that ~~basis on which~~ the broker or dealer ~~made~~received a signed, written agreement from the ~~suitability~~investor ~~determination;~~prior ~~and~~to the transaction.

·Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

~~that the broker or dealer received a signed, written agreement from the investor prior to the transaction.~~9

~~Generally,~~Table ~~brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose~~ of ~~our Common Stock and cause a decline in the market value of our stock.~~Contents

Disclosure must also ~~has to~~ be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements ~~have~~must to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell shares of our ~~stock~~Common Stock. In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low -priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low -priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and may have an adverse effect on the market for our shares.

Risks Related to our Financing Arrangements

We may be unable to repay our convertible promissory notes when they mature. On January 31, 2018, we issued Notes to the Investors. The Notes accrue interest (payable at maturity of the Notes) at a rate of 8% per annum and mature six months from the issue date. There is no assurance that we will be able to repay the Notes when they mature, if the Investors do not convert them into shares of Common Stock. If we fail to pay the principal of and interest on the Notes when due, we will likely be required to seek protection under applicable bankruptcy laws.

Resales of shares purchased by the Investors under the Purchase Agreement may cause the market price of our Common Stock to decline. Pursuant to the Purchase Agreement, we have the right, but not the obligation, to direct the Investors to purchase shares of Common Stock having a value in the aggregate of up to $10,000,000 at a price that is discounted 15% to the lowest traded price of our Common Stock during the five trading days immediately following the date we deliver the Put Shares to the Investors under a Put Notice. The Investors will have the financial incentive to sell the shares of Common Stock issuable under the Purchase Agreement upon receiving such shares and to realize the profit equal to the difference between the discounted price and the current market price of the shares. This may cause the market price of our Common Stock to decline. Following their purchase of the Put Shares, the Investors may offer and resell the shares of Common Stock received in connection with puts under the Equity Line at a price and time determined by them. The timing of sales and the price at which the shares are sold by the selling stockholders could have an adverse effect upon the public market for our Common Stock. Although the Investors are statutory underwriters, there is no independent or third-party underwriter involved in the offering of the shares held by or to be received by the Investors under the Equity Line, and there can be no guarantee that the disposition of those shares will be completed in a manner that is not disruptive to the market for our Common Stock. We may be unable to continue to make draws or put shares to the Investors if the trading volume in our stock is not sufficient to allow the Investors to sell the shares put to them.

Puts under the Purchase Agreement may cause dilution to existing stockholders. Existing stockholders likely will experience increased dilution with decreases in market value of Common Stock in relation to our issuances of shares under the Equity Line, which could have a material adverse impact on the value of their shares. The formula for determining the number of shares of Common Stock to be issued under the Equity Line is based, in part, on the market price of the Common Stock and is equal to the lowest closing bid price of our Common Stock over the five trading days after the Put Notice is tendered by us to the Investors. As a result, the lower the market price of our Common Stock at and around the time we put shares under the Equity Line, the more shares of our Common Stock the Investors receive. Any increase in the number of shares of our Common Stock issued upon puts of shares as a result of decreases in the prevailing market price would compound the risks of dilution. The Investors may resell some, if not all, of the shares that we issue to them under the Purchase Agreement and such sales could cause the market price of our Common Stock to decline significantly. To the extent of any such decline, any subsequent puts would require us to issue and sell a greater number of Put Shares to raise the maximum amount contractually committed under the Equity Line. Under these circumstances, the existing stockholders of the Company will experience greater dilution. The effect of this dilution may, in turn, cause the price of our Common Stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our shares into the public market by the selling stockholders, and because our existing stockholders may disagree with a decision to sell shares under the Equity Line at a time when our stock price is low, and may in response decide to sell additional shares, further decreasing our stock price.

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There is an increased potential for short sales of our Common Stock due to the sale of shares pursuant to the Purchase Agreement, which could materially affect the market price of our Common Stock. Downward pressure on the market price of our Common Stock that likely will result from resales of the Common Stock issued pursuant to the Purchase Agreement could encourage short sales of Common Stock by market participants other than the Investors. Generally, short selling means selling a security not owned by the seller. The seller is committed to eventually purchase the security previously sold. Short sales are used to capitalize on an expected decline in the security’s price – typically, investors who sell short believe that the price of the stock will fall, and anticipate selling at a price higher than the price at which they will buy the stock. Significant amounts of such short selling could place further downward pressure on the market price of our Common Stock.

There can be no guarantee that the proceeds available to us under the Purchase Agreement will be sufficient for us to achieve profitable operations or to pay our current liabilities, which could have a material adverse impact on our ability to continue operations. There is no assurance that the funds available to us under the Purchase Agreement will be sufficient to allow us to continue our marketing and sales efforts to the point we achieve profitable operations.

Although we are restricted from selling shares under the Purchase Agreement to the Investors if the purchase of such shares would result in the purchaser owning more than 9.99% of our issued and outstanding shares of Common Stock following such issuance, such restriction does not prevent the Investors from selling a large number of shares, resulting in substantial dilution to the value of shares held by existing stockholders. We are prohibited from selling shares to the Investors pursuant to the Purchase Agreement if the sale of shares would result in that purchaser holding more than 9.99% of the then-outstanding shares of Common Stock. This restriction, however, does not prevent the purchaser from selling shares of Common Stock received pursuant to the Purchase Agreement, and then receiving additional shares of Common Stock in connection with a subsequent Put Notice. In this way, an Investor could sell more than 9.99% of the outstanding Common Stock in a relatively short time frame while never holding more than 9.99% at one time.

Because the purchase price paid by the Investors for the shares of issued under the Purchase Agreement is based on discount to the market price of our Common Stock, if the market price declines, we may be unable to continue to sell shares of our Common Stock pursuant to the Purchase Agreement without registering additional shares, which would impose additional costs in connection with the Purchase Agreement. If the market price of our Common Stock declines, the number of shares of Common Stock issuable in connection with the Purchase Agreement will increase. Accordingly, the shares registered for resale under this prospectus may be insufficient to permit us to issue additional shares in connection with the Purchase Agreement. In such an event, we would be required to, and would, file additional registration statements to cover the resale of additional shares issuable pursuant to the Purchase Agreement. The filing of the additional registration statement would impose additional costs in connection with the Purchase Agreement.

There is no guarantee that we will satisfy the conditions to the Purchase Agreement. Although the Purchase Agreement provides that we can require the Investors to purchase, at our discretion, up to $10,000,000 worth of shares of Common Stock in the aggregate, our ability to put shares to them and to obtain funds when requested is limited by the terms and conditions of the Purchase Agreement, including restrictions on when we may exercise our put rights, restrictions on the amount we may put at any one time, which is determined in part by the trading volume of our Common Stock, and a limitation on our ability to put shares to the extent that it would cause the purchaser of the shares to beneficially own more than 9.99% of the outstanding shares of our Common Stock.

We may not have access to the full amount available under the Purchase Agreement. Our ability to sell shares under the Purchase Agreement requires that a registration statement be declared effective and continue to be effective registering the resale of shares issuable under the Purchase Agreement. The registration statement of which this prospectus is a part registers the resale of 22,233,427 shares of our Common Stock issuable under the Financing. Our ability to sell any additional shares under the Purchase Agreement will be contingent on our ability to prepare and to file one or more additional registration statements registering the resale of such additional shares. These registration statements (and any post-effective amendments thereto) may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements (and any post-effective amendments thereto) cannot be assured. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the Purchase Agreement to be declared effective by the SEC in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares under the Financing. Increasing the number of our authorized shares will require board and, and in some cases, stockholder approval. Accordingly, because our ability to access any amounts under the Purchase Agreement is subject to a number of conditions, there is no guarantee that we will be able to access all $10,000,000 of the proceeds.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the ~~Securities~~ Exchange Act ~~of 1934, as amended (“Exchange Act”)~~. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” contained in this prospectus. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, to conform these statements to actual results, or to changes in our expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus.

USE OF PROCEEDS

The ~~Selling~~selling ~~Stockholder~~stockholders isare selling all of the shares of our Common Stock covered by this prospectus for ~~its~~their own ~~account~~accounts. Accordingly, we will not receive any proceeds from the resale of the Common Stock. However, we will receive proceeds from any sale of the Common Stock under the ~~Stock~~Equity Purchase Agreement to ~~Mammoth~~the Investors. We intend to use the net proceeds received from such sales for working capital and general corporate needs.

DIVIDEND POLICY

AsWe ~~a development stage company, we~~ have had only minimal revenues and we have never declared dividends or paid cash dividends on our Common Stock. In the future, if we become profitable, our Board of Directors has stated its intention to declare a dividend on our Common Stock from our surplus earnings. There is no assurance that we will ever become profitable or that we will have surplus earnings from which a dividend can be paid. The declaration of dividends will be at the discretion of the Board of Directors and will depend upon our earnings, financial position, general economic conditions and other pertinent factors.

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MARKET FOR COMMON STOCK AND OTHER RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock is ~~listed~~quoted on the OTC ~~Bulletin~~Markets ~~Board~~under ~~market~~the symbol MZEI. The following table sets forth the quarterly high and ~~trades~~low ~~under~~prices of the ~~symbol~~Common ~~MZEI~~Stock for the past two years.OB The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

The following table sets forth the range of the high and low bid quotations of the Common Stock for the past two years in the over-the-counter market, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Fiscal Year 2016	High		Low
First Quarter Ended March 31	$	0.10	$	0.04
Second Quarter Ended June 30	$	0.07	$	0.04
Third Quarter Ended September 30	$	0.10	$	0.05
Fourth Quarter Ended December 31	$	0.15	$	0.07

Fiscal Year 2009	High	Low
Fiscal Year 2017		High		Low
First Quarter Ended March 31	~~$0.03~~	$~~0.01~~	0.15	$	0.08
Second Quarter Ended June 30	~~$0.15~~	$~~0.02~~	0.11	$	0.06
Third Quarter Ended September 30	~~$0.15~~	$~~0.07~~	0.10	$	0.06
Fourth Quarter Ended December 31	~~$0.42~~	$~~0.06~~	0.06	$	0.03
Fiscal Year 2010
First Quarter Ended March 31	$0.38	$0.10
Second Quarter Ended June 30	$0.33	$0.16
Third Quarter Ended September 30	$0.32	$0.18
Fourth Quarter Ended December 31	$0.32	$0.16

Holders

As of December 31, ~~2010~~2017, there were approximately 32,~~700~~247 holders of record of ~~the~~our Common Stock and ~~259~~408,~~262~~317,~~171~~402 shares of our Common Stock outstanding.

Dividend Policy

Transfer Agent and Registrar

The transfer agent and registrar for the Common Stock is American Stock Transfer & Trust Company, 596201 ~~Maiden~~15th ~~Lane~~Avenue, ~~Plaza Level~~Brooklyn, New York, ~~New York~~ 11219.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~AND~~You ~~RESULTS~~should OFread ~~OPERATIONS~~the following discussion together with our consolidated financial statements and the related notes which have been included in this prospectus. This discussion contains forward-looking statements about our business. Our actual results may differ materially from those we currently anticipate as a result of the factors we describe under “Risk Factors” beginning on page 5, and elsewhere in this prospectus.

You should read the following discussion together with our consolidated financial statements and the related notes which have been included in this prospectus. This discussion contains forward-looking statements about our business. Our actual results may differ materially from those we currently anticipate as a result of the factors we describe under “Risk Factors” beginning on page 6, and elsewhere in this prospectus. Introduction

~~Results~~We are engaged in conducting research into the use of ~~Operations~~ozone in the disinfection of surgical and other medical treatment facilities and in other applications. During 2012, we began to sell our first generation patented ozone disinfection system, AsepticSure®, and have been primarily focused in the field of hospital disinfection, rather than human therapies. With recent clearance from the US Environmental Protection Agency, or EPA, we began to introduce our third and latest technology commercially for use in disinfection and treatment of athletic facilities, sports equipment, preparation rooms in mortuary facilities, and remediation of buildings and hazardous cleanup sites. We are in discussion with the US Food and Drug Administration or FDA to obtain appropriate clearance of our technology. 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.

Two Years Ended December 31, 2009

We were incorporated in January 1986. We are a development stage company primarily engaged in research into the medical uses of ozone. Our current work is in the field of hospital sterilization, not human therapies. We have not generated, and cannot predict when or if we will generate, revenues or sufficient cash flow 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 United States bankruptcy laws.

During the year ended December 31, 2009, we had a net loss of $1,474,715, compared with a net loss in 2008 of $707,542. The primary expenses are payroll and consulting fees, research and development costs, office expenses, together with interest expense and additional expense recorded as a result of options granted to consultants, and the extension of certain stock purchase warrants outstanding.

In 2008, we incurred $43,333 in research and development costs, principally consulting fees. In 2009, however, we incurred $510,668 in research and development costs, as a result of prototype development costs, consulting, and other research activities. Since inception through December 31, 2009, we have spent a total of $3,239,789 for research and development related to our ozone technology and related apparatus. Research and development expenses include consultant fees, interface development costs, prototypes, and research stage ozone generator and instrument development.

General and administrative expenses in 2009 were $769,130 compared to $550,289 in the year ended December 31, 2008. The increase in 2009 as compared to 2008 was related to additional payroll and consulting fees incurred, valuation of options granted for consulting services during 2009, costs incurred for the stockholder meeting held in August 2009, and increased professional fees. The remaining general and administrative expenses include rent, office expenses and travel expenses.

Principal amounts owed on notes payable totaled $283,211 and $280,491 at December 31, 2009 and 2008, respectively. Interest expense on these obligations totaled $23,811 and $23,656 in 2009 and 2008, respectively. Additional interest expense of $3,224 was recorded during the year ended December 31, 2008 on other outstanding indebtedness. The applicable interest rates on this debt ranged from 7.75 percent to 10 percent per annum.

We also recorded debt forgiveness of $61,514 from a professional services firm during the year ended December 31, 2009.

Three Months Ended September 30, 2010 and 2009

There were no sales during the quarters ended September 30, 2010 or 2009. For the three months ended September 30, 2010, we had a net loss of $1,681,826, compared with a net loss for the three months ended September 30, 2009 of $472,994. Our primary expense is payroll and consulting fees, research and development costs, office expenses, together with interest expense and additional expense recorded as a result of options granted to consultants, and the extension of certain stock purchase warrants outstanding. The reason for the significant increase in the net loss for the three months ended September 30, 2010 over the prior year is the result of certain issuances of restricted Common Stock and Common Stock options as discussed in the following paragraph.

During the three months ended September 30, 2010, we incurred an additional expense of $840,000 as a result of the issuance of a total of 4,000,000 shares of Common Stock to certain directors, officers, and employees for board service and performance bonuses. An additional expense of $203,022 was incurred during the three months ended September 30, 2010, as a result of the valuation of 1,000,000 Common Stock options granted to a board member in lieu of the share issuance described in the preceding sentence. We also incurred an additional expense of $270,000 for the three months ended September 30, 2010, as a result of the issuance of 1,000,000 shares of Common Stock to a consultant as bonus compensation for extending his consulting agreement through September 1, 2011.

For the three months ended September 30, 2010 and 2009, we incurred $485,011 and $165,237, respectively, in research and development costs as a result of prototype development costs, consulting, and other research activities. Since inception, we have spent a total of $4,015,823 for research and development related to our ozone technology and related apparatus. Research and development expenses include consultant fees, interface development costs, prototypes, and research stage ozone generator and instrument development.

General and administrative expenses in the quarter ended September 30, 2010, were $1,187,936 compared to $301,149 during the same period in 2009. The majority of these costs include payroll and consulting fees, professional fees, director fees, and performance bonuses, as previously discussed. The remaining general and administrative expenses include rent, office expenses and travel expenses.

Principal amounts owed on notes payable totaled $285,302 and $283,211 at September 30, 2010 and December 31, 2009, respectively. Interest expense on these obligations during the three months ended September 30, 2010 and 2009, was $5,995 and $5,990, respectively.

Nine Months Ended September 30, 2010 and 2009

There were no sales during the nine months ended September 30, 2010 or 2009. For the nine months ended September 30, 2010, we had a net loss of $2,379,787, compared with a net loss for the nine months ended September 30, 2009, of $986,389. Our primary expense is payroll and consulting fees, research and development costs, office expenses, together with interest expense and additional expense recorded as a result of options granted to consultants, and the extension of certain stock purchase warrants outstanding. The reason for the significant increase in the net loss for the nine months ended September 30, 2010, over the prior year is the result of certain issuances of restricted Common Stock and Common Stock options as previously discussed.

For the nine months ended September 30, 2010 and 2009, we incurred $776,034 and $305,883, respectively, in research and development costs as a result of prototype development costs, consulting, and other research activities. Since inception, we have spent a total of $4,015,823 for research and development related to our ozone technology and related apparatus. Research and development expenses include consultant fees, interface development costs, prototypes, and research stage ozone generator and instrument development.

General and administrative expenses in the nine months ended September 30, 2010, were $1,580,634 compared to $617,377 during the same period in 2009. The majority of these costs include payroll and consulting fees, professional fees,

~~director~~Table ~~fees,~~of ~~and performance bonuses, as previously discussed. The remaining general and administrative expenses include rent, office expenses and travel expenses.~~ Contents

~~Principal~~Recent amounts owed on notes payable totaled $285,302 and $283,211 at September 30, 2010, and December 31, 2009, respectively. Interest expense on these obligations during the nine months ended September 30, 2010 and 2009, was $17,867 and $17,818, respectively. Developments

We ~~recorded~~submitted ~~debt~~a ~~forgiveness~~513(g) ofrequest ~~$61~~to the FDA on May 17,~~514~~ ~~from~~2017 and received a ~~professional~~written ~~service~~response ~~firm~~from ~~during~~the FDA on August 22, 2017. The FDA recommended that we proceed to market through the ~~nine~~de ~~months~~novo ~~ended~~classification ~~September~~pathway 30given our novel technology compared to other FDA-regulated disinfection systems. We had a follow up meeting with representatives of the FDA on January 18, ~~2009~~2018 to discuss the planned submission of a marketing application for the AsepticSure® system.

On September 18, 2017, David A. Dodd was appointed as Chief Executive Officer and a member of our Board of Directors. David Esposito, the former Interim CEO, continues as Chairman of the Board.

On October 16, 2017, we announced that we have received approval to use CE Marking on the AsepticSure^® system for distribution in the European Union and its member states. CE Marking on a product is a manufacturer’s declaration that the product complies with the essential requirements of the relevant European health, safety and environmental protection legislation.

In October 2017, we announced that we had entered into an exclusive Product Supply and License agreement with Innovasource, a leading manufacturer of cleaning, deodorizing and disinfecting products.

On November 1, 2017, Philip A. Theodore was appointed as our Executive Vice President, Operations and Administration, General Counsel and Corporate Secretary.

On January 30, 2018, Mr. Jude P. Dinges was appointed as our Executive Vice President, Chief Commercial Officer.

On January 31, 2018, we entered into the Purchase Agreement and received the proceeds under the Notes.

Results of Operations

Two Years Ended December 31, 2016

For the year ended December 31, 2016, we had a net loss of $2,673,836, compared to a net loss for 2015 of $2,035,922. For the year ended December 31, 2016, we had a total comprehensive loss of $2,684,911, compared to a total comprehensive loss for 2015 of $2,014,719. The primary reasons for the increase in net loss are (1) non-cash expense incurred in connection with warrants issued to purchase up to $1,000,000 of our Common Stock to a distributor under an amended distribution agreement, and (2) higher legal costs, primarily in connection with the Company’s annual meeting of stockholders. The increase was offset, in part, by significantly decreased stock-based compensation expense in 2016 compared to expense in 2015 related to options granted to directors, officers, employees and consultants. Our primary expenses are payroll and consulting fees, research and development expenses, office expenses, interest expense and compensation expense recorded as a result of our granting of stock options. Net loss per common share was ($0.01) in 2016 and 2015.

For the year ended December 31, 2016, we had sales of $237,000 compared to sales of $197,000 for the year ended December 31, 2015. Related cost of goods sold totaled $203,460 and $114,811 for the years ended December 31, 2016 and 2015, respectively. We anticipate that as we commence our commercial launch of the AsepticSure^® system in the United States in late 2017, our revenues will increase. In 2015, we recognized revenue for previously received deposits from customers totaling $30,000 for units delivered in 2015.

General and administrative expenses for 2016 were $2,068,391 compared to $1,737,175 for 2015. The key expenses include payroll and consulting fees, professional fees, director fees, and compensation expense recorded as a result of granting stock options. The increase in expense is primarily due to expense associated with issuing warrants to purchase up to $1,000,000 of Common Stock to a distributor as a result of an amended distribution agreement and higher legal fees, offset, in part, by significantly reduced stock-based compensation expense in 2016 for options granted to directors, employees and consultants in comparison to 2015. The remaining general and administrative expenses include rent, office expenses and travel expenses. We anticipate that our general and administrative expenses will increase in late 2017 as we prepare for and implement the commercial launch of the AsepticSure^Ò system in the United States.

Research and development expenses for 2016 were $501,734, compared to $299,649 for 2015. The increase from the prior year was primarily due to consulting and engineering costs related to upgrading AsepticSure^® units. Research and development expenses include consultant fees, interface development costs, prototypes, and research stage ozone generator and instrument development. We anticipate our research and development expenses will remain approximately the same in 2017.

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Warrants to purchase our Common Stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC), are classified as liabilities. We record these derivative financial instruments as liabilities in our balance sheet measured at their fair value. We record changes in fair value of such instruments as non-cash gains or losses in the consolidated statements of operations. In October 2016, we recorded a warrant liability of $938,051 related to the issuance of warrants for up to $1,000,000, for which the number of shares will be determined based on a 20-day average stock price prior to the date of exercise with the exercise price discounted at 40%. As of December 31, 2016, we recorded a loss on the warrant liability of $47,212. A loss on change in warrant liability represents an increase in the amount of our warrant liability during that year. The warrants expire on January 30, 2018.

Notes payable totaled $372,332 as of December 31, 2016, and $372,396 as of December 31, 2015. Interest expense on these obligations totaled $33,850 for 2016 and $27,872 for 2015. The interest rates on this debt ranged from 4.88% to 12.00% per annum.

We anticipate that our revenues, related cost of goods sold and general and administrative expenses (including selling expenses) will increase in 2017 as we launch the AsepticSure^Ò system in the U.S., while research and development expenses remain approximately the same.

Three Months Ended September 30, 2017 and 2016

During the three months ended September 30, 2017, we continued our primary focus of identifying strategic and financial partners while we seek to expand our commercial operations in key markets around the world. Our distributors outside of the United States continue to make progress in demonstrating the efficacy of the AsepticSure^® system in hospitals and in building remediation. In the United States, we continue to make commercial progress with our sales channel partners in meeting with potential customers in various segments including healthcare, athletic facilities, building construction and funeral homes.

For the three months ended September 30, 2017 and 2016, we had net losses of $370,249 and $424,521, respectively. Our primary expenses are payroll and consulting fees, research and development costs, stock-based compensation expense, office expenses, and interest expense. The decrease in net loss for the three months ended September 30, 2017, compared to the corresponding three months of 2016 was primarily due to the completion of a significant portion of our research and development work in 2016 in preparation for supporting an expansion of our commercial strategy of the AsepticSure^Ò system.

For the three months ended September 30, 2017 and 2016, we had revenue of $0 and $237,000, respectively. For the three months ended September 30, 2017 and 2016, cost of revenue was $0 and $200,326, respectively. The decrease in revenue and the associated cost of revenue decreased in 2017 was due to a lack of sales.

For the three months ended September 30, 2017 and 2016, we incurred $335,326 and $363,209, respectively, in general and administrative expenses. The majority of these expenses were for payroll, consulting fees and professional fees. The decrease for the three months ended September 30, 2017, compared to the corresponding period of 2016 was primarily due to professional and legal fees associated with preparation and notification of the annual shareholder’s meeting in 2016.

For the three months ended September 30, 2017 and 2016, we incurred $48,226 and $75,332, 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 cost. The decrease for the three months ended September 30, 2017, compared to the corresponding period of 2016 was primarily due to the completion of a significant portion of our research and development work in 2016 in preparation for supporting an expansion of our commercial strategy in 2017.

Nine Months Ended September 30, 2017 and 2016

For the nine months ended September 30, 2017 and 2016, we had net losses of $1,622,122 and $1,232,683, respectively. Our primary expenses were for payroll and consulting fees, research and development costs, stock-based compensation expense, office expenses, and interest expense. The increase in net loss for the nine months ended September 30, 2017, compared to the corresponding nine months of 2016 was primarily due to stock-based compensation expense related to stock option grants and stock awards to our employees, directors and consultants, offset by a decrease in revenues and in research and development expenses as we advance towards commercialization of the AsepticSure^® system.

For the nine months ended September 30, 2017 and 2016, we had revenue of $0 and $237,000, respectively. For the nine months ended September 30, 2017 and 2016, cost of revenue was $0 and $200,326, respectively. The decrease in revenue and the associated cost of revenue decrease in 2017 was due to a lack of sales.

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For the nine months ended September 30, 2017 and 2016, we incurred $1,603,869 and $858,455, respectively, in general and administrative expenses. The majority of these expenses were payroll, consulting fees and professional fees. The increase for the nine months ended September 30, 2017, compared to the corresponding period of 2016 was primarily due to stock-based compensation expense of $807,610, related to stock option grants and stock awards to our employees, directors and consultants.

For the nine months ended September 30, 2017 and 2016, we incurred $196,932 and $343,368, 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 costs. The decrease for the nine months ended September 30, 2017, compared to the corresponding period of 2016 was primarily due to the completion of a significant portion of our research and development work in 2016 in preparation for supporting an expansion of our commercial strategy in 2017.

Principal amounts owed on notes payable totaled $368,419 and $297,332 as of September 30, 2017 and December 31, 2016, respectively. Principal amounts owed on notes payable, net of current portion totaled $75,000 as of December 31, 2016. Interest expense on these obligations for the nine months ended September 30, 2017 and 2016, was $24,350 and $25,634, respectively. The annual interest rates on notes payable ranged from 4.88% to 12.00%.

Principal amounts owed on notes payable – related parties totaled $1,624,881 and $1,617,881 as of September 30, 2017 and December 2016, respectively. We failed to make principal payments under two promissory notes owed to former executives of the Company beginning in April 2017. Under the terms of these notes, the obligations of the Company under the notes from the date of this default will bear interest until paid in full at the annual rate of 5%. As a result, we recorded interest expense of $18,697 and $37,191 during the three and nine months ended September 30, 2017, respectively.

Liquidity and Capital Resources

AtAs of September 30, ~~2010~~2017, our working capital deficiency was $24,~~704~~493,~~758~~869, compared to a working capital deficiency of $34,~~072~~126,~~253~~861 atas of December 31, ~~2009~~2016. ~~The~~ ~~stockholders’~~As ~~deficit~~of at September 30, ~~2010~~2017, ~~was~~we had $260,~~763~~521 of available cash. During the nine months ended September 30,~~529~~ ~~compared~~2017, towe $3issued 8,~~273~~333,~~502~~334 shares of our Common Stock at $0.06 per share for proceeds of $500,000. During the three months ended December 31, ~~2009~~2017, we issued 3,500,000 shares of our Common Stock at $0.05 per share for proceeds of $175,000.

AsWe ~~a development stage company, we~~ have ~~had~~incurred nosignificant ~~revenues.~~losses Wefrom ~~will~~inception ~~continue~~through toSeptember ~~require additional financing to fund operations and to continue to fund the research necessary to undertake our new business plans~~30, ~~to further the ongoing testing as previously described~~2017, ~~and~~which ~~then~~have toresulted ~~market~~in aan ~~system~~accumulated ~~for~~deficit ~~hospital~~of ~~and medical sterilization~~$39,694,304. ~~Our~~ ~~only~~The ~~source~~stockholders’ ofdeficit ~~financing~~as ~~to date has been the periodic sale~~ of ~~Common Stock. During the nine months ended~~ September 30, ~~2010,~~2017 wewas ~~generated~~$4,365,011, ~~cash~~compared ofto $14,~~188~~046,~~400~~145 ~~(net~~as of ~~stock~~December ~~offering costs paid in cash of $10~~31,~~000)~~ ~~through~~2016. ~~Common~~This ~~Stock~~change ~~sales~~is atdue ~~prices~~to ~~ranging~~proceeds from ~~$0.12~~the tosale ~~$0.25~~of ~~per~~restricted ~~share. However,~~shares weof ~~anticipate~~common ~~that~~stock ~~prior~~being toless ~~obtaining~~than ~~financing through~~ the ~~sale~~net ofloss ~~Common~~for ~~Stock~~the tonine ~~Mammoth~~months ~~under~~ended ~~the~~September ~~Stock~~30, ~~Purchase~~2017. ~~Agreement~~We we will ~~need~~continue to ~~raise~~require additional ~~capital~~financing ~~during~~to ~~early~~fund ~~2011~~operations inand ~~order~~ to continue ~~our~~to ~~research~~test and ~~development~~market ~~activities~~our ~~and~~disinfection ~~to sustain operations~~system. We believe ~~that~~ we will berequire ~~able~~funding ~~to raise these additional needed funds from some~~ of ~~the~~approximately ~~same~~$1,500,000 ~~investors who have purchased shares~~ over the ~~past~~next ~~several~~12 ~~years~~months, ~~although~~based ~~there~~on iscurrent ~~no assurance that these investors will purchase additional shares. However~~operations, ~~these~~for: ~~investors~~(1) ~~have~~continued ~~verbally~~production ~~committed~~manufacturing toand ~~continue~~related toactivities; ~~fund~~(2) ~~our projects on a monthly basis~~research, ~~as needed. In addition~~development, weand ~~expect~~marketing toactivities; ~~obtain~~and ~~financing~~(3) ~~under~~limited ~~the~~general ~~Stock~~corporate ~~Purchase Agreement by the sale of Common Stock to Mammoth~~purposes.

AsWe ofanticipate ~~the~~that ~~date~~we ofwill ~~this~~be ~~prospectus,~~able weto doraise ~~not~~additional ~~anticipate~~funds, ~~needing~~as toneeded, ~~draw~~from ~~the~~sales ~~full~~of ~~amount~~shares of ~~the~~Common ~~Equity~~Stock ~~Line~~ to ~~implement~~the ~~our~~Investors ~~business~~pursuant ~~plan and~~ to ~~develop~~the ~~and~~Purchase ~~market our location sterilization technologies~~Agreement. We ~~believe~~As ~~that~~of ~~we will need approximately $3,000,000 during~~ the ~~twelve months following the~~ date of this prospectus ~~for research~~, ~~development,~~we ~~marketing,~~expect ~~and~~that ~~related~~our ~~activities,~~requirements ~~as well as~~ for ~~general~~cash ~~corporate~~during ~~purposes. Pursuant to~~ the ~~Stock~~next ~~Purchase~~12 ~~Agreement~~months ~~with~~will ~~Mammoth,~~exceed the ~~frequency~~amount ~~and~~we ~~amounts~~can ofraise ~~draws~~by ~~are~~selling ~~within~~shares ~~our~~of ~~control. We~~Common ~~are~~Stock ~~not obligated~~ to ~~make~~the ~~any~~Investors ~~draws,~~pursuant ~~and we may draw any amount up~~ to the ~~full~~Purchase ~~amount~~Agreement. ofWe ~~the~~expect ~~Equity~~this ~~Line,~~shortfall into ~~our~~occur ~~discretion. As~~because ofwe ~~the~~have ~~date~~an ofinsufficient ~~this~~number ~~prospectus,~~of weauthorized doand ~~not~~unissued ~~plan~~shares to ~~draw~~take ~~more~~advantage ~~funds~~of ~~(and~~the ~~correspondingly~~full ~~put~~amount ~~more~~of ~~shares~~the toInvestors’ ~~Mammoth)~~$10,000,000 ~~than~~commitment ~~is necessary~~ to ~~implement~~purchase our ~~business~~Common ~~plan~~Stock.

~~Pursuant~~Going to the Stock Purchase Agreement, we may make draws during the 24 months following the effective date of this prospectus, with a minimum amount of $25,000 and a maximum amount of $500,000 per Draw Down, but we are not obligated to draw the full $10,000,000. If we draw less than the full amount, we will put fewer shares to Mammoth, which will result in less dilution to our existing stockholders. Concern

Our ~~audited~~ability ~~and~~to ~~unaudited consolidated financial statements included in this prospectus have been prepared on the assumption that the Company will~~ continue as a going concern. ~~Since~~is ~~inception,~~dependent iton ~~has~~successfully ~~been~~accomplishing ~~necessary~~the toplan ~~rely~~described ~~upon~~in ~~financing from~~ the ~~sale~~preceding ofparagraphs ~~our~~and ~~equity~~eventually ~~securities~~attaining toprofitable ~~sustain~~ operations ~~as indicated above~~. ~~Additional~~The ~~financing~~financial ~~will~~statements bethat ~~required~~accompany ifthis weprospectus ~~are to continue as a going concern. If we~~ do not ~~obtain~~include ~~additional~~any ~~financing~~adjustments inrelating to the ~~near~~recoverability ~~future,~~and ~~either~~classification ~~through~~of ~~the~~asset ~~Stock~~carrying ~~Purchase~~amounts ~~Agreement~~ or ~~otherwise,~~the weamount ~~may~~and beclassification ~~required~~of toliabilities ~~curtail~~that ormight ~~discontinue~~result ~~operations~~from orthe ~~possibly~~outcome toof ~~seek~~this ~~protection under the bankruptcy laws~~uncertainty.

Our unaudited condensed interim consolidated financial statements included in this prospectus 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 prospectus, we have relied almost exclusively upon financing from the sale of our equity securities to sustain operations. Additional financing will be required if we are to continue as a going concern. If we do not obtain additional financing in the near term, we will be required to curtail or discontinue operations, or seek protection under U.S. 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.

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Critical Accounting Policies and Estimates

WeThis Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have ~~identified~~been ~~the~~prepared ~~policies~~in ~~below~~accordance aswith ~~critical~~U.S. togenerally accepted accounting principles (“US GAAP”). The preparation of such statements requires our ~~business~~management ~~operations~~to make significant estimates and judgments that affect the ~~understanding~~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 ~~operations~~assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

~~The~~Our ~~preparation~~inventory consists of ~~consolidated~~units ~~financial~~of ~~statements requires our management to make significant estimates and judgments that affect~~ the ~~reported~~AsepticSure® ~~amounts~~system ~~of assets, liabilities, revenues~~ and ~~expenses.~~is Byvalued ~~their~~on ~~nature,~~a ~~these~~specific ~~judgments~~identification ~~are subject to an inherent degree of uncertainty~~basis. OnWe anpurchase ~~on-going~~our ~~basis,~~inventory weas ~~evaluate~~a ~~these~~finished ~~estimates, including those related to bad debts, intangible assets, warranty obligations,~~ product ~~liability,~~from ~~revenue,~~unrelated ~~and~~manufacturing ~~income taxes~~companies. We ~~base~~write ~~our~~off ~~estimates~~100% onof ~~historical~~the ~~experience~~cost ~~and~~of ~~other~~inventory ~~facts and circumstances~~ that ~~are~~we ~~believed~~specifically toidentify ~~be reasonable,~~ and ~~the~~consider ~~results~~obsolete ~~form~~or ~~the~~excessive ~~basis~~to ~~for~~fulfill ~~making~~future ~~judgments~~sales ~~about the carrying value of assets and liabilities~~estimates. ~~The~~ ~~actual~~No ~~results~~inventory ~~may~~was ~~differ~~considered ~~from~~obsolete ~~these~~or ~~estimates~~excessive ~~under~~as ~~different~~of ~~assumptions~~September or30, ~~conditions~~2017.

We ~~account~~record ~~for~~compensation ~~equity~~expense ~~securities~~in ~~issued~~connection ~~for~~with ~~services~~the ~~rendered~~granting atof stock options and their vesting periods based on their fair values. We estimate the fair ~~value~~values of stock option awards issued to employees, consultants and other non-employees at the ~~securities~~grant ondate by using the Black-Scholes option-pricing model. For stock options with a service condition, the expense is measured at the grant date ofand ~~issuance~~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 ~~June~~November ~~2009~~2015, wethe ~~adopted~~FASB aissued ~~new~~ASU ~~accounting standard for subsequent events~~2015-17, asIncome ~~codified~~Taxes ~~in Accounting Standards Codification~~ (~~“ASC”)~~Topic ~~855-10 (formerly SFAS No. 165, Subsequent Events~~740), ~~which~~simplifying ~~establishes~~the ~~general~~presentation ~~accounting~~of ~~standards~~deferred ~~and~~income ~~disclosure~~taxes ~~for~~on ~~events that occur after~~ the balance sheet ~~date~~by ~~but~~requiring ~~before~~companies ~~the~~to ~~consolidated~~classify ~~financial~~everything ~~statements~~as ~~are~~either ~~issued~~a ornon-current ~~are~~asset ~~available~~or tonon-current beliability. ~~issued~~ASU No. It ~~requires~~2015-17 ~~the~~is ~~disclosure~~effective offor ~~the~~annual ~~date~~and ~~through~~interim ~~which~~reporting anperiod ~~entity~~beginning ~~has~~after ~~evaluated~~December ~~subsequent~~15, ~~events~~2016, and ~~the~~we ~~basis~~adopted ~~for~~this ~~that date. This new~~ standard isin ~~effective~~the ~~for~~quarter ~~interim~~ended ~~and~~March ~~annual financial periods ending after June 15~~31, ~~2009 and requires prospective application~~2017. The ~~adoption~~effect of this ~~new~~guidance ~~standard~~was ~~had~~immaterial noto ~~impact on~~ our consolidated results of operations, financial ~~statements~~position and cash flows.

~~Effective~~In ~~July~~February 12016, ~~2009, we adopted~~ the “FASB ~~Accounting~~released ~~Standards~~ASU ~~Codification™~~No. ~~and~~2016-02, ~~the~~Leases ~~Hierarchy of Generally Accepted Accounting Principles”~~ (~~ASC~~Topic ~~105~~842), ~~(formerly,~~to ~~SFAS~~bring ~~No.~~transparency ~~168,~~to ~~The~~lessee ~~FASB~~balance ~~Accounting~~sheets. ~~Standards~~ASU ~~Codification™~~No. ~~and~~2016-02 ~~the~~will ~~Hierarchy~~require oforganizations ~~Generally~~that ~~Accepted~~lease ~~Accounting~~assets ~~Principles.~~(lessees) ~~This~~ ~~new~~to ~~standard~~recognize ~~establishes~~assets ~~the~~and ~~“FASB~~liabilities ~~Accounting~~on ~~Standards~~the ~~Codification™”~~balance ~~(Codification)~~sheet asfor the ~~source~~rights ofand ~~authoritative~~obligations ~~accounting~~created ~~principles recognized~~ by ~~the~~all ~~FASB~~leases towith beterms ~~applied~~of bymore ~~nongovernmental~~than ~~entities~~12 inmonths. ~~the~~ASU ~~preparation~~No. of2016-02 ~~financial~~will ~~statements~~apply into ~~conformity~~both ~~with~~types ~~generally~~of ~~accepted~~leases; ~~accounting~~capital ~~principles~~ (~~GAAP~~or finance)~~. Rules~~ leases and ~~interpretive~~operating ~~releases~~leases. ofPreviously, ~~the~~US ~~SEC~~GAAP ~~are~~has ~~also~~required ~~sources~~only ofcapital ~~authoritative~~leases ~~GAAP~~to ~~for~~be ~~SEC~~recognized ~~registrants. The~~on ~~Codification~~lessee ~~now~~balance ~~supersedes~~sheets. ~~all~~ASU ~~previous-existing~~No. ~~non~~2016-~~SEC~~02 ~~accounting~~is ~~and~~effective ~~reporting~~for ~~standards. All~~fiscal ~~other~~years, ~~non-grandfathered~~and ~~non-SEC~~interim ~~accounting~~periods ~~literature~~within ~~not~~those ~~included~~fiscal inyears, ~~the~~beginning ~~Codification~~after ~~has~~December ~~now~~15, ~~become non-authoritative~~2018. ~~Now~~ ~~that~~Early ~~the~~application ~~Codification~~ is inpermitted. ~~effect,~~We ~~all~~are ofassessing ~~its content carries~~ the ~~same~~impact ~~level~~that ofASU ~~authority~~No. ~~The~~ ~~adoption~~2016-02 ofmay ~~this~~have ~~standard~~on ~~had~~our nofuture ~~material~~financial ~~impact~~position, onresults ~~our~~of ~~consolidated~~operations ~~financial~~and ~~statements~~liquidity.

In ~~October~~March ~~2009~~2016, the FASB issued ASU No. ~~2009~~2016-1309, ~~Revenue~~Compensation ~~Recognition (Topic 605) — Multiple~~-~~Deliverable~~ ~~Revenue~~Stock ~~Arrangements~~Compensation: ~~that~~Improvements ~~amends ASC Subtopic 605-25, Multiple-Element Arrangements~~ to ~~separate~~Employee ~~consideration in multiple~~Share-~~deliverable~~Based ~~arrangements~~Payment ~~and significantly expand disclosure requirements~~Accounting. ASU No. ~~2009~~2016-1309 ~~establishes~~is ~~the~~intended ~~accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue generating activities. Vendors often provide multiple products or services~~ to ~~their~~simplify ~~customers.~~several ~~Those~~areas deliverables often are provided at different points in time or over different time periods. Specifically, this Subtopic addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting~~. The~~ ~~amendments in this guidance will affect the accounting and reporting~~ for ~~all vendors that enter into multiple~~share-~~deliverable~~based compensation arrangements, ~~with~~including ~~their~~the ~~customers~~income ~~when~~tax ~~those~~impact, ~~arrangements~~classification ~~are~~on ~~within~~ the ~~scope~~statement of ~~this~~cash ~~Subtopic~~flows and forfeitures. ~~This~~ ~~new~~ASU ~~accounting~~No. ~~standard~~2016-09 is effective for ~~fiscal~~ years ~~beginning~~ending ~~on or~~ after ~~June~~December 1531, ~~2010.~~2016, ~~Earlier adoption is permitted. If a vendor elects early adoption~~ and ~~the~~was ~~period~~adopted ofby ~~adoption~~us isin ~~not~~ the ~~beginning~~quarter ofended ~~the~~March ~~entity’s fiscal year~~31, ~~the~~2017. ~~entity~~The ~~will~~impact ~~apply~~of ~~the amendments under~~ this ~~Subtopic~~guidance ~~retrospectively~~was ~~from~~immaterial ~~the beginning of the entity’s fiscal year. The presentation and disclosure requirements are~~ to beour ~~applied~~results ~~retrospectively~~of ~~for all periods presented. As we have not yet generated any revenues~~operations, ~~this~~financial ~~standard~~position isand ~~not~~cash ~~yet applicable, but will be adopted once revenues are generated~~flows.

In October 2016, the FASB issued ASU No. 2016-17, Interests held Through Related Parties That are Under Common Control. ASU No. 2016-17 clarifies the consolidation process for the primary beneficiary of a Variable Interest Entity (VIE) should that related party have indirect interests under common control with a reporting entity. ASU No. 2016-17 is effective for years ending after December 31, 2016, and was adopted by us in the quarter ended March 31, 2017. The effect of this guidance was immaterial to our results of operations, financial position and cash flows.

In January 2017, the FASB issued ASU No 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. ASU No. 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill charge. This guidance is effective for annual and interim periods of public entities beginning after December 15, 2019, with early adoption permitted for interim periods after January 1, 2017. We are currently assessing the potential impact ASU No. 2017-04 will have on our consolidated results of operations, financial position and cash flows.

Table of Contents

In May 2017, the FASB issued ASU No. 2017-09, Compensation -Stock Compensation (Topic 718). ASU No. 2017-09 provides clarity and reduces the diversity in practice and complexity in determining when additional expense should be recorded resulting from a modification to stock-based grants and awards. ASU No. 2017-09 is effective for annual periods beginning after December 15, 2017. Early adoption is permitted for interim periods. We are currently assessing the potential impact ASU No. 2017-09 will have on our consolidated results of operations, financial position and cash flows.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity (deficit) or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

OUR BUSINESS

~~General~~Introduction

~~Prior~~We toare ~~2008~~a weglobal ~~were~~provider ~~dedicated~~of todisinfection ~~(i)~~solutions. ~~seeking~~We ~~regulatory~~invented ~~approval~~the ofAsepticSure® asystem ~~precise~~to ~~mixture~~provide ofa ~~ozone~~superior ~~and~~means ~~oxygen, and our process~~ of ~~inactivating~~disinfecting ~~lipid~~non-~~enveloped~~porous ~~viruses~~surfaces ~~for~~in ~~the~~numerous ~~intended~~settings, ~~purpose~~including ofhospitals, ~~decontaminating~~other ~~blood~~healthcare ~~and~~facilities ~~blood products~~ and ~~assisting~~non-hospital/healthcare infacilities. ~~the~~The ~~treatment~~AsepticSure® ofsystem ~~certain~~utilizes ~~diseases;~~hydrogen ~~(ii)~~peroxide ~~developing~~vapor ~~or acquiring the related technology~~ and ~~equipment~~ozone ~~for~~in ~~the~~a ~~medical~~patented ~~application~~process ofthat ~~our~~achieves ~~products, including~~ a ~~drug~~six-log ~~production~~reduction across ~~and~~a ~~delivery~~broad ~~system;~~array ~~and, (iii) applying our novel technology to the problem~~ of ~~nosocomial~~bacterial ~~infections~~and ~~world-wide~~viral pathogens.

~~Ozone~~The isDisinfection a gas composed of three oxygen atoms in an unstable and highly reactive form. Ozone naturally tends to seek its normal state, exhibiting a short half-life as it reverts to oxygen fairly rapidly. There are many uses of ozone as a disinfecting agent. Ozone does not react with organic matter and therefore it leaves no residue in water or on the treated product. Ozone also does not form any toxic byproducts and when used in water, it can be filtered and reused. This means that no change in color or flavor results from ozone treatment, unlike chlorine treatment. Ozone can be generated onsite from ambient air or from oxygen. Each method has its advantages and unique challenges. It has been demonstrated that ozone can be economically produced and is effectively used as an agent in food processing, equipment sanitizing, and in water treatment facilities globally. Ozone technology is replacing conventional sanitation techniques such as chlorine, steam, or hot water. Problem

15Hospital-acquired infections (“HAIs”), also referred to as nosocomial infections, are a significant global problem. In the United States, such infections are a leading cause of death, accounting for approximately 100,000 deaths annually. According to the United States Centers for Disease Control and Prevention (the “CDC”), the nosocomial infection rate for U.S. hospital admissions is approximately five to ten percent. In the European Union (“EU”), HAIs cause 37,000 deaths annually but contribute to an additional 110,000 deaths and impose direct costs on the healthcare system of approximately $10.5 billion annually. There are an estimated 4.1 million cases of nosocomial infections in the EU each year. In the developed world, nosocomial infections are estimated to affect patients at a rate of 3.5% to 12% of hospital admissions. Approximately 20% to 30% of these infections are considered preventable through intensive hygiene and control programs, while the other 70% to 80% are preventable through more involved measures, including hospital architecture, hospital air sanitation and use of disposable equipment and supplies.

~~Research~~In the hospital setting, a few bacterial and ~~Development~~viral ~~Activity~~pathogens account for almost all the nosocomial infections. The species include the following: Acinetobacter baumannii, Clostridium difficile (“C. difficile”), Staphylococcus aureus and methicillin-resistant Staphylococcus aureus (“MRSA”), Escherichia coli (“E. coli”), Salmonella, Shigella, Campylobacter, Pseudomonas aeruginosa, Stenatrophomonas maltophilia, Tuberculosis, vancomycin-resistant Enterococcus (“VRE”), Legionnaires’ Disease, Noroviruses, and Rotaviruses. A recent CDC report identified 18 superbugs as “urgent, serious, and concerning threats” to the population, including carbapenem-resistant Enterobacteriaceae, drug-resistant Neisseria gonorrhea and multi-drug resistant Acinetobacter. Infections caused by the same bacterial and viral pathogens that result in HAIs are also prevalent in settings outside hospitals.

~~Early~~The inAsepticSure® 2008, we began to consider other applications of our core technologies and new technologies with lower development costs with the objective of moving us to revenue production in the shortest period of time.Solution

~~Beginning~~The inAsepticSure® ~~2008~~system is a portable, ~~management~~affordable ~~re-positioned~~disinfection system that can be easily operated by trained maintenance staff. Each AsepticSure® system consists of a primary unit that generates hydrogen peroxide mist and ozone (the ~~Company~~“disinfectant togenerator”), ~~pursue~~two anozone ~~initiative~~scrubbers and a dehumidifier. The disinfectant unit is placed in the ~~field~~center of ~~hospital~~the ~~sterilization~~room to be cleaned. ~~Following~~Vents ~~laboratory~~and ~~results~~doors ~~with~~are ~~Bacillus~~then ~~subtilis,~~sealed with an ~~internationally~~easily ~~recognized~~and ~~surrogate~~cleanly ~~for~~removable ~~anthrax,~~masking ~~that~~tape ~~produced~~product. 7The ~~log~~disinfectant ~~reductions~~unit ~~(sterilization),~~is weactivated ~~have~~from ~~expanded~~outside ~~our~~of ~~research~~the room through a remote wireless interface. The room is filled with a unique and ~~business~~patented ~~plan~~ozone-based gas formula to ~~include~~specific ~~bio-terrorism~~humidity ~~countermeasures~~and ascharge ~~well~~strength. asFollowing ~~hospital~~the ~~sterilization~~charge period and ~~critical~~subsequent ~~infrastructure~~treatment deperiod, the disinfectant unit is remotely turned off and the ozone scrubbers restore the atmosphere inside the room to applicable safety standards. The turnaround time for re-~~contamination~~use of rooms up to 4,000 cubic feet in size is 80 to 90 minutes. This includes the decontamination of all room contents including carpets and drapes.

ByThe ~~way~~disinfection action of ~~explanation,~~the ~~“Log~~AsepticSure® ~~reduction”~~system is achieved through a ~~mathematical~~patented ~~term~~process ~~(as~~involving isthe ~~“log~~interaction ~~increase”~~of low-dose hydrogen peroxide (H2O2) ~~used~~and toozone ~~show~~(O3) ~~the~~at a specific relative ~~number~~humidity offor ~~live~~a ~~microbes~~fixed ~~eliminated~~period ~~from~~of time. Ozone is a ~~surface~~gas bycomposed ~~disinfecting~~of orthree ~~cleaning~~oxygen atoms (O3) in an unstable and highly reactive form. ~~For~~ ~~example~~Ozone naturally tends to seek its normal state, exhibiting a “5short half-~~log~~life ~~reduction”~~as ~~means~~it ~~lowering~~reverts ~~the~~to ~~number~~oxygen of(O2) ~~microorganisms~~fairly byrapidly. ~~100,000-fold,~~There ~~that~~are ~~is,~~many ifuses of ozone as a ~~surface~~disinfecting ~~has~~agent. ~~100~~Although ozone does react with organic matter,~~000~~ ~~pathogenic~~it ~~microbes~~leaves no residue in water or on ~~it,~~a treated product. Ozone also does not form any toxic byproducts. The interaction of hydrogen peroxide and ozone creates a ~~5-log~~compound ~~reduction~~known ~~would~~as ~~reduce~~Trioxidane (H2O3). Trioxidane is so efficient in killing bacteria at low concentrations that all equipment may remain in the ~~number~~room during the disinfection process as material compatibility testing across a broad range of ~~microorganisms~~metals, toplastics, ~~one1~~textiles and electronic circuit boards has shown no damage following 20 separate disinfection runs.

This change in focus was based, in part, on a review of published data on hospital-derived infections, an area of rapidly growing concern in the medical community. We identified an opportunity to build on our experience with ozone technologies and its bio-oxidative qualities in pursuing this initiative and shifted our near term efforts towards one of our founding tenets, namely that under the right conditions, ozone can be extremely effective at sterilizing biological fluids (blood, serum, and plasma and plasma fractionates) as well as biologically contaminated equipment and spaces.

We expect our unique ozone generating technologies will play a vital role in addressing what public health officials and surgeons world-wide are beginning to recognize as "the silent epidemic" (American Academy of Orthopedic Surgeons, May 2008, copy on file with the Company (“AAOS Study”)), a reference to MRSA (Methicillin-resistant Staphylococcus aureus) infection. This is a strain of Staphylococcus aureus bacteria (“staph”) that is resistant to the broad-spectrum antibiotics commonly used to treat it. MRSA can be fatal. According to the AAOS Study, “the number of hospital admissions for MRSA has exploded in the past decade. By 2005, admissions were triple the number in 2000 and 10-fold higher than in 1995. In 2005, in the United States alone, 368,600 hospital admissions for MRSA — including 94,000 invasive infections — resulted in 18,650 deaths. The number of MRSA fatalities in 2005 surpassed the number of fatalities from hurricane Katrina and AIDS combined and is substantially higher than fatalities at the peak of the U.S. polio epidemic.” Indeed, biological contamination of medical treatment areas such as hospitals and chronic care facilities has recently been identified by several world renowned public health institutions, including the Centers for Disease Control or “CDC” (CDC Report, 17 Oct, 2007, copy on file with the Company), as one of the greatest threats to public health and safety in the industrial world. This concern was reflected in an article published in the journal Science (18 July 2008, Vol 321, pp 356-361, copy on file with the Company) which estimated that hospital-based infections in 2006 accounted for almost 100,000 deaths in the United States alone.

In response to this situation, we are developing a highly portable, low-cost, ozone-based technology (“AsepticSure™”) specifically for the purpose of decontaminating and sterilizing hospital surgical suites, emergency rooms, and intensive care units. Since this technology is not considered a medical treatment or a diagnostic, its development pathway is not subject to a stringent and expensive regulatory review process. We anticipate that the development pathway will be based on independent peer-reviewed science and engineering excellence. A government variant of AsepticSure™ is being developed for bio-terrorism countermeasures.

To aid in this project, in 2008, we entered into a five-year agreement with BiOzone Corporation (“BiOzone”) to jointly develop equipment for specialized laboratory trials, a prototype AsepticSure™ system for hospital beta-testing and ozone destruct technology. The agreement also covers initial exclusive product manufacturing by BiOzone on our behalf. Under this agreement, we also retain the right to outsource additional manufacturing capacity.

During May 2009, we commenced the first of a series of trials designed to confirm that our AsepticSure™ Hospital Sterilization System can rapidly eliminate hospital-based bacterial pathogens known to be responsible for the growing number of deaths and serious infections currently plaguing the healthcare system worldwide. We engaged an internationally recognized expert in medical microbiology and hospital infections to lead these trials.

____________________________

(1) Explanation of Log Reductions

1 log reduction means the number of germs is 10 times smaller

2 log reduction means the number of germs is 100 times smaller

3 log reduction means the number of germs is 1000 times smaller

4 log reduction means the number of germs is 10,000 times smaller

5 log reduction means the number of germs is 100,000 times smaller

6 log reduction means the number of germs is 1,000,000 times smaller

7 log reduction means the number of germs is 10,000,000 times smaller

We commenced a second series of laboratory trials in early June 2009, after the first series produced results that our researchers deemed to have demonstrated significant bactericidal effects against C. difficile, E. coli, Pseudomonas aeruginosa, MRSA and Vanocomycin-resistant Enterococci (“VRE”), the main causative agents of hospital derived nosocomial infections. This second series of laboratory trials resulted in what are estimated to be levels of bactericidal action necessary to achieve our commercial objectives.

In October 2009, we began a third series of laboratory trials to establish the precise protocols necessary to obtain maximum bactericidal action in combination with minimum turn-around times in keeping with normal hospital flow patterns. This third series of laboratory trials was completed during January 2010 and demonstrated predictably greater than 6 logs (99.9999%) of bacterial “kill” across the full spectrum of hospital contaminants including MRSA, C difficile, E coli, Pseudomonas aeruginosa and VRE in addition to the internationally accepted surrogate for anthrax, Bacillus subtilis. Our research has shown that the technology can now achieve a level of bacterial decontamination heretofore unseen in open space settings using conventional means. We expect that this development will significantly expand the utility and acceptance or our AsepticSure™ technology.

In connection with our trials described above, we also designed and produced a development prototype which has demonstrated that it can reach both the charge time and saturation requirements of its design criteria. In January 2010, we started mock-up trials for both public (hospital) and government (bio-terrorism countermeasures) applications of our system. Results obtained during early February 2010 demonstrated that every full-scale test run completed in our hospital room mock-up facility had resulted in the total elimination of all bacteria present in the room. Additional testing was designed to confirm in a more realistic hospital setting these laboratory findings indicating extremely high antibacterial efficacy for our novel technology (6-7.2 log reductions) against the primary causative agents of hospital acquired infections (HAIs), sometimes referred to as “Super Bugs.” We completed multiple runs with very high concentrations of MRSA, VRE and E. coli samples that were distributed throughout the test room. In every instance, the AsepticSure™ system produced greater than 6 log (99.9999%) reductions, which by definition, is sterilization. We now intend to systematically collect empirically verifiable scientific data on all of the remaining causative agents of HAIs. Given these recent results in a full room test setting which precisely mirrors our laboratory setup, we fully expect the same results with all remaining bacteria as well as Bacillus subtilis, the recognized surrogate for anthrax. Additional full-scale prototypes have subsequently been developed utilizing a somewhat different technology from the original technology.

We started hospital beta-testing of a prototype system utilizing the original technology during the summer of 2010, with the initial phases successfully completed during early October 2010. The first round of in-hospital beta-testing for this AsepticSure™ hospital sterilization system was completed on October 9, 2010, at a hospital in Kingston, Ontario, Canada. The targeted hospital space was artificially contaminated with high concentrations of MRSA and C. difficile, using both regulatory compliant stainless steel discs and carpet samples typically found in many health care facilities. One hundred percent of the MRSA and C. difficile was eliminated from the discs (7.1 logs for MRSA and 6.2 logs for C difficile). The pathogens were also completely eliminated from all contaminated carpet samples, something we believe to be unachievable with any other technology. Testing further indicated that beyond the test samples artificially introduced, all pre-occurring pathogens present before testing were also eliminated on all surfaces by the AsepticSure™ hospital sterilization system.

Additional in-hospital beta testing is anticipated to continue into 2011. Our goal is to demonstrate an actual and significant reduction in the rate of re-infection for hospital acquired infections by institutions utilizing our system.

In addition to the hospital sterilization initiative, we have developed an ozone-destruct unit which is used following sterilization of the treated infrastructure to reverse the ozone gas (O3) in the space, and turn it back into O2 in a short period of time. We have initially targeted the treatment of a typically sized surgical suite including sterilization followed by ozone destruct to habitable standards in two hours or less. This short turn-around period is considered of great importance relative to commercialization of the technology. While full room-scale testing only began in January 2010, preliminary results have demonstrated greater than 6 log (99.9999%) reductions are obtainable with the room cleared and then returned to service in under two hours. To date, the results have demonstrated that the system meets our design criteria.

In addition, work completed by the Company at Queen’s University demonstrated that the AsepticSure™ system can reliably eliminate in excess of 7 logs (99.99999%) reductions of Listeria monocytogenes and Salmonella typhium with 30-minute exposure to our unique and patented gas mixture, which provides an additional application of the AsepticSure™ technology, beyond that of hospital acquired infections.

Once the trial program for the AsepticSure™ hospital sterilization system is concluded, we expect to out-source the manufacturing of the product and to partner with large, well established companies that are already fully embedded in our sector of business as suppliers, such as medical device manufacturers or service companies.

Additionally, we possibly may partner with several such companies, perhaps covering different geographical markets such as North America, Asia, and Europe. The same may prove to be true for the outsourcing of additional manufacturing capacity. By developing relationships with multiple corporate partners, management believes that we will be able to better

maintain control over our products and obtain more competitive returns. We have held preliminary talks with potential corporate partners in the hospital sector, but have not committed to any corporate relationship at the present time. At this time, we intend to maintain sales of the government variant of AsepticSure™ in-house, as we have full-time staff and consultants that are very experienced in dealing with government affairs and government contracts.

Canadian Foundation for Global Health – Consolidated Variable Interest Entity

In 2005, we assisted in the formation of the Canadian Foundation for Global Health (“CFGH”), a not-for-profit foundation based in Ottawa, Canada. We helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with us 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 us to use a tiered pricing structure for services and products in emerging economies and extend the reach of our technology to as many in need as possible.

The CFGH may not contract for research or other services on our behalf without our prior approval. In addition, our understanding with the CFGH provides that all intellectual property, including but not limited to, scientific results, patents and trademarks that are derived from work done on our behalf or at our request by CFGH or parties contracted by CFGH with our prior approval will be our sole and exclusive property.

The CFGH is registered as a not-for-profit corporation under Canadian Federal Charter. Dr. Michael E. Shannon M.A., M.Sc., M.D. is President of CFGH and maintains offices at CFGH. Dr. Shannon is also a member of our Board of Directors and is our Director of Medical Affairs. Mr. Brad Goble, President of TDVGlobal, Inc., is also a board member of CFGH and serves as the Secretary-Treasurer for that organization. According to its website, TDVGlobal, Inc. “is a strategic management consulting company” focusing on the public sector. It is based in Ottawa, Ontario, Canada. Other members of the CFGH board are Edwin G. Marshall (our Chief Executive Officer and Chairman), Daniel D. Hoyt (one of our directors), Dr. Jill C. Marshall, NMD, (Mr. Marshall’s wife and a former corporate officer of the Company), and Dr. Ron St. John.

We follow the accounting standard which requires 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 is 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 it. We have determined that CFGH meets the requirements of a VIE, effective upon the first advance to CFGH on February 12, 2009. Accordingly, the financial position and operations of CFGH are being consolidated with our financial results and in our consolidated financial statements included in this prospectus.

Government Regulation

The U.S. Environmental Protection Agency (“EPA”) allows use of ozone with no reporting or record keeping. The U.S. Food and Drug Administration (“FDA”) approved ozone in bottled water in 1982 and granted a petition for use with fruits, vegetables, meat and poultry in June 2000. The U.S. Department of Agriculture (“USDA”) approved ozone as organic under the USDA Organic Rule in 2000.

Ozone can damage the lungs if it is inhaled. Inhaling ozone may cause respiratory problems in healthy individuals and may worsen chronic respiratory diseases. Because of these risks, it is important to follow proper procedures when using ozone technology. Along with technology development and scientific testing of our sterilization system, we are developing protocols for room sealing during the treatment period, followed by ozone-destruct to habitable standards prior to re-entry and returning the space to service. We utilize appropriate detection equipment and have taken countermeasures in design and in the test lab environment to reduce the risk of exposure to these substances in levels that would be harmful to personnel employing the technology. The correct use of our equipment should not expose a human to any toxic gas levels that are not within EPA standards.

We are working with outside regulatory consultants to determine the application of government regulation on our technology and its use. In connection with our assessment of applicable regulations we have determined that our ozone-based technology will be assessed by the EPA. In certain applications, it may be considered a pesticide used for decontamination (as would be the case in anti-terrorism applications). In that event, submission of safety and effectiveness data may be required. The precedent technology is vaporized hydrogen peroxide. The EPA may be most interested in bactericidal and sporicidal activity and ozone destruction and residual ozone levels. According to our data, residual ozone levels achieved are a safe level of <0.02 ppm. As a result, we do not anticipate any EPA-related regulatory issues.

In addition, our ozone-based technology is considered a Class I medical device by the FDA (Code LRJ, Class I Disinfectant, Medical Devices; covered under 880.6890 General Purpose Disinfectants). This is the lowest and safest medical device class. According to FDA 21 CFR Parts 862-892, the technology is exempted from pre-market authorization, so FDA

~~approval~~Table ~~need~~of only be sought when the technology is mature, validated and market-ready. The standard FDA Class I device marketing application will apply. As a result, we do not anticipate any FDA-related regulatory issues.Contents

~~The~~In ~~manufacturing~~October 2017, we were granted the right to place the “CE” Mark on the AsepticSure® System for distribution in the EU and ~~marketing~~its member states. In June 2017, we received full electrical safety approval for all models of ~~our~~the AsepticSure™® system. isThe ~~subject~~approval tomeans that the AsepticSure® system has achieved full compliance with the applicable international safety standards ofthat ~~Good~~provide ~~Manufacturing~~a ~~Practices~~baseline requirement that must be met in order to pursue marketing in all jurisdictions, including Canada, the United States, South America, the EU, Asia, and the Middle East. WeAlthough dowe ~~not~~will ~~anticipate~~be ~~any~~required ~~difficulty~~to orapply ~~unreasonable~~for ~~expense~~a separate approval in ~~meeting~~each ~~these~~country, compliance with the international safety standards will greatly facilitate this process. In August 2016, Cogmedix Inc., the manufacturer to the AsepticSure® system (“Cogmedix”), obtained company and establishment numbers from the EPA to serve as a manufacturer for the AsepticSure® System. Cogmedix already held FDA medical device manufacturing status. EPA Registration allows Cogmedix to ship AsepticSure® systems to hospitals and other users in the United States. The EPA has also granted a registration number for the specific hydrogen peroxide catalyst used in the AsepticSure® system. The AsepticSure Oxidative Catalyst is EPA approved for use in hospitals, clinics, food industry, sporting venues, and hotels to disinfect hard, non-porous surfaces at a 1.4% concentration.

~~For~~We tested the ~~foreseeable~~AsepticSure® ~~future,~~system weagainst ~~have~~many ~~suspended our efforts to seek FDA approval~~ of ~~our precise mixture of ozone and oxygen (~~the ~~“Drug”),~~bacterial ~~which previously was part of our principal focus~~ and ~~business plans. In the future, should we obtain substantial additional funding or generate revenues sufficient to support a return to our~~ viral ~~disease~~pathogens ~~treatment~~that ~~program,~~most ~~and~~frequently ~~should~~cause weHAIs. ~~choose~~The totable dobelow ~~so,~~sets weforth ~~may resume~~ the ~~testing,~~names ~~manufacturing and marketing~~ of ~~the~~such ~~Drug~~species and ~~related drug delivery technology~~, asinformation ~~well~~about ~~as our related research and development activities, all of which are subject to regulation for safety, efficacy and quality by numerous governmental authorities in~~ the ~~United~~results ~~States and other countries. At this time, because we believe that complying with these regulations would involve a considerable amount~~ of ~~time, expense and uncertainty, we intend to direct~~ our ~~development~~testing ~~efforts~~of to the ~~launch~~efficacy of the AsepticSure™® system~~. We~~ ~~project~~as ~~that the AsepticSure™ system, because it does not fall under the FDA description of~~ a ~~drug,~~means ~~medical device or treatment, will provide a much more cost-effective path for us to generate revenues in a reasonable period~~ of ~~time~~controlling ~~and at greatly reduced cost when compared to the development of a drug, medical device or treatment protocol~~them.

~~Patents~~The efficacy data in the table below refer to “log reduction”. “Log” stands for logarithm, which is the exponent of 10. Log reduction stands for a 10-fold (one decimal) or 90% reduction in numbers of live bacteria. For example, a “5-log reduction” means lowering the number of microorganisms by 100,000-fold, that is, if a surface has 100,000 pathogenic microbes on it, a 5-log reduction would reduce the number of microorganisms to one. A 6-log reduction means the number of pathogenic microorganisms is 1,000,000 times smaller and ~~Trademarks~~a 7-log reduction means the number is 10,000,000 times smaller. Disinfection is considered to involve a bio-burden reduction of 99.99% (4-logs) and up to 99.999% (5-log reduction) or destruction of 999,990 out of 1,000,000 organisms, leaving behind very few, but still some, viable organisms. Sterilization is the statistical destruction of all microorganisms and their spores. It is defined as 6-log or a 99.9999% reduction. Statistically, this definition is accepted as zero viable organisms surviving.

WeOur ~~have~~research ~~filed~~team anhas ~~application~~demonstrated ~~for~~that ~~registration~~even ofa ~~the~~3-log ~~mark~~(99.9%) ~~AsepticSure™~~bactericidal askill ais ~~trademark~~not ~~for~~enough ~~the~~to ~~system~~stop ~~with~~bactericidal ~~the U~~regeneration.S. ~~Patent~~Yet ~~and~~a ~~Trademark~~3-log ~~Office.~~kill ~~The~~exceeds ~~mark~~the isresults ~~used~~of tomost ~~describe~~current acleaning ~~portable~~practices ~~decontamination~~ and ~~sterilization~~technologies. ~~system~~In ~~for~~our ~~hospitals~~laboratories, ~~government~~we ~~buildings,~~have ~~schools~~demonstrated ~~and~~that ~~other~~the ~~functionally~~remaining ~~critical~~0.1% ~~environments~~of ~~that~~bacteria ~~might~~following ~~currently~~a ~~require,~~3-log orkill ~~need~~begin to beregenerate ~~prepared~~in ~~for~~a ~~countermeasures~~few ~~capability~~hours ~~from~~and ~~contamination~~in byfive ~~infectious~~days ~~biological~~will ~~agents~~return ~~such~~to asfull Cstrength. ~~difficile,~~That E.is ~~coli,~~the ~~Pseudomonas~~reason ~~aeruginosa,~~most ~~MRSA~~current cleaning methods and ~~VRE.~~systems have failed to break the reinfection cycle in health care facilities.

OnEffect ~~July~~of 6,the ~~2009,~~AsepticSureÒ ~~we filed U.S. patent application 61/223,219 titled “Healthcare Facility Disinfecting~~ System” ~~for~~on ~~the~~Specified AsepticSure™ technology. The patent covers disinfection for rooms and their contents within all healthcare facilities, mobile or stationary, and other critical infrastructure such as schools and government buildings. Bacteria

During the third round of trials, additional technologies were added to the AsepticSure™ system, each having their own antimicrobial effects, which in combination, were shown not to be additive, but multiplicative. The unprecedented results obtained of 6-log reductions or greater with all HAI associated pathogens provided us with valuable inventive information that resulted in a second patent filing made on January 20, 2010.

Organism	Log₁₀ Reduction
MRSA	6.43
VRE	6.08
E. coli	6.02
C. difficile	5.75
B. Subtillis	6.37

~~This~~Source: ~~second patent filing (U.S. patent application 61/295~~Zoutman,~~851)~~ ~~was~~Shannon ~~filed~~& ~~to protect improvements in our basic procedure and protocol achieved by combining it with another procedure~~Mandel, ~~resulting~~Effectiveness inof a ~~significant~~novel ~~increase~~ozone-based insystem ~~disinfecting~~for ~~capabilities demonstrated during~~ the ~~third~~rapid ~~round~~high-level ofdisinfection ~~laboratory trials against a wide variety~~ of ~~bacteria~~health ~~and~~care onspaces ~~a range of different surfaces commonly found in healthcare~~ and ~~other essential facilities. Both patent applications currently afford international protection for this technology~~surfaces, ~~and~~Am ~~can~~J beInfect ~~expanded~~Control ~~into~~2001 ~~full~~at ~~international~~5 ~~patent~~(table ~~applications, in countries of our choice.~~ 3)

OnNote: ~~July~~All 7,decontamination ~~2010,~~testing wewith ~~filed an international patent application under~~ the ~~auspices~~AsepticSureÒ ofsystem ~~the~~was ~~Patent~~conducted ~~Co-operation~~using ~~Treaty~~bacteria ~~(“PCT”)~~or tobacterial ~~secure~~spores ~~international~~suspended patent protection for its AsepticSure™ technology. The international patent application consolidates the two previously filed patent applications as described above and expands the technical evidence, both laboratory scale and practical scale, supporting the effectiveness of the technology in ~~clearing~~approved ~~healthcare~~biofilms ~~and other critical infrastructure of bacterial infections such as C. difficile, E. coli, Pseudomonas aeruginosa, MRSA and VRE down~~ to ~~complete~~simulate ~~sterilization~~real ~~standards.~~world ~~After~~situations ~~the~~involving ~~international~~spills ~~patent application has been searched and examined by the International Patent Office authorities, we can register it in any or all countries~~ of ~~the~~human ~~world that have ratified the PCT (over 140 countries~~waste, which ~~include~~are ~~all~~often ~~major~~difficult ~~industrialized~~for ~~countries),~~normal ~~and~~cleaning ~~secure~~agents ~~grant~~to ~~of patents on the application in countries of our choice~~penetrate.

~~During~~The ~~September~~efficacy ~~2010,~~of wethe ~~filed~~AsepticSure® ansystem ~~additional~~was ~~international~~first ~~patent~~demonstrated ~~application~~outside ~~covering~~the ~~recent~~laboratory ~~developments~~at Belleville General Hospital in ~~our~~Ontario, ~~variant~~Canada during the summer of ~~AsepticSure™,~~2013 ~~designed~~when ~~for~~a ~~government~~ward ~~use~~that inhad ~~bio-terrorism~~been ~~countermeasures~~contaminated with a MRSA outbreak was quarantined. ~~The~~ ~~application~~Historically, ~~filed~~the ~~under~~hospital ~~the~~reported ~~Patent~~that ~~Co-operation~~the ~~Treaty,~~ward ~~extends~~had ~~coverage~~averaged one to ~~over~~two ~~120~~new ~~countries,~~MRSA ~~including~~cases ~~all~~per ~~major~~month. ~~industrialized~~Following ~~countries~~a ~~for~~single ~~this~~AsepticSure® ~~government~~cleaning, ~~variant. An~~the ~~additional~~hospital ~~U.S.~~determined ~~provisional~~that ~~patent~~the ~~application~~ward was ~~filed~~free ~~covering~~of MRSA. In May 2014, at the ~~use~~Infection Prevention and Control Association of ~~AsepticSure™~~Canada (“IPAC”) Annual Scientific Meeting in ~~food~~Halifax, ~~processing~~Nova ~~plants~~Scotia, ~~and~~Canada, ~~related~~we ~~facilities~~reported ~~for~~that each of the ~~sterilization~~rooms ofdisinfected ~~food-borne~~with ~~pathogens~~the ~~such~~AsepticSure® assystem ~~Listeria,~~at ~~Salmonella,~~Belleville ~~and~~in ~~other~~June ~~human~~2013 ~~harmful,~~described ~~food-poisoning-causing~~above ~~bacteria~~had gone a full year without another case of MRSA.

Also during September 2010, we filed an additional U.S. provisional patent application covering the use of AsepticSure™ for disinfecting sports equipment and training facilities included those associated with professional, college and high school level teams. Recent investigations indicate a broad range of bacteria at high concentration actually resides within unclean sports equipment which tend to be covered in mucus, sweat, dead skin, and occasionally blood; ideal culture media for bacteria, fungi and mold. We believe that these recent filings will provide significant enhancement of our intellectual property protection for these specific applications.

~~During~~Table late September 2010, we filed a fourth U.S. provisional patent application involving “Advanced Oxidative Sterilization Processes.” In conjunction with this filing, we are now exploring a new development in the field of oxidative chemistry which we estimate will have a significant impact on our future technology and the ease with which we can effectively decontaminate hospitals, chronic care facilities, veterinary facilities, hotels, cruise ships, sports facilities and the equipment thereon. Our research to date demonstrates that the combination of modest levels of ozone and low concentrations of peroxide, properly delivered at the right temperature and humidity, will reliably eliminate bacteria loads of at least 6 logs (sterilization standard) on a broad range of surface materials. Research is now underway at our laboratories on a parallel track with our hospital beta-testing program to evaluate the merits of a multifactorial decontamination system which appears to further increase the potency of our AsepticSure™ technology, while dramatically reducing the exposure time, both of which are believed to have significant implications for certain applications.Contents

In ~~addition~~January 2015, a senior official at Quinte Health Care, a four hospital Canadian health care system (“QHC”), informed Medizone that following the use of the AsepticSure® system to treat the ~~patents~~MRSA ~~filed~~outbreak inat ~~connection~~Belleville ~~with~~and ~~our~~a ~~AscepticSure~~C. ~~system~~difficile outbreak at QHC’s Trenton Memorial Hospital, inthe ~~prior~~hospitals ~~years~~reported weno ~~filed~~further ~~patent~~cases ~~applications~~of illness related to ~~our~~MRSA ~~original~~or ~~ozone~~C. ~~technologies~~difficile, citing the use of the AsepticSure® system as ~~follows:~~a significant factor. We reported at the IPAC meeting in Victoria, B.C. in June 2015, that there had been no further cases of C. difficile at Trenton Memorial Hospital as of the meeting date. We believe that this extraordinary demonstration of disinfection efficacy by the AsepticSure® system underscores the importance of obtaining 100% kill of infective pathogens in health care settings if the re-infection cycle is to be broken.

·The Market for Disinfection Products and Services

~~U.S.~~We ~~equipment~~believe ~~patent~~that the AsepticSure® system has application in a wide variety of settings, including medical facilities (~~U.S.~~hospitals, ~~Patent~~clinics, ~~No.~~physician’s 5offices,~~052~~ outpatient surgical centers,~~382~~ long-term care facilities); ~~entitled~~bio-safety ~~“Apparatus~~labs; ~~for~~athletic ~~the~~facilities ~~Controlled~~(gyms ~~Generation~~and locker rooms) and ~~Administration~~sports ofequipment; ~~Ozone”~~mortuaries; ~~(“Patent~~bio-defense ~~No.~~and ~~1”)~~response to pandemics; building remediation; tissue labs; and clean rooms. Each of these potential markets is discussed in greater detail below.

·Medical Facilities. We believe that medical facilities, including hospitals, clinics, physician’s offices, outpatient surgical centers, and long-term care facilities, represent the primary market for the AsepticSure® system. The need to replace equipment periodically – the rate of replacement for typical steam, heat or chemical sterilizers is between 8 and 11 years – makes the market a stable one.

~~U.S.~~Bio-safety ~~patent~~Labs, (UTissue and Cleanrooms.S. ~~Patent~~Bio-safety Nolabs, tissue and blood labs and cleanrooms seek to reduce the risk of the transmission of infectious agents or materials from culture to culture and from culture to personnel. ~~6073627)~~We ~~entitled~~believe ~~“External~~that ~~Application~~the use of ~~Ozone/Oxygen~~the ~~For~~AsepticSure® ~~Pathogenic~~system ~~Conditions,~~as a routine disinfection process ~~patent~~in ~~for~~all biosafety levels and microbiological practices may reduce the ~~treatment~~risk of ~~external~~such ~~afflictions~~transmission, while also reducing potential negative effects that can result from other decontamination products, such as high-concentration vaporized hydrogen peroxide, formaldehyde, glutaraldehyde and titanium dioxide, including blistering of paints, corrosion of metals, lengthy exposure times and potential carcinogenic exposure.~~” This~~ ~~patent~~There are many requirements and restrictions on the type of decontamination agents such labs may use to prevent these risks and remediate adverse incidents. We also ~~describes~~believe that the AsepticSure® system can aid in all biosafety levels and microbiological practices, on all safety equipment, ~~evolutions~~transfer hoods, isolation chambers, animal cages and ~~treatment~~other ~~envelope~~equipment, ~~design~~as ~~for~~well ~~external~~as ~~medical~~help ~~applications~~prevent ~~(“Patent~~the ~~No.~~risks ~~2”);~~associated with handling infectious microorganisms.

·Athletic Facilities and Sports Equipment. Transmission of infectious diseases in athletic facilities and by sports equipment is an increasingly recognized serious problem that is underappreciated by operators of the facilities and athletes. An October 2015 article published on Forbes.com [Stone, MRSA: How You Can Avoid NFL Player Daniel Fells’ Plight At The Gym (October 13, 2015) https://www.forbes.com/sites/judystone/2015/10/13/how-you-can-avoid-daniel-fells-mrsa-plight/#304555361974] highlights the risk of contracting infectious diseases faced by athletes at all levels of sport. The article explored the plight of Daniel Fells, then a 32-year-old New York Giants tight end, who contracted a serious MRSA infection after receiving a cortisone shot for an ankle injury. Fells had five surgeries to address the infection, which was feared to be career-ending. The article also states that a number of prominent NFL players have had MRSA infections, including members of the Cleveland Browns, Washington Redskins and Los Angeles Rams. The Tampa Bay Buccaneers had an outbreak among three players and faced a lawsuit from former kicker Lawrence Tynes, who claimed that unsanitary conditions at the team’s facilities caused him to become infected with MRSA, which required multiple surgeries and six weeks of intravenous antibiotics to cure. Tynes contended that the infection ended his career, costing him over $20 million in anticipated future earnings. It also notes that a college player at Lycoming College died from an MRSA infection in 2003 and that several prominent NBA players have also had difficult infections.

~~U.S.~~To ~~Provisional~~evaluate ~~Patent~~the ~~Application~~risk ~~serial~~of noinfectious disease transmission by athletic equipment, our research staff assessed the risk of microbiological contamination in routinely used sports equipment, in this case ice hockey equipment, by taking samples from the surface of the equipment. ~~10/002943~~The samples, ~~for~~which ~~“Method~~were plated and ~~Apparatus~~incubated ~~for~~in ~~Ozone~~our ~~Decontamination~~research oflaboratory, ~~Biological~~showed ~~Liquids~~significant bacterial growth on all sports equipment items, with no one organism being predominant.~~” This~~ ~~application~~The ~~deals~~equipment was then placed in a treatment room with ~~protocols~~one AsepticSure® machine where it was treated for ~~biological~~60 ~~liquid~~minutes ~~decontamination~~at asa ~~well~~relative ashumidity of 90%, with an 80-ppm concentration of ozone and a concentration of hydrogen peroxide at 1.4%. Post-treatment assessment showed no bacterial growth on all locations sampled after 24 hours. Based on the ~~devices~~success ~~for~~of ~~conducting~~this ~~decontamination;~~test, we intend to market routine cleaning of athletic facilities and sports equipment using the AsepticSure® system as a means of reducing the transmission of infectious disease among athletes.

Process U.S. patent (U.S. Patent No. 4,632,980) entitled “Ozone Decontamination of Blood and Blood Products,” covering a procedure for ozone decontamination of blood and blood products through the treatment of blood and blood components. This patent expired in February 2003. Many of the claims and primary aspects of the technology covered by this patent are assumed by or incorporated in Patent Nos. 1 and 2 described above.

International Activities

Medizone Canada Limited

We own all of the issued and outstanding stock of MCL Medizone Canada, Ltd., a Canadian corporation (“MedCan”). MedCan was a participant in the Canadian Blood Forces Program’s SIV Study, but is not currently engaged in any business activity.

Medizone New Zealand Limited

On June 22, 1995, we entered into a series of contracts which resulted in the formation of a joint venture subsidiary incorporated in New Zealand, Medizone New Zealand Limited (MNZ). Prior to the termination of this joint venture on December 14, 2009 as described below, MNZ was a privately held corporation equally owned by us and Solwin Investments Limited (Solwin), a New Zealand corporation, and was a development stage company whose objective was to obtain regulatory approval for the distribution of our patented technology in New Zealand, Australia, South East Asia and the South Pacific Islands. The principal of MNZ was Richard G. Solomon, who is also a member of our Board of Directors.

Originally, we had purchased 100% of MNZ from Mr. Solomon, a New Zealand citizen, who became a director of Medizone in January 1996 and who had caused the formation of MNZ on June 22, 1995. Contemporaneously with this transaction, we sold 50% of MNZ to Solwin, a corporation owned by Mr. Solomon, for $150,000, of which we thereupon loaned $50,000 to MNZ, repayable on demand.

We also entered into a Licensing Agreement with MNZ (the “MNZ Licensing Agreement”) and a Managing Agent Agreement (the “Managing Agent Agreement”).

Pursuant to entering into the MNZ Licensing Agreement, we granted an exclusive license to MNZ for its process and equipment patents and trademark in New Zealand. MNZ had agreed to apply for corresponding patent protection for the patents in New Zealand and to use its best effort to exploit the rights granted in the agreement. The MNZ License Agreement was to terminate on the date of the expiration of the last to expire of any patent obtained in New Zealand, or, if no such patents were obtained, on June 22, 2010.

Pursuant to the Managing Agent Agreement, MNZ was to act as our agent in the finding of other licensees of our patents and trademark in the following countries: Australia (including Australia and New Zealand), the South Pacific Islands, and South East Asia (including the Philippines, Indonesia and Vietnam). The Managing Agent Agreement was to expire on the termination or expiration of the last of the licenses obtained pursuant thereto, subject to earlier termination by us upon an occurrence of certain events.

~~Until~~Table ~~the joint venture was terminated during December 2009 as described in the following paragraph, the investment in the joint venture had been recorded under the equity method~~ of ~~accounting as we did not have ultimate control of the joint venture.~~ Contents

~~Effective~~Mortuaries. ~~December~~There 14are more than 20,000 ~~2009~~mortuaries, inemploying anover ~~effort~~100,000 topeople, ~~unwind~~in the ~~joint~~United ~~venture~~States. ~~and~~The ~~reconvey~~mortuary toindustry usin ~~all~~the ~~global~~United ~~marketing~~States ~~rights~~generates approximately $16 billion of ~~our~~revenues ~~intellectual~~annually. ~~property,~~The wepreparation ~~entered~~rooms ~~into~~operated aby ~~Termination~~mortuaries ~~Agreement~~present ~~(the~~major ~~Termination~~opportunities ~~Agreement)~~for ~~pursuant~~disease totransmission ~~which~~and wecontamination. ~~issued~~We believe that mortuaries represent a ~~total~~major ofdisinfecting/decontamination ~~312~~need and,~~500~~ ~~shares~~as ofa ~~Common~~result, ~~Stock~~are ~~(valued~~an atattractive ~~$0.40~~market ~~per~~for ~~share,~~application anof ~~approximate~~the 4AsepticSure® technology.0% In ~~increase~~2017, ~~over~~we assessed the ~~market~~risk ~~value~~of disease transmission in a mortuary in Ontario, Canada. At the beginning of the ~~shares~~assessment, onsamples were collected from various locations in the ~~date~~mortuary’s preparation room. We plated and incubated the ~~agreement~~samples ~~was~~in ~~entered~~our ~~into)~~research tolaboratory. ~~Solwin~~The aspre-treatment ~~consideration~~assessment ~~for~~showed ~~the~~significant ~~early~~bacterial ~~termination~~growth ofin multiple locations, with no single organism being predominant. We treated the ~~MNZ~~preparation ~~Licensing~~room ~~Agreement~~with ~~and~~two AsepticSure® machines for 60 minutes. The relative humidity in the ~~Managing~~preparation ~~Agent~~room ~~Agreement~~was set at 90%, ~~and~~the toozone ~~retain~~concentration ~~all~~was ~~rights~~set at 80 ppm and ~~licenses~~the ~~originally~~concentration ~~granted~~of tohydrogen ~~MNZ~~peroxide was 1.4%. ~~Also~~Following astreatment, ~~part~~we ofcollected samples from the ~~Termination~~same ~~Agreement,~~areas that we ~~assigned~~sampled tobefore ~~Solwin~~treatment. ~~our~~The ~~ownership~~post-treatment ~~rights~~assessment ~~and~~showed ~~shares~~no growth in ~~MNZ. For~~all ~~the~~locations ~~year~~assessed ~~ended~~after ~~December~~24 31hours, ~~2009~~while one bacterial colony was present at one of the sample locations after 48 hours. Based on our assessment, we ~~recorded~~concluded that a ~~loss~~high level of ~~$125,000,~~microbial asload wewas ~~were~~present ~~unable~~in tothe ~~determine~~preparation ~~the~~room ~~future~~before ~~value~~it ofwas ~~the~~treated ~~licensing~~with ~~rights~~the ~~acquired~~AsepticSure® ~~pursuant~~system toand that the ~~Termination~~single ~~Agreement~~treatment virtually eliminated this microbial load. As ~~part~~a result, we intend to market routine cleaning of preparation rooms using the ~~Termination~~AsepticSure® ~~Agreement,~~system ~~Solwin~~to ~~will~~mortuary ~~not~~operators ~~use~~as a means of reducing the ~~name~~risk ~~“Medizone~~of ~~New~~transmission ~~Zealand~~of ~~Limited”~~infectious ~~moving~~diseases ~~forward~~to mortuary workers.

Bio-defense and Response to Pandemics. The AsepticSure^® system has received patents in the United States and the EU for its effectiveness as a means of eliminating B. subtilis, a well-accepted surrogate for Anthrax. See “— Intellectual Property”. In 19 separate tests involving 38 samples, the system demonstrated 100% reduction in B. subtilis spores. Furthermore, the National Research Council – Canada (NRC Human Health Therapeutics Portfolio) demonstrated the efficacy of the AsepticSure^® system against Adenovirus (PTG3602) and a Coronavirus known as transmissible gastroenteritis virus (“TGEV”) (ATCC # VR-763), which is a surrogate for other coronaviruses such as Middle East Respiratory Syndrome-Coronavirus (“MERS-CoV”) and Sudden Acute Respiratory Syndrome Coronavirus (“SARS-CoV”). In two tests with the Adenovirus, involving 24 samples, the AsepticSure^® system demonstrated the ability to eliminate 100% of the organism. In five tests against TGEV, involving 45 samples, the AsepticSure^® system eliminated 100% of the organism. We believe that these tests provide scientific evidence supporting our belief that the AsepticSure^® system is an effective means of eliminating the Ebola virus because filoviridae such as the Ebola virus are more susceptible to disinfection compared to coronavirus and adenovirus. Therefore, we intend to market the AsepticSure^® system as a means of combating pandemic infections and bioterrorism.

Building Remediation. We believe that the remediation of buildings that are contaminated with mold, smoke, the residual effects from water damage, including bacterial contamination, and methamphetamine is a potentially a large market for the AsepticSure^® system. As there are over 20,000 certified professional building remediators in the United States, we intend to target this market. Validation that we conducted in New Zealand has demonstrated the effectiveness of the AsepticSure^® system as a means of decontaminating buildings that have been used in the illegal production of methamphetamines. The New Zealand study involved the use of one AsepticSure^® machine to treat two separate 200-milligram samples of homogenized methamphetamine hydrochloride and a blank sample in a sealed two-by-three meter room. After treatment, the samples and blanks were rinsed and dissolved in approximately two milliliters of ethanol and analyzed by gas chromatography mass spectrometry along with a positive control. No additional compounds were detected in the methamphetamine hydrochloride samples after treatment with the AsepticSure^® system. An independent testing laboratory in New Zealand, the Institute of Environmental Science and Research Limited, determined that no residual chemicals remained following the treatment of methamphetamine hydrochloride with the AsepticSure^® system. In addition, research conducted at our BSL2 facility in Canada has also demonstrated high levels of efficacy (100% kill at 5 and 6 logs) for a broad variety of molds, including the ubiquitous black mold (Aspergillus fumigates) found throughout the United States and of particular concern in Texas, Florida and Puerto Rico, following recent hurricanes.

Distributors

We are attempting to establish a network of distributors to market the AsepticSure^® system outside the United States. To date, we have entered into distributorship agreements with respect to Canada (Contamination Control Company), South America (GYD S.A. dba “BioAsepsis”; territories: Argentina, Chile, Brazil, Colombia and Peru), New Zealand/Australia (Aseptic Systems Ltd.) and the Nordic Region (Aglon a/s; territories: Norway, Sweden, Finland, Denmark and Iceland). These distributors have not yet contributed meaningfully to our operating results. We are in discussions with other potential distributors for other jurisdictions.

Intellectual Property

Our success depends in part upon our ability to obtain and maintain proprietary protection for our products and technologies. We protect our technology and products by, among other means, obtaining United States and foreign patents. There can be no assurance, however, that any patent will provide adequate protection for the technology, system, product, service or process it covers. In addition, the process of obtaining and protecting patents can be long and expensive. We also rely upon trade secrets, technical know-how, and continuing technological innovation to develop and maintain our competitive position.

Table of Contents

We own the following patents:

·	United States:

o	Patent No. 5,052,382 – Apparatus for the Controlled Generation and Administration of Ozone

o	Patent No. 6,073,627 – External Application of Ozone/Oxygen for Pathogenic Conditions, a process patent for the treatment of external afflictions. This patent also describes equipment evolutions and treatment envelope design for external medical applications.

o	Provisional Patent Application serial no. 10/002943, for Method and Apparatus for Ozone Decontamination of Biological Liquids. This application deals with protocols for biological liquid decontamination as well as the devices for conducting decontamination.

o	Patent No. 8,551,399 – Healthcare Facility Disinfecting System (Oct 2013).

o	Patent No. 8,636,951 – Bio-terrorism Counteraction Using Ozone and Hydrogen Peroxide (Jan 2014).

o	Patent No. 8,992,829 – Sports Equipment and Facility Disinfection.

o	Patent No. 13/821,483 – Food Handling Disinfection Treatment covering the use of AsepticSure^® in food processing plants and related facilities for the sterilization of food-borne pathogens such as Listeria, Salmonella, and other human harmful, food-poisoning-causing bacteria.

Europe:

o	Patent No. 252583B - Bio-Terrorism Counter Measures Using Ozone and Hydrogen Peroxide (June 2016). Healthcare Facility Disinfection System (Aug 2016)

Canada:

o	Patent No. 2735739 – Healthcare Facility Disinfection Process and System with Oxygen/Ozone (Nov. 2011)

o	Patent No. 2846256 – Sports Equipment and Facility Disinfection

China:

o	Patent No. ZL 201080030657.2 - Healthcare Facility Disinfection System (Nov 2015)

·	Singapore:

o	Patent No.176977 – Healthcare Facility Disinfecting Process and System With Oxygen/Ozone Mixture (Feb 2013)

Mexico:

o	Patent (allowed, but awaiting issuance) Healthcare Facility Disinfecting Process and System With Oxygen/Ozone Mixture (Nov 2016)

Applications are also pending in the 38 member countries that are parties to the EU Patent Treaty, as well as South Korea, India, Singapore, Brazil and Mexico.

Table of Contents

Regulation

Our business is subject to various degrees of governmental regulation in the countries in which we and our distributors operate. In the United States, the FDA, the EPA and other governmental authorities regulate the development, manufacture, sale, and distribution of the AsepticSure^® system. Government regulations include detailed inspection of, and controls over, research and development, clinical investigations, product approvals and manufacturing, marketing and promotion, sampling, distribution, record-keeping, storage, and disposal practices.

Compliance with applicable regulations is a significant expense for us. Past, current or future regulations, their interpretation, or their application could have a material adverse impact on our operations. Also, additional governmental regulation may be passed that could prevent, delay, revoke, or result in the rejection of regulatory clearance of our products. We cannot predict the effect on our operations resulting from current or future governmental regulation or the interpretation or application of these regulations. For more information about the risks we face regarding regulatory requirements, see “Risk Factors”.

We were required to register the AsepticSure^®system with the EPA because it is considered to be a pesticide applicator within the meaning of the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”). FIFRA defines as a pesticide any substance or mixture of substances intended for preventing, destroying, repelling or mitigating any pest. A pest is defined by FIFRA to include any virus, bacteria or other microorganisms (except those organisms on or in living man or animals). However, the term pesticide does not include liquid chemical sterilant products (including any sterilant or subordinate disinfectant claims on such products) for use on a critical or semi-critical medical device. In other words, the EPA would have jurisdiction over viruses, bacteria or other microorganisms on inanimate surfaces as long as the surfaces are not considered semi-critical or critical medical devices. The FDA asserts jurisdiction over products intended for use on critical or semi-critical medical devices.

In November of 2016, we received EPA registration of the AsepticSure^® system for use as a disinfectant for animal pathogenic bacteria on hard nonporous surfaces in food processing plant premises, food processing equipment, hospital premises, hotels, motels, and sports venues (stadiums). This registration permits us to market and sell the AsepticSure^®system as a general-purpose disinfectant.

The FDA regulates medical devices in the United States. The scope of the FDA’s authority extends to the labeling of and the promotion materials used in connection with medical devices. The FDA has taken the position that the AsepticSure^®system is a medical device that is subject to pre-market approval utilizing the de novo 510k process because there is no predicate device that is substantially equivalent to the AsepticSure^® system considering its unique method of action. During discussions with the FDA in January 2018, we obtained a clear understanding of the additional testing that we will need to conduct and he additional data that we will need to submit to the FDA to support our de novo application. We are now in the process of conducting the testing and gathering the data with a view toward making a submission to the FDA prior to the end of the third quarter of fiscal 2018.

We have received approval by the regulating bodies of Canada, New Zealand, and Chile for the AsepticSure^®system to commence commercialization of the system and are pursuing approval, with the assistance of our distributors, by the appropriate authorities in other countries. The manufacturing and marketing of the AsepticSure^®system is subject to the standards of Good Manufacturing Practices. We have not had any difficulty or unreasonable expense in meeting these standards.

Competition

The ~~market~~infection-control ~~for~~industry ~~hospital~~is ~~sterilization~~extremely incompetitive. ~~which~~Our wecompetitors ~~intend~~include tocompanies dothat ~~business~~market ishydrogen-peroxide-based ~~extremely~~products, ~~competitive.~~such Weas ~~are~~TOMI ~~aware~~Environmental ofSolutions, ~~one~~Inc., ~~company~~Steris Corporation, ~~for~~Bioquell, ~~example~~Inc., Sanosil Ltd and The Clorox Company, various companies that ~~has~~market ~~commenced~~ultra-violet ~~research~~light ~~into~~disinfection ~~the~~systems ~~use~~and companies that market chemical-based disinfection systems. Many of ~~ozone~~our ascompetitors ahave ~~sterilization~~longer ~~product~~operating ~~for~~histories, ~~the~~greater ~~food~~name ~~industry~~recognition, larger installed customer bases and substantially greater financial and marketing resources than we have. We believe that ~~might~~the ~~eventually~~principal ~~compete~~factors ~~with~~affecting uscompetition in ~~the~~our ~~sterilization~~markets ~~market~~include ~~for~~name ~~hospitals~~recognition and ~~other~~the ~~medical~~ability ~~infrastructure.~~to ~~Other~~receive ~~companies,~~referrals ~~foundations,~~based ~~research~~on ~~laboratories~~client confidence in the disinfection system or ~~institutions~~service. ~~may~~Apart ~~also~~from begovernmental ~~conducting~~regulatory ~~similar~~activities, ~~investigations~~there ~~into~~are ~~the~~no ~~use~~significant barriers of ~~ozone~~entry ~~for~~that ~~this~~could ~~application~~keep ofpotential ~~which~~competitors wefrom ~~are~~offering ~~not~~disinfection ~~aware~~systems that compete with the AsepticSure® system. ~~Unless~~ ~~patent~~Our ~~protection~~ability isto ~~obtainable~~compete successfully in the industry will depend, wein ~~should~~large ~~expect~~part, ~~significant~~upon ~~competition~~our ~~once~~ability weto ~~have~~market ~~proven~~and ~~the~~sell ~~science~~our indoor decontamination and infectious disease control products and services. There iscan be no assurance that ~~patents~~we will ~~issue~~be ~~under~~able to compete successfully in the remediation industry, or that future competition will not have a material adverse effect on our ~~applications~~business, operating results and financial condition.

Employees

As of December 31, ~~2010~~2017, we had ~~five~~seven ~~employees~~full ~~(of~~time ~~which~~and ~~four~~one ~~are full~~part-time employees). ~~and~~Our aemployees ~~number~~are ofinvolved ~~outside~~in ~~consultants~~research and ~~experts~~development ~~engaged~~and inadministrative ~~product~~activities. ~~development,~~Our ~~government~~relationship ~~relations~~with ~~and~~our ~~science.~~employees is good.

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OUR PROPERTY

Our principal executive offices are located atin ~~144~~leased ~~Buena~~premises ~~Vista,~~at ~~Stinson~~350 ~~Beach, California~~E. ~~These~~ ~~offices~~Michigan ~~are~~Avenue, ~~located~~Suite ~~in the home of our Chief Executive Officer~~500, ~~Edwin G. Marshall and are made available to us by Mr. Marshall without the payment of rent~~Kalamazoo, ~~given our status as a development stage entity and our lack of funding~~Michigan. Effective July 1, 2009, we entered into a lease agreement and established our own certified laboratory located at Innovation Park, Queen’s University, Kingston, Ontario, Canada. Our laboratory space was doubled in size during January 2010 in order to conduct full-size room testing (mock-trials). We estimate that our current facilities are sufficient to meet our needs until we begin to have revenues from operations. The lease term is June 2016 through June 2018 with a lease payment of $3,550 Canadian Dollars plus the applicable goods and services tax.

We estimate that our current facilities are sufficient to meet our needs until we begin to have revenues from operations.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings that may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may have an adverse ~~affect~~effect on our business, financial conditions, or operating results. We are not aware of any legal proceedings or claims that will have, individually or in the aggregate, a material adverse ~~affect~~effect on our business, financial condition or operating results.

~~Several years ago~~DIRECTORS, aEXECUTIVE ~~former consultant brought an action against the Company styled Rakas vs. Medizone International~~OFFICERS, ~~Inc.,~~AND in the Supreme Court of New York, Westchester County (Index No. 08798/00) claiming we had failed to pay consulting fees under a consulting agreement. We deny that we owe any fees to the consultant. In September 2001, the parties agreed to settle the matter for $25,000. Our lack of funds prevented us from consummating 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 ordered that we post a bond of $25,000 to cover the settlement previously entered into by the parties. We have not posted this bond, and we have accrued as an expense the entire amount of the judgment, plus fees of $21,308.PROMOTERS

MANAGEMENT

Directors and Executive Officers

The following table contains information concerning our directors and executive officers as of ~~December~~the ~~31,~~date ~~2010~~of this Prospectus.

Name	~~Age~~	~~Position~~Age	Position
Edwin G. Marshall	68	Chairman of the Board, Chief Executive Officer
David A. Esposito		49	Chairman of the Board
Richard G. Solomon	68	Director
David A. Dodd		68	Director, Chief Executive Officer
Daniel D. Hoyt	71	Director
Michael E. Shannon		70	Director, President
Michael E. Shannon	62	Director, Director of Medical Affairs, President of CFGH
Vincent C. Caponi		67	Director
Thomas E. Auger	41	Chief Financial Officer
Stephen F. Meyer		59	Director
Stephanie L. Sorensen		48	Chief Financial Officer
Philip A. Theodore		64	Executive Vice President, Operations and Administration, General Counsel and Corporate Secretary
Jude P. Dinges		59	Executive Vice President, Chief Commercial Officer

Following is a brief summary of the background and experience of each of our directors and executive officers:

~~Edwin~~David GA. ~~Marshall~~Esposito became a director in February 2014 and currently serves as the Chairman of ~~the~~our Board. inFrom ~~June~~March ~~1997~~1, ~~following~~2017 athrough ~~successful~~September ~~hostile~~18, ~~proxy~~2017, ~~takeover. He~~he ~~was~~served ~~appointed~~as our Interim Chief Executive Officer ~~in April 1998~~. Mr. ~~Marshall~~Esposito ~~attended~~is the ~~College~~President and CEO of ~~Marin~~Armune BioScience, ~~with~~Inc., aan ~~double~~early ~~major~~stage inmedical ~~business~~diagnostics company focused on developing and ~~fire~~commercializing ~~science~~unique technology for diagnostic and prognostic tests for prostate, lung, and breast cancers. Mr. Esposito is a director of Allergenis, Inc., an early stage allergy diagnostics company. From ~~1964~~2011 to ~~1978~~2013, Mr. ~~Marshall~~Esposito ~~worked~~was inVice ~~the~~President, ~~fire~~Commercial ~~service~~Operations, inat aThermo ~~city~~Fisher ~~with~~Scientific. aBefore ~~major~~joining ~~chemical~~Thermo ~~industrial~~Fisher ~~complex~~Scientific, ~~leaving~~he ~~with~~was ~~the~~President ~~rank~~and General Manager of ~~Captain~~Phadia US Inc., a specialty diagnostics company, from 2009 until its acquisition by Thermo Fisher Scientific in 2011. He ~~then~~was ~~pursued~~employed in various ~~business~~positions ~~interests~~by Merck & Co., Inc. from 1996 to 2009, including ~~ownership~~stints as Executive Director of athe ~~real~~Respiratory ~~estate~~Marketing ~~brokerage~~Team ~~firm~~(2006-2007), New Commercial Model (2007-2008), and ~~part~~US Commercial Strategy (2008-~~ownership~~2009). ofHe was a ~~number~~combat ofinfantry ~~other~~officer ~~small~~(Lt., ~~businesses~~US Army Infantry, 101st Airborne Division) from 1990-1993 and served in ~~other~~Operation ~~fields~~Desert Storm in 1991, where he was awarded the Bronze Star Medal for combat action in Iraq. He ~~has~~received ~~been~~ a ~~private~~BS ~~investor~~degree in ~~real~~civil ~~estate,~~engineering ~~precious~~at ~~metals~~the United States Military Academy (West Point), and ~~stocks~~an ~~since~~MBA ~~1973~~from Syracuse University. He also completed an executive education program, Competitive Marketing Strategy Program, at The Wharton School (University of Pennsylvania). Mr. Esposito chairs our Audit Committee and is a member of the Compensation Committee.

Richard G. Solomon is a director. Mr. Solomon has been one of our stockholders since 1992. He was a director in 1996 and 1997 and was reappointed to the Board of Directors in May 2000. Mr. Solomon received a Bachelor of Commerce degree (University of Otago, NZ), and a Diploma of Business and Industrial Administration (University of Auckland). He is an Associate Chartered Accountant. Mr. Solomon’s career has been in business and investment. For 20 years he developed and operated a private hospital operating company, Haven Care Hospitals Limited. He was a long-standing board member and president of the New Zealand Hospitals Association and he was instrumental in the establishment of the New Zealand Council of Healthcare Standards, Inc., now known as Quality Health New Zealand. He has been retired from active business since 1996.24

~~Daniel~~Table ~~D. Hoyt became a director in January 2002. Mr. Hoyt is a graduate~~ of the University of Indiana, where he received a Bachelor of Science degree in Business Administration. Over the past 25 years, he has become a recognized leader in the life insurance industry, working as a career agent for American United Life Insurance Company. Mr. Hoyt’s clients have ranged from large public companies to small private businesses. In recent years he has spent most of his time in public speaking and relationship building in the insurance industry. His previous work experience includes seven years with Merrill Lynch as well as serving as the Chief Executive for the Chamber of Commerce in three Indiana communities. From June 1996 until June 2010, Mr. Hoyt was the Chairman of the Board of Biological Systems, Inc., a privately held corporation involved with bio-cleansing remediation systems for animal fats and oil-based materials. He also serves on the Development Board of the Indiana University Simon Cancer Center (since January 2000) and on the Board of the St. Vincent Foundation in Indianapolis, Indiana.Contents

~~Dr.~~David ~~Michael E. Shannon M.~~A., ~~M.Sc.,~~Dodd ~~M.D.,~~ became a director onand ~~August~~our ~~18,~~Chief ~~2008,~~Executive ~~and~~Officer ~~assumed~~in ~~responsibility~~September as2017. ~~Director~~Since ofMarch ~~Medical~~2010, ~~Affairs~~Mr. ~~Dr.~~Dodd ~~Shannon~~has ~~received~~been ~~his~~a ~~medical~~member ~~degree~~and ~~from~~ultimately ~~Queen’s~~chairman ~~University~~(from inJanuary ~~Canada,~~2011) ~~which~~of ~~included~~the ~~advanced~~Board ~~training~~of inDirectors ~~surgery~~Geovax ~~and~~Labs, ~~sports medicine~~Inc., Hea ~~also holds post~~publicly-~~graduate~~traded ~~degrees~~(OTC: inGOVX) ~~neurochemistry~~vaccine ~~and~~development ~~physiology~~company. He ~~has~~remains ~~been~~in ~~actively~~the ~~engaged~~role inof ~~applied~~Chairman ~~medical~~of ~~research~~GeoVax. From ~~within~~April ~~these~~2013 ~~areas~~to ~~for~~July ~~over~~2017, 27he ~~years.~~also He served inas ~~the~~President ~~Canadian~~and ~~Forces~~Chief ~~for~~Executive 31Officer, ~~years~~and ~~retiring~~as ata ~~the~~member ~~rank~~ of ~~Commodore~~the ~~(Brigadier~~Board ~~General~~of ~~equivalent)~~Directors, asof ~~Deputy~~Aeterna ~~Surgeon~~Zentaris ~~General for Canada~~Inc. ~~During the first Gulf War~~, ~~Dr.~~a ~~Shannon~~publicly-traded ~~served~~(Nasdaq: asAEZS) ~~the~~drug ~~senior~~development ~~medical~~company. ~~liaison~~He ~~officer~~was ~~for~~Chairman ~~all~~ of the ~~Canadian~~Board ~~forces.~~of InDirectors ~~1996~~of heAeterna ~~assumed~~Zentaris ~~responsibilities~~Inc. ~~within~~from ~~Health~~May ~~Canada~~2014 ~~for~~to ~~re-organizing~~May ~~the~~2016. ~~Canadian blood system~~Mr. ~~Working~~Dodd ~~with~~continues ~~both~~to ~~the~~serve ~~provincial~~as ~~and~~a ~~federal~~member ~~governments,~~of ~~he oversaw~~ the ~~development~~Board of aDirectors ~~new~~of ~~corporate~~Aeterna ~~entity~~Zentaris ~~dedicated~~Inc. He ~~exclusively~~is toalso the ~~management~~Chief ofExecutive ~~blood~~Officer ~~services~~of inRiversEdge ~~Canada.~~BioVentures, Hean ~~was~~investment ~~then~~and ~~appointed~~advisory ~~Director~~firm ~~General~~focused ~~for~~on the ~~Laboratory~~life ~~Centre~~sciences ~~for~~and ~~Disease~~pharmaceuticals ~~Control~~industries, awhich ~~position~~ he ~~held~~founded ~~for~~in ~~three years~~2009. InFrom December ~~2000,~~2007 ~~Dr. Shannon left the Canadian federal government~~ to ~~pursue~~June a2009, ~~new career in industry~~Mr. InDodd ~~that~~was ~~capacity~~President, heChief ~~simultaneously~~Executive ~~directed~~Officer ~~a phase III clinical trial in Canada, the United States~~ and ~~Great~~Chairman ~~Britain for an artificial blood substitute product. Following completion~~ of ~~that~~BioReliance ~~work~~Corporation, ~~he was asked to accept~~ a ~~special~~privately-owned ~~assignment~~organization ~~with~~that ~~the~~provided ~~Canadian~~biological ~~Federal~~safety ~~Government~~testing, ~~Auditor~~viral ~~General’s~~clearance ~~office~~testing, ~~his~~genetic ~~assignment~~and ~~being~~mammalian totechnology ~~conduct~~testing aand ~~cost~~laboratory ~~benefit~~animal ~~analysis~~diagnostic ofservices ~~all~~testing. ~~government~~From ~~sponsored~~October ~~pharmacare~~2006 ~~programs~~to ~~and~~April ~~make~~2009, ~~recommendations~~he ~~directly~~served toas ~~the~~non-executive ~~Parliament~~chairman of ~~Canada.~~Stem ~~His~~Cell ~~assignment~~Sciences ~~and~~Plc., ~~presentation~~a topublicly-traded ~~Parliament~~research ~~was~~products ~~completed~~company. Before inthat, ~~November 2004~~Mr. ~~Dr.~~Dodd ~~Shannon then~~ served onas aPresident, ~~special~~Chief ~~assignment~~Executive toOfficer ~~the~~and ~~Canadian~~Director ~~Public~~of ~~Health~~Serologicals ~~Agency~~Corporation (~~Centers~~Nasdaq: ~~for~~SERO) ~~Disease~~before ~~Control~~it ~~equivalent~~was insold ~~the~~to ~~United~~Millipore ~~States)~~Corporation asin ~~Senior~~July ~~Medical~~2006 ~~Advisor~~for $1.5 ~~His~~billion. ~~responsibility~~For ~~was~~five toyears ~~direct~~prior ~~the~~to ~~rebuilding~~his ofemployment ~~the~~by ~~Emergency~~Serologicals ~~Medical~~Corporation, ~~Response Capacity for Canada~~Mr. InDodd ~~this~~served ~~regard~~as President and ~~under~~Chief ~~his~~Executive ~~direction,~~Officer ~~the~~of ~~largest~~Solvay ~~emergency~~Pharmaceuticals, ~~medical~~Inc. ~~response~~and ~~exercise~~Chairman inof ~~the~~its ~~history~~subsidiary ofUnimed ~~the country~~Pharmaceuticals, ~~involving~~Inc. ~~the~~He ~~overnight~~has ~~construction~~more ofthan a35 ~~mobile~~years ~~hospital, hundreds~~ of ~~doctors~~executive ~~and~~experience ~~thousands~~in ofthe ~~patients,~~healthcare ~~was~~industry. ~~successfully~~Our ~~held~~Board inbelieves ~~Toronto~~that inMr. ~~December~~Dodd’s ~~2007. Dr.~~extensive ~~Shannon~~industry ~~has~~experience ~~been~~qualifies ~~actively~~him ~~engaged~~to inserve ~~medical~~as ~~bio-oxidative~~a ~~(O3~~director ~~based)~~as ~~research~~well ~~since~~as ~~1987~~an ~~and~~executive ~~was~~officer ~~directly~~of the Company.

22Dr. Michael E. Shannon M.A., M.Sc., M.D., became a director on August 18, 2008 and President of the Company in 2011. He also serves as Director of Medical Affairs since 2002 and in October 2008 was appointed President of the Canadian Foundation for Global Health, a not-for-profit association founded by the Company. Dr. Shannon received his medical degree from Queen’s University in Canada, which included advanced training in surgery and sports medicine. He also holds post-graduate degrees in neurochemistry and physiology. He has been actively engaged in applied medical research within these areas for over 28 years. He served in the Canadian Forces for 31 years, retiring at the rank of Commodore (Brigadier General equivalent) as Deputy Surgeon General for Canada. During the first Gulf War, Dr. Shannon served as the senior medical liaison officer for all of the Canadian forces. In 1996, he assumed responsibilities within Health Canada for re-organizing the Canadian blood system. Working with both the provincial and federal governments, he oversaw the development of a new corporate entity dedicated exclusively to the management of blood services in Canada. He was then appointed Director General for the Laboratory Centre for Disease Control, a position he held for three years. In December 2000, Dr. Shannon left the Canadian federal government to pursue a new career in industry. In that capacity, he simultaneously directed a phase III clinical trial in Canada, the United States and Great Britain for an artificial blood substitute product. Following completion of that work, he was asked to accept a special assignment with the Canadian Federal Government Auditor General’s office to conduct a cost benefit analysis of all government sponsored pharmacare programs and make recommendations directly to the Parliament of Canada. His assignment and presentation to Parliament was completed in November 2004. Dr. Shannon then served on a special assignment to the Canadian Public Health Agency (Centers for Disease Control equivalent in the United States) as Senior Medical Advisor. His responsibility was to direct the rebuilding of the Emergency Medical Response Capacity for Canada. In this regard and under his direction, the largest emergency medical response exercise in the history of the country, involving the overnight construction of a mobile hospital, hundreds of doctors and thousands of patients, was successfully held in Toronto in December 2007. Dr. Shannon has been actively engaged in medical bio-oxidative (O3) based research since 1987 and was directly responsible for the first human clinical trial to have ever been approved in North America which examined the efficacy of O3 delivered via minor autohemotherapy in the treatment of AIDS. He was also responsible for several primate studies utilizing O3 involving scientists from various departments within the Canadian Federal Government, as well as senior investigators from the Company and Cornell University.

~~responsible~~Vincent C. Caponi became a director in October 2014. Mr. Caponi currently is retired from Ascension Health and serves as an independent consultant for the ~~first~~system. ~~human~~He ~~clinical~~served ~~trial~~as toPresident ~~have~~and ~~ever~~CEO ~~been~~of ~~approved~~St. Vincent Medical Center in ~~North~~Bridgeport, ~~America~~CT ~~which~~from ~~examined~~July ~~the~~2016 ~~efficacy~~to ofJuly O32017. Until ~~delivered~~July ~~via~~2013, ~~minor~~Mr. ~~autohemotherapy~~Caponi inserved as the ~~treatment~~Chief Executive Officer of ~~AIDS~~St. Vincent Health. He ~~was~~grew ~~also~~the ~~responsible~~St. ~~for~~Vincent ~~several~~Health ~~primate~~ministry ~~studies~~to ~~utilizing~~a O322-hospital ~~involving~~system ~~scientists~~serving ~~from~~central ~~various~~and ~~departments~~southern ~~within~~Indiana. St. ~~the~~Vincent ~~Canadian~~Health ~~Federal~~is ~~Government~~one of Indiana’s largest employers. Ascension Health of St. Louis, asMissouri ~~well~~– asthe ~~senior~~sponsor ~~investigators~~of ~~from~~St. Vincent Health – is the ~~Company~~nation’s ~~and~~largest ~~Cornell~~Catholic ~~University~~non-profit health system with 130 hospitals located in 28 states. Mr. DrCaponi is the former Executive Board Chair for St. ~~Shannon~~Vincent ~~has~~Health (2013-2015) and Executive Board Chair for Ascension Texas (2014-2016). Mr. Caponi also served as the ~~Senior~~special ~~Medical~~representative ~~Advisor~~for toAscension Health in the ~~Company~~Cayman ~~since~~Islands ~~2002.~~at InHealth ~~August~~City ofCayman ~~2008~~Island hospital, hea ~~accepted~~joint aventure ~~position~~between onAscension Health and Narayana Health, India. In the ~~Board~~first quarter of ~~Directors~~2016, ofMr. Caponi served as the ~~Company~~Interim CEO for Ascension Wisconsin and ~~assumed~~now ~~responsibility~~is a special advisor for ~~medical~~that ~~affairs~~ministry. Mr. InCaponi ~~October~~is ~~2008,~~the heChairman ~~was~~of ~~also~~our ~~appointed~~Compensation ~~the~~Committee ~~President~~and ofserves on our Audit Committee. Our Board believes that Mr. Caponi’s extensive executive experience in the ~~CFGH~~healthcare industry qualifies him to serve on our Board.

Thomas (Tommy) E. Auger joined us as our Chief Financial Officer in December 2010. Since August 2010, Mr. Auger has been engaged as a consultant on accounting and financial operations for private companies and senior management through Advanced CFO Solutions, L.C., in Salt Lake City, Utah. From August 2008 until August 2010, he was the Chief Financial Officer of Red Ledges Land Development, Inc., a private developer of recreational and vacation properties in Utah. From September 2004 until August 2008, he was vice president of finance and administration for Talisker Corporation, a private company engaged in developing, owning and operating recreation properties and resorts in North America. From 1994 until 2004, Mr. Auger was an accountant with the international accounting firms Deloitte and Touche (1994-1995), KPMG LLP (1995 to 1999 and 2002 to 2004) and Arthur Andersen (1999 to 2002). Mr. Auger is a CPA licensed in Utah and Oklahoma and a member of the American Institute of Certified Public Accountants and the Utah Association of Certified Public Accountants (“UACPA”). He is a member of the UACPA Special Member Task Force, and also served as committee chair of the ProNet council for many years. He received an MS in Accounting in 1994 and a BS in Accounting in May 1993 from Oklahoma City University.25

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Stephen F. Meyer became a director in May 2017. From December 2010 until the company’s merger with Hill-Rom, Inc. in October 2015, Mr. Meyer was the President and Chief Executive Officer of Welch Allyn, Inc., a privately-held developer, manufacturer and marketer of frontline care devices and diagnostic solutions, headquartered in Skaneateles Falls, New York. He joined Welch Allyn in 1981 as a sales representative in Detroit, Michigan. Mr. Meyer held a series of executive and senior leadership roles in a variety of areas from international sales and marketing to product development, operations, and general management. As President and CEO, Mr. Meyer navigated Welch Allyn during a time of substantial industry change, developing and executing a new strategy, restructuring the business, engaging more deeply with customers, and becoming more acquisitive. Mr. Meyer is an executive advisor to Beecken Petty O’Keefe & Company, a private equity management firm that focuses on the healthcare industry, is a member of the board of directors of Paragon Medical, Inc. and SRC Ventures, Inc., and is an advisor to Medical Distribution Solutions, Inc., a leading publicity and content company in the health care business and is an advisor to the founder of Vids, an early-stage company focused on remote patient monitoring. He also is a founder and the managing director of River Marsh Capital, LLC, a firm investing primarily in healthcare developments which enhance and improve health, and providing corporate advisory services to companies, private equity, and venture firms. He is a past board member of TIDI Medical Products LLC, a past board member and chair of MedTech (Central New York’s Medical Technology Association), a past board member and president of the Health Industry Manufacturers Marketing Council, a past board member of AdvaMed and Medical Device Manufacturers Association, and past board member of AAFP’s Foundation. Mr. Meyer received a Bachelor of Science in Biology from Alma College and earned a Master’s of Business Administration from the William E. Simon Graduate School of Business at the University of Rochester, New York.

Stephanie L. Sorensen joined us as our Chief Financial Officer in October 2016. Ms. Sorensen also currently serves part-time as the Corporate Controller for Q Therapeutics, Inc. and Elute, Inc. both in Salt Lake City, Utah. Q Therapeutics, Inc. is a clinical-stage biopharmaceutical company that is developing human cell-based therapies that can be sold as “off-the-shelf” pharmaceuticals intended to treat neurodegenerative diseases of the brain and spinal cord. Elute, Inc. is a start-up privately held company developing and commercializing a new class of polymer-controlled drug delivery devices designed to prevent and treat orthopedic and other surgical bone infections. From October 2009 to August 2012, Ms. Sorensen was the Assistant Controller of World Heart Corporation, a publicly traded medical device company that had developed a ventricular heart valve for late stage heart failure patients as a bridge-to-transplant solution. WorldHeart was acquired by HeartWare International, Inc. in 2012. From November 2007 to October 2009, Ms. Sorensen was the Assistant Controller of Amedica Corporation, a medical device company that developed and sold ceramic spinal implants. Prior to Amedica, Ms. Sorensen held various operational and financial positions for both private and public companies in the pharmaceutical, telecommunications and software development industries.

Philip A. Theodore joined us as our Executive Vice President, Chief Administrative Officer, Chief Operations Operation Officer, General Counsel and Corporate Secretary effective as of November 1, 2017. Mr. Theodore is a graduate of the University of Cincinnati College of Law, and holds a B.A. (Political Science) from the University of Tennessee at Chattanooga. Before joining Medizone, he served as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary with Aeterna Zentaris, Inc. from October 2014 through July 2017. Prior to joining Aeterna Zentaris, he served as Vice President, General Counsel and Corporate Secretary of Zep Inc. from July 2010 through September 2014; as Senior Vice President and General Counsel of John H. Harland Company, from September 2006 to September 2007; and as Vice President, General Counsel and Corporate Secretary of Serologicals Corporation from 2004 through August 2006. Mr. Theodore was a partner in the corporate practice of King & Spalding, LLP, an Atlanta-based law firm, from 1986 through 2003.

Jude P. Dinges joined us as our Executive Vice President, Chief Commercial Officer effective as of January 30, 2018. Mr. Dinges began his career nearly 30 years ago as a professional sales representative at Bristol Laboratories and later at Merck & Co., where he was promoted to positions with increased responsibilities in training, sales, management, marketing and market development. While at Merck, Mr. Dinges won multiple awards, including the President’s Achievement Award in 2001, awarded to one of 32 Business Directors each year. He received the Change Agent Award for his market development prelaunch business planning and contributions to sales force execution, while launching the blockbuster brands Cozaar®, Fosamax®, Singulair®, Maxalt®, Vioxx®, and Vytorin®. He was recognized with a Career Achievement Award for his consistent top performance as a Senior/Executive Business Director. Mr. Dinges joined Novartis Pharmaceuticals in 2006 and led his region to top performance in the launch of Tekturna® while balancing a broad antihypertensive portfolio across several Novartis divisions. His region also led the nation in market share for Exelon® and Exelon Patch®. In 2008, Mr. Dinges became the Respiratory & Infectious Disease Specialty Medicines Director. In 2009, Mr. Dinges joined Amgen Inc. as Executive Director of Region Sales, Bone Health Business Unit. Mr. Dinges led his region team to a highly successful launch of monoclonal antibody, Prolia®, across the southeastern United States and Puerto Rico. Most recently Mr. Dinges served as Senior Vice President, Chief Commercial Officer of Aeterna Zentaris, Inc.

Meetings of the Board of Directors

The Board of Directors is elected by and is accountable to the stockholders. The Board establishes policy and provides strategic direction, oversight, and control of the Company. The Board met ~~five~~12 times during the year ended December 31, ~~2009~~2017. The Board ~~also~~ met ~~five~~six times in ~~2010~~2016. All directors participated in at least 80 percent of the meetings held by the Board~~. The~~, ~~Board~~with ~~has~~the noexception ~~standing~~of ~~audit,~~Mr. ~~compensation~~Caponi, ~~nominating~~who orparticipated ~~other~~in ~~committees~~58 percent of the meetings.

Table of Contents

Code of Ethics

We have adopted a formal, written code of conduct (“Code of Ethics”) within the specific guidelines promulgated by the SEC. This document can be found on our website at http://www.medizoneint.com. The Code of Ethics applies to our ~~named~~ executive officers, as well as all employees and consultants. We have communicated the high level of ethical conduct expected from all of our employees, including our officers and consultants. We will disclose any changes or amendments to or waivers from the Code of Ethics applicable to the named executive officers by posting such changes or waivers to our website.

The Board of Directors and Committees

~~Currently~~Our Common Stock is currently quoted on the OTC Bulletin Board, ~~only~~which ~~Mr.~~does ~~Hoyt~~not isimpose anstandards ~~independent~~relating to director asindependence ~~defined~~or by the ~~rules~~makeup of ~~any~~committees ~~securities~~with ~~exchange~~independent directors, or ~~inter-dealer~~provide ~~quotation~~definitions ~~system~~of independence. ~~Our~~ ~~Common~~In ~~Stock~~accordance iswith ~~currently~~the ~~traded~~rules onof the ~~OTC~~Securities ~~Bulletin~~and ~~Board. These~~Exchange ~~markets~~Commission, dowe ~~not~~determine ~~impose~~the ~~definitions~~independence orof ~~standards~~our ~~relating~~directors toby ~~director~~reference ~~independence~~to or the ~~makeup~~rules of ~~committees~~NASDAQ. In accordance with such rules, we have three independent directors, Mr. David Esposito, Mr. Vincent Caponi and Mr. Stephen Meyer.

~~Audit~~There ~~Committee~~were no transactions, relationships or arrangements not disclosed under the caption “Transactions with Related Persons” that were considered by the Board of Directors under the applicable independence definitions in determining that Messrs. Esposito, Caponi and Meyer are independent.

~~As of the date of this prospectus, we do not have a standing Audit Committee. We intend to establish an Audit Committee of the~~ Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in the regulations of the SEC. The Audit Committee’s duties would be to recommend to our Board of Directors the engagement of independent auditors to audit our consolidated financial statements and to review our accounting and auditing principles. The Audit Committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors, if any, and independent public accountants, including their recommendations to improve the system of accounting and internal control. The Audit Committee would at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles. Committees

~~Compensation~~Audit Committee. The Audit Committee of the Board of Directors (the “Audit Committee”) is a standing committee of the Board, which has been established as required by Section 3(a) of the Exchange Act. As of the date of this report, the members of the Audit Committee are Mr. Esposito, Mr. Meyer and Mr. Caponi. Mr. Esposito serves as the Chairman of the Audit Committee. The Board has determined that Mr. Meyer and Mr. Caponi are each considered to be an “audit committee financial expert,” as defined by the applicable regulations promulgated by the SEC under the Exchange Act. The Board also believes that each member of the Audit Committee meets stock exchange requirements regarding financial literacy. The Audit Committee’s responsibilities include: (i) appointing the independent registered public accounting firm of the Company, (ii) reviewing, approving and monitoring the scope and cost of any proposed audit and non-audit services that are provided by, as well as the qualifications and independence of, the independent registered public accounting firm, (iii) reviewing and monitoring with the independent registered public accounting firm, and any internal audit staff, the results of audits, any recommendations from the independent registered public accounting firm and the status of management’s actions for implementing such recommendations, as well as the quality and adequacy of our internal financial controls and any internal audit staff, and (iv) reviewing and monitoring our annual and quarterly financial statements and the status of material pending litigation and regulatory proceedings. The Audit Committee met one time in 2017.

AsCompensation Committee. The Compensation Committee of the ~~date~~Board of ~~this~~Directors ~~prospectus~~(the “Compensation Committee”) includes as members Mr. Esposito, weMr. doMeyer ~~not~~and ~~have~~Mr. aCaponi. ~~standing~~Mr. ~~Compensation~~Caponi serves as Chairman of the Committee. We ~~intend~~During to2017, ~~establish~~all amembers of the Compensation Committee were outside directors as defined by Section 162(m) of the ~~Board~~Internal ofRevenue ~~Directors~~Code and are non-employee directors as defined by the applicable regulations promulgated by the SEC under the Exchange Act. The Compensation Committee’s ~~would~~responsibilities ~~review~~include: (i) reviewing and ~~approve~~recommending ~~our~~to ~~salary~~the ~~and~~full ~~benefits~~Board ~~policies~~of Directors the salaries, ~~including~~bonuses, ~~compensation~~and other forms of ~~executive~~compensation ~~officers~~and benefit plans for management and (ii) administering our equity compensation plans. The duties of the Compensation Committee ~~would~~as ~~also~~the ~~administer~~administrator ~~any~~of ~~stock~~those ~~option~~ plans ~~that~~include, webut ~~may~~are ~~adopt~~not ~~and~~limited ~~recommend~~to, ~~and~~determining ~~approve~~those persons who are eligible to receive awards, establishing terms of all awards, authorizing officers of the Company to execute grants of ~~stock~~awards, ~~options~~and interpreting the provisions of the equity compensation plans and grants that are made under ~~such~~those plans. The Compensation Committee met one time in 2017.

Nominating and Governance Committee. As of the date of this report, we do not have a standing Nominating and Corporate Governance Committee . We intend to establish a Nominating and Corporate Governance Committee of the Board of Directors in the future to assist in the selection of director nominees, approve director nominations to be presented for stockholder approval at an annual meeting of stockholders, fill any vacancies on our Board of Directors, consider any nominations of director candidates validly made by stockholders, and review and consider developments in corporate governance practices.

AsRisk ofOversight ~~the date of this prospectus, we do not have a standing Nominating~~ and Corporate Governance Committee. We intend to establish a Nominating and Corporate Governance Committee of the Board of Directors to assist in the selection of director nominees, approve director nominations to be presented for stockholder approval at our annual meeting of Management

23Our Board of Directors is actively involved in the oversight and management of the material risks that could affect the Company. Historically, our Board of Directors has carried out its risk oversight and management responsibilities by monitoring risk directly as a full board. The Board’s direct role in our risk management process includes receiving regular reports from our executive officers and other members of senior management on areas of material risk to the Company, including operational, strategic, financial, legal and regulatory risks.

stockholders and fill any vacancies on our Board of Directors, consider any nominations of director candidates validly made by stockholders, and review and consider developments in corporate governance practices.27

~~Executive~~Table ~~Compensation~~of Contents

~~The~~With ~~following~~the ~~Summary~~formation ~~Compensation~~of ~~Table~~an ~~shows~~Audit ~~compensation~~Committee ~~paid~~and ~~for~~a ~~each~~Compensation ofCommittee in January 2015, the ~~past~~Board ~~two~~delegated ~~years~~the tooversight ~~our~~and ~~Chief~~management ~~Executive~~of ~~Officer~~certain ~~(our~~risks ~~principal~~to ~~executive~~the ~~officer)~~Audit Committee and ~~our~~Compensation ~~executive~~Committee. ~~officers~~The ~~other~~Audit ~~than~~Committee is responsible for the ~~Chief~~oversight ~~Executive~~of ~~Officer~~Company ~~who~~risks ~~were~~relating ~~serving~~to asaccounting ~~executive~~matters, ~~officers~~financial atreporting ~~the~~and ~~end~~related-party oftransactions. ~~our~~To ~~last~~satisfy ~~completed~~these ~~fiscal~~oversight ~~year~~responsibilities, ~~December~~the ~~31,~~Audit ~~2010~~Committee ~~(“Named~~meets ~~Executive~~regularly ~~Officers”)~~with and receives reports from the Company’s Chief Financial Officer and the Company’s independent registered public accounting firm.

The Compensation Committee is responsible for the oversight of risk relating to the Company’s compensation and benefits programs. To satisfy these oversight responsibilities, the Compensation Committee meets regularly with and receives reports from the Company’s Chief Executive Officer and Chief Financial Officer to understand the financial, human resources and shareholder implications of compensation and benefits decisions.

Board Committee Charters

A written charter has been adopted for each of the Audit Committee and the Compensation Committee. Copies of the Audit Committee Charter and the Compensation Committee Charter are available, free of charge, on the Company’s website at http://medizoneint.com under the “Corporate Governance” tab. The information contained on the website is not incorporated by reference in, or considered part of, this report.

EXECUTIVE COMPENSATION

The following Summary Compensation Table shows compensation paid for each of the past two years to each person who served as our Chief Executive Officer (our principal executive officer) during 2017 and our two other most highly compensated executive officers other than the Chief Executive Officer who were serving as executive officers at the end of our last completed fiscal year, December 31, 2017 (“Named Executive Officers”).

Summary Compensation Table

Name and principal position	Year	Salary ($)	Stock awards ($)	Option awards ($)	~~Total~~Other ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Edwin G. Marshall (1) (2) Chairman and Chief Executive Officer	2010 2009	$170,000 $170,000	$210,000 $ 0	$ 0 $ 0	$380,000 $170,000
Edwin G. Marshall (1) Former Chairman and Chief Executive Officer	2017	32,500	--	74,147	--	106,647
Michael E. Shannon (3) Director of Medical Affairs	2010 2009	$234,633 $212,485	$ 0 $ 0	$ 203,022 $ 0	$437,655 $212,485
	2016	195,000	--	--	--	195,000
Tommy E. Auger (4)	2010	$ 3,000	$ 0	$ 0	$ 3,000
David A. Esposito(2) Chairman and Former Interim Chief Executive Officer	2017	123,750	150,000	74,147	6,800	354,697
	2016	--	--	--	--	--
David A. Dodd(3) Chief Executive Officer	2017	72,197	50,000	--	--	122,197
	2016	--	--	--	--	--
Michael E. Shannon (4) President	2017	184,704	--	74,147	--	258,851
	2016	175,922	--	--	--	175,922
Stephanie L. Sorensen(5) Chief Financial Officer	2017	60,000	--	18,537	--	78,537
	2016	15,000	--	--	--	15,000

(1) On February 28, 2017, Mr. Marshall retired from his position as Chairman of the Board and Chief Executive Officer of the Company. Mr. Marshall entered into a Separation and Release Agreement, which terminated his employment agreement with us. The Separation and Release Agreement sets forth a payment schedule related to certain promissory notes that we issued to Mr. Marshall with respect to unpaid cash compensation owing to him and certain changes to equity awards granted to him under our 2014 Equity Incentive Plan. Among other things, the changes modify the exercise period of the grants from three weeks to three years following the termination of his employment.

No other cash payments were made or accrued during the years indicated. Amount in column (d) represents compensation paid in the form of restricted shares of Common Stock for services performed by Mr. Marshall as a director of the Company (see “Director Compensation” following this section). Cash payments of salary made to Dr. Jill Marshall (Mr. Marshall’s wife) were $60,000 per year in 2010 and 2009. Those payments are not included in the table. 28

~~(2)~~Table of Contents

~~Aggregate~~(2) Mr. ~~accrued~~Esposito ~~and~~became ~~unpaid~~our ~~wages~~interim ~~owed~~Chief Executive Officer on March 1, 2017 upon the retirement of Mr. Marshall. In connection with Mr. Esposito’s appointment as our Interim Chief Executive Officer, we entered into an employment agreement that provided for ~~prior~~the ~~periods~~payment atof ~~December~~an 31annual base salary of $225,000 ~~2010~~and that provided that he is eligible to receive a target bonus equal to 50% of his base salary based on performance goals established by our Board. The amount of salary shown is the amount of salary that was accrued but not paid to Mr. Esposito during the portion of 2017 that he served as our Interim Chief Executive Officer. Mr. Esposito also received a stock award of 1,000,000 ~~totaled~~shares $of our Common Stock upon his appointment and was eligible to receive an additional 1,~~088~~000,~~505~~000 shares of our Common Stock upon the commercialization of the AsepticSure® system in the United States. ~~Aggregated~~Upon ~~accrued~~his ~~and~~stepping ~~unpaid~~down ~~wages~~as ~~and~~CEO, ~~consulting~~Mr. ~~fees~~Esposito ~~owed~~was no longer eligible to ~~Dr.~~receive ~~Jill~~the ~~Marshall~~stock award for ~~prior~~an ~~periods~~additional at1,000,000 ~~December~~shares 31upon commercialization. Prior to Mr. Esposito’s appointment as Interim CEO, ~~2010~~he received a grant of options to acquire 1,000,000 ~~totaled~~shares of our Common Stock pursuant to our 2016 Equity Incentive Plan, all of which were immediately vested. Mr. Esposito, along with other accredited investors, participated in the Company’s Spring 2017 Private Placement (the “Private Placement”). Mr. Esposito purchased a total of 6,333,334 shares at a fixed price of $~~441~~0.06 per share. The market price of a share of common stock fluctuated between $0.06 and $0.10 at the time of the Private Placement. The total discount to market of $6,~~583~~800 is shown as other compensation.

(3) Mr. Dodd became our Chief Executive Officer on September 18, 2017. We entered into an employment agreement with Mr. Dodd that provides that his initial base salary will be $250,000 per year and that he is eligible for an annual performance bonus with an initial target of 65% of annual base salary. The bonus will be payable upon achievement of targets established by the Board of Directors, including targets related to operating capital levels; commercialization of the AsepticSure® system in the United States; and building and scaling commercial operations, including recruiting of experienced personnel to lead commercialization in the U.S. market. We also entered into a change of control agreement with Mr. Dodd, pursuant to which he will receive severance compensation in the event his employment is terminated without cause or for good reason (as defined in the agreement) following a change of control. The amount of salary shown is the amount of salary that was accrued but not paid to Mr. Dodd during the portion of 2017 that he served as our Chief Executive Officer. Mr. Dodd has agreed to serve without receiving cash compensation until our financial condition will permit us to make cash salary payments to him. Pursuant to his employment agreement with us, Mr. Dodd was granted the following: 1,000,000 shares of restricted stock that will vest on March 18, 2018, and 1,000,000 shares of restricted stock that will vest immediately upon the commercialization of the AsepticSure® system in the United States. However, all such shares of restricted stock will vest immediately in the event we undergo a change of control. On January 3, 2108, Mr. Dodd voluntarily surrendered the 1,000,000 shares of restricted stock that will vest on March 18, 2018.

(4) Dr. Shannon isreceives ~~President~~a ofbase ~~the CFGH and the Medical Affairs Director of the Company. His~~ salary ~~(column (c)) is~~ paid ~~by the CFGH~~ in Canadian ~~dollars.~~Dollars ~~Base~~of ~~salary is~~ $240,000 ~~CND~~ per year. The above amounts have been converted to U.S. dollars using the average exchange rate between the Canadian and the U.S. dollar for each year. The average exchange ~~rate~~rates ~~for~~were ~~2009~~.769601 ~~was~~and 0.~~885355.~~7330075 ~~The average exchange rate~~ for ~~2010~~2017 ~~was~~and 02016, respectively.~~977636.~~ Column (e) represents compensation paid to Dr. Shannon in the form of stock options granted as compensation for Dr. Shannon’s service as a member of our Board of Directors (see “Director Compensation”), valued using the Black-Scholes option pricing model. ~~Not included in the table are accrued and unpaid consulting fees owed to Dr. Shannon for periods prior to 2009, which totaled $111,109 as of December 31, 2010.~~

(45) Ms. Sorensen became our Chief Financial Officer on October 1, 2016. We entered into an employment agreement with Ms. Sorensen that provides that her initial base salary will be $60,000 per year. We also entered into a change of control agreement with Ms. Sorensen, pursuant to which she will receive severance compensation in the event her employment is terminated without cause or for good reason (as defined in the agreement) following a change of control. On February 2, 2017, Ms. Sorensen was awarded the option to purchase 250,000 shares of Common Stock. Ms. Sorensen voluntarily surrendered this option on January 3, 2018.

~~Mr. Auger became our Chief Financial Officer on December 30, 2010.~~ 29

WeTable ~~do not have any written employment agreements with any employee. Our Board~~ of Directors does not have a compensation committee or audit committee. The Board determines matters concerning the compensation of executive officers. When resources allow, we anticipate that directors will be paid an annual fee and a fee for attendance at meetings of the Board and meetings of committees of the Board. There were no outstanding equity awards at December 31, 2010, held by our Named Executive Officers.Contents

Director Compensation

The following table summarizes compensation paid to the Board of Directors during the year ended December 31, ~~2010~~2017.

Name	~~Fees earned or paid in cash ($)~~	~~Stock~~Fees ~~awards~~earned or paid in cash ($)	~~Option awards ($)~~	~~Non-equity incentive plan compensation ($)~~	~~Nonqualified~~Stock ~~deferred~~awards ~~compensation earnings~~ ($)	~~All other compensation ($)~~	~~Total ($)~~	Option awards ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
(a)	~~(b)~~	(cb)	~~(d)~~	~~(e)~~	(fc)	~~(g)~~	~~(h)~~	(d)		(e)		(f)		(g)		(h)
Richard G. Solomon (1)	$0	$210,000	$ 0	$0	$0	$0	$210,000
Vincent C. Caponi			--			--			74,147		--		--		--		74,147
Daniel D. Hoyt (1)	$0	$210,000	$ 0	$0	$0	$0	$210,000
Stephen F. Meyer			--			--			14,460		--		--		--		14,460
Michael E. Shannon (2)	$0	$ 0	$203,022	$0	$0	$0	$203,022
Dwayne Montgomery(1)			--			--			18,644		--		--		--		18,644
Edwin G. Marshall (3)	$0	$210,000	$ 0	$0	$0	$0	$210,000
Daniel Hoyt(2)			--			--			74,147		--		--		--		74,147

(1) Mr. Montgomery resigned from our Board of Directors on August 23, 2017. His vested options were forfeited on November 29, 2017.

~~During July 2010,~~ (2) Mr. ~~Solomon and Mr.~~ Hoyt ~~each~~retired ~~received~~from ~~1,000,000~~our ~~shares~~Board of ~~restricted~~Directors ~~Common~~on ~~Stock~~June as21, ~~compensation~~2017. As ~~for~~a ~~their~~result, ~~services~~his asvested aoptions ~~director. The~~will ~~shares~~expire ~~were~~upon ~~valued~~the atearlier ~~$0.21~~of ~~per~~three ~~share,~~years ~~the~~from ~~market~~his ~~value~~retirement ofdate ~~the~~or ~~shares of~~ the ~~date~~options’ oftermination ~~issuance~~date.

~~(2)~~Outstanding Equity Awards

~~Dr.~~The ~~Shannon~~following istable ~~also~~summarizes ~~our Director of Medical Affairs and is~~ the ~~President~~outstanding ofequity ~~the~~awards ~~CFGH. In~~held ~~lieu~~by ofour aNamed ~~restricted~~Executive ~~stock~~Officers ~~grant such~~ as ~~that made to Mr. Solomon and Mr. Hoyt (described in Note (1), above), Mr. Shannon was granted options to purchase a total~~ of ~~1,000,000~~December ~~shares of Common Stock~~31, exercisable at a price of $0.20 per share for a period of five years. These options were fully vested on the date of the grant and were valued, pursuant to the Black-Scholes option pricing model, at $203,022. 2017:

(3)

	Option Awards						Stock Awards
Name	Number of Securities underlying unexercised options (#) exercisable	Number of Securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price		Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Edwin G. Marshall Former Chairman and Chief Executive Officer	250,000 1,500,000 1,000,000	-- -- --	-- -- --	$ $ $	0.163 0.0877 0.10	4/30/2019 2/28/2020 2/28/2020	-- -- --		-- -- --	-- -- --	-- -- --
David A. Esposito Chairman and Interim Chief Executive Officer	1,000,000 750,000 1,000,000	-- -- --	-- -- --	$ $ $	0.1095 0.0877 0.10	2/26/2019 8/18/2020 2/2/2027	-- -- --		-- -- --	-- -- --	-- -- --
David A. Dodd Chief Executive Officer	--	--	--		--	--	--		--	1,000,000	70,000
Michael E. Shannon President	650,000 1,500,000 1,000,000	-- -- --	-- -- --	$ $ $	0.13 0.0877 0.10	8/15/2019 8/18/2020 2/2/2027	-- -- --		-- -- --	-- -- --	-- -- --
Philip A. Theodore Executive Vice President, Operations and Administration, General Counsel and Corporate Secretary	--	--	--		--	--	--		--	300,000	18,000

Our Chief Executive Officer, Edwin G. Marshall is also a director. Mr. Marshall received a grant of 1,000,000 shares of restricted Common Stock in July 2010, valued at $0.21 per share, as compensation for his services as a director. 30

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of ~~December~~February 318, ~~2010~~2018 regarding the number of shares of Common Stock beneficially owned by (i) each person or entity known to us to own more than five percent of our Common Stock; (ii) each of our Named Executive Officers; (iii) each of our directors; and (iv) all of our executive officers and directors as a group.

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

Title of class	Name and Address of beneficial owner (1)	Amount and nature of beneficial ownership	Percentage of class (2)
Common Stock	Edwin G. Marshall, Director and Chief Executive Officer (2)	16,743,009	6.5%
Security Ownership of Management
Common Stock	~~Richard~~Vincent GC. ~~Solomon~~Caponi, Director (3)	111,~~602~~750,~~345~~000	~~4.5%~~*
Common Stock	~~Daniel~~David DA. ~~Hoyt~~Dodd, Director and Chief Executive Officer(4)	82,~~030~~000,~~773~~000	~~3.1%~~*
Common Stock	~~Michael~~David EA. ~~Shannon~~Esposito, ~~Director~~Chairman of the Board(5)	412,~~984~~523,~~000~~334	13.900%
Common Stock	~~Tommy~~Stephen EF. ~~Auger~~Meyer, ~~CFO~~Director(6)	-750,000	*
Common Stock	~~All~~Michael ~~Officers~~E. ~~and~~Shannon, ~~Directors As a Group~~ Director(~~5 persons~~7)~~(6)~~	415,~~360~~639,~~127~~000	~~16.0%~~*
Common Stock	Philip A. Theodore, Executive Vice President, Operations and Administration, General Counsel and Corporate Secretary(8)	1,000,000	*
Common Stock	Jude P. Dinges, Executive Vice President, Chief Commercial Officer (9)	500,000	*
Common Stock	Stephanie L. Sorensen, Chief Financial Officer	--	--
Common Stock	All Officers and Directors as a Group (8 persons)(10)	24,162,334	5.71%

* Less than one percent of the issued and outstanding Common Stock.

(1) Except as otherwise indicated, the address of the stockholder is: c/o Medizone International, Inc., 350 East Michigan Avenue, Suite 500, Kalamazoo, MI 49007.

~~Except~~(2) Based ason ~~otherwise~~a ~~indicated,~~total ~~the address~~ of ~~the stockholder is: c/o Medizone International~~415, ~~Inc.~~191,788 ~~144~~shares ~~Buena~~outstanding ~~Vista~~at ~~P.O.~~February ~~Box 742 Stinson Beach~~8, ~~California 94970~~2018.

(23) Includes 1,750,000 shares subject to vested options.

~~Amount indicated includes~~ (i4) Includes 2,~~770~~000,000 shares owned ~~of record~~ by Mr. ~~Marshall’s wife, (ii) 13,920,141 shares owned directly by Mr~~Dodd. Marshall, and (iii) 52,868 shares held by Mr. and Mrs. Marshall as joint tenants. Does not include 1,250,000 shares subject to purchase under options that had not vested and would not vest within 60 days of December 31, 2010, which are held in the names of Mr. Marshall and his wife, Dr. Jill Marshall.

(35) Includes 9,773,334 shares owned by Mr. Esposito and 2,750,000 shares subject to vested options.

~~Amount indicated includes~~ (i6) Includes 4500,~~133,844~~000 shares ~~held~~owned ~~directly~~ by ~~Mr.~~River ~~Solomon~~Marsh Capital, ~~(ii) 42~~LLC,~~000~~ ~~shares~~of ~~hold~~which byMr. ~~immediate~~Meyer ~~family~~is ~~members~~a ofmanaging ~~Mr. Solomon~~partner, and ~~(iii) 7~~250,~~426,501~~000 shares ~~held~~that byare ~~Solwin~~subject ~~Investments,~~to ~~Ltd.,~~vested ~~an entity of which Mr~~options. ~~Solomon is an officer and director.~~

(47) Includes 2,489,000 shares owned by Mr. Shannon and 3,150,000 shares subject to vested options.

~~Does~~(8) Includes ~~not include 500~~1,000,000 shares ~~subject~~owned toby ~~purchase~~Mr. ~~under options that had not vested as of the date of this prospectus and that would not vest within 60 days thereof~~Theodore..

(59) Includes 500,000 shares owned by Mr. Dinges.

~~Includes options to purchase 2,000,000 shares of Common Stock~~ (~~1,000,000 exercisable at $0.20 per share and 1,000,000 exercisable at $0.~~10 ~~per share~~) ~~that~~Based ~~vested~~on ata ~~the~~total ~~time~~ of ~~grant~~415, ~~and 2~~191,~~984,000~~788 shares ~~owned~~outstanding ofand ~~record. Amount indicated does not include 1~~7,~~500~~900,000 ~~shares~~vested ~~subject to purchase under~~ options ~~that had not vested~~ as of ~~the~~February ~~date of December 31~~8, ~~2010 and that would not vest within 60 days thereof~~2018.

~~(6) Based on a total of 259,262,171 shares outstanding at December~~ 31~~, 2010. This amount also includes currently exercisable options for the purchase of 2,000,000 shares.~~

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

WeOn ~~owe~~July ~~accrued~~6, ~~and~~2016, ~~unpaid~~we ~~compensation~~issued promissory notes to Mr. Edwin Marshall, our former Chairman and ~~CEO~~Chief Executive Officer, Dr. We ~~also~~Jill ~~owe~~Marshall, ~~accrued~~Mr. ~~and~~Marshall’s ~~unpaid~~wife ~~compensation~~and toour former ~~officers~~Director of Operations, ~~including~~and Dr. Michael Shannon, our President and a member of our Board of Directors. The principal amounts of the promissory notes issued to Mr. Marshall~~’s wife~~, Dr. ~~Jill~~ Marshall and Dr. ~~See~~ ~~“Executive~~Shannon ~~Compensation~~were $1,”065,189; on$444,583 ~~page~~and 24$111,109, respectively. We ~~have~~The ~~not~~promissory ~~entered~~notes ~~into~~were ~~any~~issued ~~other~~in ~~transactions~~settlement ~~with~~of ~~related~~our ~~persons~~liability ~~during~~to ~~the~~Mr. ~~last~~Marshall, ~~two~~Dr. ~~completed~~Marshall ~~fiscal~~and ~~years~~Dr. ~~that~~Shannon ~~resulted~~for inaccrued ~~indebtedness~~and orunpaid ~~otherwise~~compensation ~~involved~~owed for periods prior to December 31, 2009. Payment of the amounts owning under these notes is due according to their terms upon the earlier to occur of (a) a change in ~~excess~~control of the ~~lesser~~Company of(as ~~$120~~defined in the notes),~~000~~ (b) the executive’s death or ~~one~~(c) ~~percent~~the executive’s disability as (defined in the notes or in the respective executive’s written employment agreement). In addition, in the case of the ~~average~~notes payable to Mr. Marshall and Dr. Marshall, payment of ~~our~~the ~~total~~notes ~~assets~~is attriggered ~~year~~by ~~end~~the ~~for~~Company’s failure to pay the ~~last~~executive’s ~~two~~base ~~completed~~salary ~~fiscal~~in ~~years.~~accordance with the terms and conditions of the executive’s employment agreement because of disability.

~~Any~~In ~~future~~February ~~transactions~~2017, ~~between~~we usentered into Separation and ~~our~~Termination ~~officers~~Agreements with Mr. and Dr. Marshall. Under the terms of these agreements, ~~directors~~we and the Marshalls agreed to the modification of the terms of the promissory notes we previously issued to them with respect to earned and unpaid compensation. As modified, the notes require monthly principal ~~stockholders~~payments orto ~~affiliates~~Mr. ~~will~~Marshall beof on$14,000 ~~terms~~and noto ~~less~~Dr. ~~favorable~~Marshall of $6,900. The notes were not to usbear ~~than~~interest, ~~could~~except bein ~~obtained~~the ~~from~~event anof ~~unaffiliated~~a ~~third~~default. ~~party~~We made the first payments under the notes, but have been in default under both notes since April 2017 and ~~will~~owe beprincipal ~~approved~~payments byfor approximately nine months totaling $122,500 to Mr. Marshall and to Dr. Marshall totaling $58,600. As a ~~majority~~result, interest in now accruing on the unpaid obligations of ~~disinterested~~these ~~directors~~notes at an annual rate of 5%.

~~Our~~During ~~administrative~~the ~~and~~year ~~executive~~ended ~~office~~December ~~functions~~31, ~~are~~2017, ~~performed~~Mr. ~~from~~Esposito, ~~space~~a ~~provided~~Director atand, ~~the~~for ~~home~~part of ~~our~~the year, the Chief Executive Officer of the Company, ~~Edwin~~participated Gin private placements undertaken by the Company in which he purchased 6,333,334 shares of our Common Stock at a fixed price of $0.06 ~~Marshall~~per share. We These doofferings ~~not~~were ~~pay~~made ~~rent~~at ~~for~~a discount to the ~~small~~market ~~amount~~price of ~~space~~the ~~required~~Common ~~for~~Stock ~~these~~on ~~services~~the same terms offered to non-affiliated investors and the participation of Mr. Esposito in these offerings was approved by the disinterested members of the Board of Directors.

Except as disclosed herein, we have not entered into any other transactions with related persons during the last two completed fiscal years that resulted in indebtedness or otherwise involved amounts in excess of the lesser of $120,000 or one percent of the average of our total assets as of year-end for the last two years.

Transactions between us and our officers, directors, principal stockholders or affiliates are subject to approval by the Audit Committee or by a majority of disinterested directors.

Director Independence

WeOur ~~have~~Common ~~one~~Stock ~~independent~~is ~~director~~currently asquoted ~~defined~~on bythe OTC Markets, which does not impose standards relating to director independence or the ~~rules~~makeup of ~~any~~committees ~~securities~~with ~~exchange~~independent directors, or ~~inter-dealer~~provide ~~quotation~~definitions ~~system~~of independence. ~~Our~~ ~~Common~~In ~~Stock~~accordance iswith ~~currently~~the ~~traded~~rules onof the ~~OTC~~Securities ~~Bulletin~~and ~~Board~~Exchange Commission, ~~which~~we ~~does~~determine ~~not~~the ~~impose~~independence ~~standards~~of ~~relating~~our todirectors ~~director~~by ~~independence~~reference orto the ~~makeup~~rules of ~~committees~~NASDAQ. In accordance with such rules, we have three independent directors, Mr. David Esposito, Mr. Vincent Caponi and Mr. Stephen Meyer. There were no transactions, relationships or ~~provide~~arrangements ~~definitions~~not disclosed under the caption “Transactions with Related Persons” that were considered by the Board of Directors under the applicable independence definitions in determining that Messrs. Esposito, Caponi and Meyer are independent.

~~Our~~DESCRIPTION OF ~~Board~~SECURITIES ofTO ~~Directors~~BE has determined during the year ended December 31, 2010 that Daniel Hoyt, a director, was “independent” in accordance with standards for independence set forth in the Sarbanes-Oxley Act of 2002 (“SOX”). There were no transactions, relationships or arrangements not disclosed pursuant to Item 404(a) that were considered by the Board of Directors under the applicable independence definitions in determining that Mr. Hoyt is independent.REGISTERED

DESCRIPTION OF SECURITIES

General

The following summary includes a description of material provisions of the Company’s capital stock.

Authorized and Outstanding Securities

The Company is authorized to issue ~~395~~500,000,000 shares of Common Stock $0.001 par value per share, and 50,000,000 shares of Preferred Stock par value $0.00001 per share. As of December 31, ~~2010~~2017, ~~there~~408,317,402 shares of Common Stock were issued and outstanding: .

·32

~~259,262,171~~Table ~~shares~~ of ~~Common Stock, and~~Contents

7,750,000 shares issuable pursuant to options for the purchase of Common Stock.

Common Stock

Holders of the Common Stock are entitled to receive ratably, from funds legally available for the payment thereof, dividends when and as declared by resolution of the Board of Directors, subject to any preferential dividend rights which may be granted to holders of any Preferred Stock authorized and issued by the Board of Directors. No dividends have ever been declared by the Board of Directors on the Common Stock. Holders of the Common Stock do not have cumulative voting rights and are entitled to one vote per share on all matters to be voted upon by stockholders with the result that if the holders of more than 50 percent of the shares of Common Stock voted they could elect all of the directors. The Common Stock is not entitled to preemptive rights and is not subject to redemption, including sinking fund provisions, or conversion. Upon the liquidation, dissolution or winding up of the Company, the assets, if any, legally available for distribution to stockholders, are distributable ratably among the holders of the Common Stock after payment of all classes or series of our Preferred Stock. All outstanding shares of the Common Stock are validly issued, fully-paid and nonassessable. The rights, preferences and privileges of holders of the Common Stock are subject to the preferential rights of all classes or series of Preferred Stock currently outstanding or issued in the future.

Preferred Stock

The Board of Directors has the authority, without further action by the stockholders, to issue from time to time, the Preferred Stock in one or more series and to fix the number of shares, designations, preferences, powers, and relative, participating, optional or other special rights and the qualifications or restrictions thereof. The preferences, powers, rights and restrictions of different series of Preferred Stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. The issuance of Preferred Stock could decrease the amount of any future earnings and assets available for distribution to holders of the Common Stock or affect adversely the rights and powers, including voting rights, of the holders of Common Stock. Additionally, the issuance of Preferred Stock with voting and/or conversion rights may adversely affect the voting power of the holders of the Common Stock, including the loss of voting control to others. There are presently no shares of Preferred Stock issued and outstanding.

26SELLING STOCKHOLDERS

~~Preferred~~This ~~Stock~~prospectus ~~with~~covers ~~voting~~the ~~and/~~resale by the selling stockholders or ~~conversion~~their ~~rights~~respective permitted transferees of 14,059,041 shares of our Common Stock which may ~~adversely~~be ~~affect~~issued by us to the ~~voting~~selling ~~power~~stockholders under the Purchase Agreement and an additional 4,087,193 shares of our Common Stock that were issued to each selling stockholder as Commitment Shares under the ~~holders~~Purchase Agreement. The selling stockholders are “underwriters” within the meaning of the Securities Act in connection with their resale of our Common Stock pursuant to this prospectus. The selling stockholders have not had any position or office, ~~including~~or ~~the~~other ~~loss~~material relationship with us or any of ~~voting~~our ~~control~~affiliates toover ~~others~~the past three years. ~~There~~The ~~are~~following ~~presently~~table nosets forth certain information regarding the beneficial ownership of shares of ~~Preferred~~Common Stock ~~issued~~by the selling stockholders as of February 8, 2018 and ~~outstanding~~the number of shares of our Common Stock being offered pursuant to this prospectus.

SELLING STOCKHOLDER

Name of selling stockholder	Shares beneficially owned as of the date of this prospectus (1)(2)		Number of shares being offered		Number of shares to be beneficially owned and percentage of beneficial ownership after the offering (1)(3)
Name of selling stockholder			Number of shares being offered		Number of shares		Percentage of class (4)
L2 Capital LLC ⁽⁵⁾		9,970,361		11,116,714		5,883,168		1.42	%
SBI Investments, LLC 2014-I ⁽⁶⁾		9,970,361		11,116,714		5,883,168		1.42	%

~~Committed Equity Line Financing Facility with Mammoth Corporation~~_______________

On November 17, 2010, we entered into a Common Stock Purchase Agreement, which we refer to in this prospectus as the Stock Purchase Agreement, with Mammoth Corporation (“Mammoth”) providing for a financing arrangement that is sometimes referred to as a committed equity line financing facility (“Equity Line”). The Stock Purchase Agreement provides that, upon the terms and subject to the conditions in the Stock Purchase Agreement, Mammoth is committed to purchase up to $10,000,000 of shares of our Common Stock over the 24-month term of the Stock Purchase Agreement under certain specified conditions and limitations. Furthermore, in no event may Mammoth purchase any shares of our Common Stock which, when aggregated with all other shares of our Common Stock then beneficially owned by Mammoth, would result in the beneficial ownership by Mammoth of more than 4.9 percent of the then outstanding shares of our Common Stock. These maximum share and beneficial ownership limitations may not be waived by the parties.

	(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to shares of Common Stock. Shares of Common Stock subject to options, warrants or other convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding for computing the percentage of the person holding such options, warrants or other convertible securities but are not counted as outstanding for computing the percentage of any other person.

	(2)	For each selling stockholder, this number represents (i) the 4,087,193 shares of our Common Stock we issued to such selling stockholder under the Purchase Agreement as Commitment Shares, (ii) the 3,050,000 shares of our Common Stock issuable upon the conversion of the Notes we issued to each selling stockholder on January 31, 2018 pursuant to the Securities Purchase Agreements described on page 2 of this prospectus between us and each selling stockholder, and (iii) the 2,833,168 shares of our Common Stock issuable upon the exercise of the Warrants we issued to the selling stockholders on January 31, 2018 pursuant to the Securities Purchase Agreements. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the Put Shares that the selling stockholders may be required to purchase under the Purchase Agreement because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of the selling stockholders’ control, including the registration statement of which this prospectus is a part becoming and remaining effective. Furthermore, the maximum dollar value of each put of Common Stock to the selling stockholders under the Purchase Agreement is subject to certain agreed upon threshold limitations set forth therein. Also, under the terms of the Purchase Agreement, we may not issue shares of our Common Stock to the selling stockholders to the extent that the selling stockholders would, at any time, beneficially own more than 9.99% of our outstanding Common Stock as determined in accordance with SEC rules.

~~From~~(3) ~~time~~The toamount ~~time over the term of the Stock Purchase Agreement,~~ and inpercentage ~~our sole discretion, we may present Mammoth with Draw Down Notices requiring Mammoth to purchase a specified dollar amount~~ of shares of our Common Stock atthat awill ~~purchase~~be ~~price~~beneficially ~~based~~owned onby the ~~price~~selling ~~per~~stockholders ~~share~~after ~~over~~completion ~~five~~of ~~consecutive trading days (~~the ~~“Draw~~offering ~~Down~~assume ~~Pricing~~that ~~Period”),~~they ~~with~~will ~~the~~sell ~~total~~all ~~dollar~~shares ~~amount~~ of ~~each Draw Down subject to certain agreed-upon limitations described elsewhere in this prospectus, based on the market price of~~ our Common Stock atbeing ~~the~~offered ~~time~~pursuant ~~of the Draw Down (which may not be waived or modified). We are allowed~~ to ~~present~~this Mammoth with Draw Down Notices during the term of the Stock Purchase Agreement up to the maximum offering of $10,000,000, with only one such Draw Down Notice allowed per Draw Down Pricing Period and a minimum of fifteen trading days required between each Draw Down Noticeprospectus.

~~Once~~(4) ~~presented~~Based ~~with~~on ~~a Draw Down Notice~~415,425,215 ~~Mammoth is required to purchase the~~ shares. ~~The~~of ~~per~~our ~~share~~Common ~~purchase~~Stock ~~price~~issued ~~for~~and ~~these~~outstanding ~~shares~~as ~~equals 75 percent~~ of ~~the~~February ~~lowest~~8, ~~closing~~2018. ~~bid~~All ~~price~~shares of ~~the~~our ~~Company’s~~ Common Stock ~~(as~~being ~~reported~~offered bypursuant ~~the~~to ~~Market~~this orprospectus ~~quotation~~by ~~service on which~~ the ~~Company’s~~selling ~~shares~~stockholders ~~trade)~~are ~~during~~counted ~~the~~as ~~Draw~~outstanding ~~Down~~for ~~Pricing~~computing ~~Period. The obligations of Mammoth under~~ the ~~Stock~~percentage ~~Purchase~~beneficial ~~Agreement~~ownership ~~to purchase shares~~ of ~~our~~such ~~common~~selling ~~stock may not be transferred to any other party~~stockholders.

Mammoth has agreed that during the term of the Stock Purchase Agreement, neither Mammoth nor any of its affiliates will, directly or indirectly, engage in any short sales involving our securities or grant any option to purchase, or acquire any right to dispose of or otherwise dispose for value of, any shares of our Common Stock or any securities convertible into or exercisable or exchangeable for any shares of our Common Stock, provided that Mammoth will not be prohibited from engaging in certain transactions relating to any of the shares of our Common Stock that it owns or that it is obligated to purchase under a pending Draw Down Notice.

	(5)	Adam Long and Edward Liceaga possess shared voting and investment power over shares owned by L2.

	(6)	Jonathan Juchno and Peter Wisniewski possesses sole voting and investment power over shares owned by SBI.

The Stock Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. Before Mammoth is obligated to purchase any shares of our Common Stock pursuant to a Draw Down Notice, certain conditions specified in the Stock Purchase Agreement, none of which are in Mammoth’s control, must be satisfied, including the following:33

•Table of Contents

Each of our representations and warranties in the Stock Purchase Agreement must be true and correct in all material respects.

•

We must have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required to be performed, satisfied or complied with by us.

•

The registration statement of which this prospectus forms a part must be effective under the Securities Act.

•

We must not have knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the registration statement of which this prospectus forms a part or the prohibition or suspension of the use of this prospectus.

•

Trading in securities generally as reported on the principal market for our shares shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported on the principal market unless the general suspension or limitation shall have been terminated prior to the delivery of such Draw Down Notice.

•

No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against Mammoth or the Company or any subsidiary, or any of the officers, directors or affiliates of the Company or

any subsidiary seeking to restrain, prevent or change the transactions contemplated by the Stock Purchase Agreement, or seeking damages in connection with such transactions.

•

No material adverse effect and no consolidation event (as defined in the Stock Purchase Agreement) where the successor entity has not agreed to perform the Company’s obligations shall have occurred.

There is no guarantee that we will be able to meet the foregoing conditions or any of the other conditions in the Stock Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Equity Line with Mammoth.

The Stock Purchase Agreement may be terminated at any time by the mutual written consent of the parties. Unless earlier terminated, the Stock Purchase Agreement will terminate automatically on the 24-month anniversary of the effective date of the registration statement of which this prospectus forms a part (which term may not be extended by the parties). We may terminate the Stock Purchase Agreement on one trading day’s prior written notice to Mammoth, subject to certain conditions. Mammoth may terminate the Stock Purchase Agreement effective upon one trading day’s prior written notice to us if Mammoth has cancelled more than three Draw Downs for failure by the Company or its transfer agent to make timely delivery of the Draw Down Shares.

The Stock Purchase Agreement provides that no termination of the Stock Purchase Agreement will limit, alter, modify, change or otherwise affect any of the parties’ rights or obligations with respect to any pending Draw Down Notice, and that the parties must fully perform their respective obligations with respect to any such pending Draw Down Notice under the Stock Purchase Agreement, provided all of the conditions to the settlement thereof are timely satisfied. The Stock Purchase Agreement also provides for indemnification of Mammoth and its affiliates in the event that Mammoth incurs losses, liabilities, obligations, claims, contingencies, damages, costs and expenses related to a breach by us of any of our representations and warranties under the Stock Purchase Agreement or the other related transaction documents or any action instituted against Mammoth or its affiliates due to the transactions contemplated by the Stock Purchase Agreement or other transaction documents, subject to certain limitations.

We agreed to pay up to $5,000 of reasonable attorneys’ fees and expenses (exclusive of disbursements and out-of-pocket expenses) incurred by Mammoth in connection with the preparation, negotiation, execution and delivery of the Stock Purchase Agreement and related transaction documentation. Further, if we issue a Draw Down Notice and fail to deliver the shares to Mammoth on the applicable settlement date, and such failure continues for 10 trading days, we agreed to pay Mammoth, in addition to all other remedies available to Mammoth under the Stock Purchase Agreement, an amount in cash equal to $100 for each $5,000 of the Draw Down Amount for the first ten (10) days such delivery is late, and $350 for each $5,000 of the Draw Down Amount for each trading day beyond 10 trading days that such delivery is late.

In connection with the Stock Purchase Agreement, on November 17, 2010, we also entered into a registration rights agreement with Mammoth, which we refer to in this prospectus as the Registration Rights Agreement, pursuant to which we granted to Mammoth certain registration rights related to the shares issuable under the Stock Purchase Agreement. Pursuant to the Registration Rights Agreement, we have filed with the SEC a registration statement, of which this prospectus is a part, relating to the Selling Stockholder’s resale of any shares of Common Stock purchased by it under the Stock Purchase Agreement. The effectiveness of this registration statement is a condition precedent to our ability to sell Common Stock to Mammoth under the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement and the Registration Rights Agreement, copies of which have been filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities under the Stock Purchase Agreement to Mammoth, pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, Mammoth is an “accredited investor” and has access to information about us and its investment.

There are substantial risks to investors as a result of the issuance of shares of our Common Stock under the Stock Purchase Agreement. These risks include dilution of stockholders, significant decline in our stock price and our ability to draw sufficient funds under the Stock Purchase Agreement when needed.

Mammoth will periodically purchase shares of our Common Stock under the Stock Purchase Agreement and will in turn, sell such shares to investors in the market at the prevailing market price. This may cause our stock price to decline, which will require us to issue increasing numbers of shares to Mammoth to raise the same amount of funds, as our stock price declines.

Mammoth and any participating broker-dealers are “underwriters” within the meaning of the Securities Act. All expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay

any underwriting fees, discounts, commission or other expenses incurred by the Selling Stockholder in connection with the sale of such shares.

Neither the Selling Stockholder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.

The following table sets forth the name of the Selling Stockholder, the number of shares of Common Stock beneficially owned by the Selling Stockholder as of the date hereof and the number of shares of Common Stock being offered by the Selling Stockholder. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Stockholder may offer all or part of the shares for resale from time to time. However, the Selling Stockholder is under no obligation to sell all or any portion of such shares nor is the Selling Stockholder obligated to sell any shares immediately upon effectiveness of the registration statement of which this prospectus is a part. All information with respect to share ownership has been furnished by the Selling Stockholder. The “Number of Shares Beneficially Owned After the Offering” column assumes the sale of all shares offered hereunder.

Name of Selling Stockholder	Shares of Common Stock Owned by Selling Stock-holder Prior to Offering	Shares of Common Stock Issued or Issuable to Selling Stockholder In Connection with Offering	Percentage of Common Stock Issued or Issuable to Selling Stockholder In Connection with the Offering (1)	Number of Shares of Common Stock Registered Hereunder (2)	Number of Shares of Common Stock Owned After Offering	Percentage of Common Stock Beneficially Owned After the Offering
Mammoth Corporation	0	66,666,667(3)	100%	66,666,667	0 (4)	0% (4)

_____________

(1)

Mammoth is prohibited by the terms of the Stock Purchase Agreement from purchasing shares of Common Stock under the Stock Purchase Agreement to the extent that such purchase of shares would result in Mammoth beneficially owning more than 4.9 percent of the then outstanding shares of our Common Stock following such purchase. Prior to our putting shares to Mammoth in connection with the Stock Purchase Agreement, to the best of our knowledge Mammoth held no shares of our Common Stock. The percentages set forth are not determinative of Mammoth’s beneficial ownership of our Common Stock pursuant to Rule 13d-3 or any other provision under the Exchange Act.

(2)

The registration statement of which this prospectus is a part covers up to 66,666,667 shares of Common Stock issuable under the Stock Purchase Agreement. Because the specific circumstances of the issuances under the Stock Purchase Agreement are unascertainable at this time, the precise total number of shares of our Common Stock offered by the Selling Stockholder under this registration statement cannot be fixed at this time, but cannot exceed 66,666,667 unless we file additional registration statements registering the resale of the additional shares of Common Stock. The amount set forth represents the number of shares of our Common Stock that would be issuable, and hence offered in part hereby, assuming a put of the full $10,000,000 under the Equity Line under the Stock Purchase Agreement as of December 31, 2010. The actual number of shares of our Common Stock offered hereby may differ according to the actual number of shares issued to Mammoth pursuant to the Stock Purchase Agreement.

(3)

Includes 66,666,667 shares of Common Stock issuable upon a hypothetical put of the full $10,000,000 available under the Stock Purchase Agreement as of December 31, 2010. This registration statement registers only up to 66,666,667 shares of Common Stock issuable under the Stock Purchase Agreement. Accordingly, we could not issue shares of Common Stock in excess of 66,666,667 unless we filed additional registration statements registering the resale of the additional shares of Common Stock. For more information, please see the Risk Factors section, specifically the risk factors on pages 8 to 10 of this prospectus.

(4)

Assumes a hypothetical Draw Down of the full $10,000,000 available under the Stock Purchase Agreement as of December 31, 2010, and the sale by Mammoth of all shares of Common Stock put to it in connection with that hypothetical Draw Down. There is no assurance that Mammoth will sell any or all of the shares of Common Stock offered hereby. However, Mammoth is contractually prohibited from holding shares, and we are contractually prohibited from putting shares to Mammoth that would cause Mammoth to hold shares, in excess of 4.9 percent of the then-issued and shares of our Common Stock. The number of shares of Common

Stock and the percentage indicated in the table may change based on Mammoth’s decision to sell or hold the shares.

PLAN OF DISTRIBUTION

~~This~~The ~~prospectus~~selling ~~relates~~stockholders or their respective permitted transferees may, from time to ~~the~~time, ~~resale~~sell any or all of upshares toof 66our Common Stock covered hereby on the OTCQB Marketplace operated by the OTC Markets Group,~~666~~ Inc.,~~667~~ or any other stock exchange, market or trading facility on which the shares ~~issued~~are traded or in private transactions. The selling stockholders may sell all or a portion of the shares being offered pursuant to ~~the~~this ~~Stock~~prospectus ~~Purchase~~at ~~Agreement~~fixed ~~held~~prices, byat prevailing market prices at the ~~Selling~~time ~~Stockholder~~of sale, at varying prices or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

~~The~~· ~~Selling~~ordinary ~~Stockholder~~brokerage ~~and~~transactions ~~any of its pledges, donees, assignees~~ and ~~other~~transactions ~~successors-~~in~~-interest~~ ~~may, from time to time, sell any or all of their shares of our Common Stock on any stock exchange, market or trading facility on~~ which the ~~shares~~broker-dealer ~~are~~solicits ~~traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling shares:~~purchasers;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

~~ordinary~~· ~~brokerage~~purchases ~~transactions~~by ~~and~~a ~~transactions~~broker-dealer inas ~~which~~principal and resale by the broker-dealer ~~solicits~~for ~~purchasers~~its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

~~block~~· ~~trades~~privately innegotiated ~~which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction~~transactions;

· in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

~~purchases~~· bythrough athe ~~broker-dealer~~writing asor ~~principal~~settlement ~~and~~of ~~resale~~options byor ~~the~~other ~~broker-dealer~~hedging ~~for~~transactions, ~~its~~whether ~~account~~through an options exchange or otherwise;

· a combination of any such methods of sale; or

an· ~~exchange~~any ~~distribution~~other inmethod ~~accordance~~permitted ~~with~~pursuant ~~the~~to ~~rules of the~~ applicable ~~exchange;~~law.

·The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

~~privately~~Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, ~~transactions;~~provided such amounts are in compliance with FINRA Rule 2121. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Common Stock will be paid by the selling stockholders and/or the purchasers.

·Each of the selling stockholders is an underwriter within the meaning of the Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because the Investors are underwriters within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act.

~~broker-dealers~~On ~~may~~January ~~agree~~31, ~~with~~2018, L2 and SBI entered into a Trading Agreement (the ~~Selling~~“Trading ~~Stockholder~~Agreement”), as amended and restated on February 11, 2018, pursuant to ~~sell~~which each of L2 and SBI agreed, as parties to the Trading Agreement, to establish a ~~specified~~plan ~~number~~for the orderly trading of ~~such~~the shares atof Common Stock acquired from us under the Purchase Agreement and the Securities Purchase Agreements. Among other things, the plan to be established under the Trading Agreement will require that (i) the shares of Common Stock acquired under the Purchase Agreement and the Securities Purchase Agreements be held by a ~~stipulated~~designated ~~price~~brokerage ~~per~~firm ~~share~~for the account of L2 and SBI pursuant to an account agreement, (ii) the parties will direct such broker to execute trades of such shares, from time to time, one order in each instance (each, an “Order”); (iii) upon the execution of any Order, any and all proceeds resulting from the same shall be distributed 50% to L2 and 50% to SBI. Pursuant to the Trading Agreement, all broker, legal or other administrative expenses incurred in connection with activities contemplated by the Trading Agreement will be shared equally by L2 and SBI. The selling stockholders have advised us that they will use an unaffiliated broker-dealer to effectuate all resales of our Common Stock. To our knowledge, the selling stockholders have not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of Common Stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares.

·Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

~~through the writing of options on the shares;~~34

·Table of Contents

Although the selling stockholders have agreed not to enter into any “short sales” of our Common Stock, sales after delivery of a ~~combination~~put notice of ~~any~~a number of shares reasonably expected to be purchased under a put notice shall not be deemed a “short sale.” Accordingly, the selling stockholders may enter into arrangements they deem appropriate with respect to sales of shares of our Common Stock after they receives a put notice under the Purchase Agreement so long as such ~~methods~~sales or arrangements do not involve more than the number of ~~sale;~~put ~~and~~shares reasonably expected to be purchased by them under such put notice.

·Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. There can be no assurance that the selling stockholders will sell any ~~other~~or ~~method~~all ~~permitted~~of the shares of Common Stock registered pursuant to ~~applicable~~the ~~law~~registration statement, of which this prospectus forms a part.

~~The~~We ~~Selling~~have ~~Stockholder~~agreed orto ~~its~~indemnify ~~pledges, donees, transferees or other successors in interest, may also sell~~ the ~~shares~~selling ~~directly~~stockholders ~~to market makers acting as principals~~ and~~/or~~ ~~broker-dealers acting as agents for themselves or~~ their ~~customers.~~controlling ~~Such~~persons ~~broker-dealers~~against ~~may~~certain ~~receive compensation in the form of discounts~~liabilities, ~~concessions~~including orliabilities ~~commissions~~under ~~from~~ the ~~Selling~~Securities Stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissionsAct. We ~~Market~~estimate ~~makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible~~ that the ~~Selling~~expenses ~~Stockholder will attempt to sell shares~~ of ~~Common~~the ~~Stock~~offering ~~in block transactions~~ to ~~market makers or other purchasers at a price per share which may~~ be ~~below~~borne ~~the~~by ~~then~~us ~~market price. The Selling Stockholder cannot assure that all or any of the shares offered in this prospectus~~ will be ~~issued~~approximately to$50, ~~or sold by, the Selling Stockholder~~609. We Inwill ~~addition,~~not ~~the~~receive ~~Selling Stockholder and~~ any ~~brokers,~~proceeds ~~dealers~~from ~~or agents, upon effecting~~ the ~~sale~~resale of any of the shares ~~offered~~of inour ~~this~~Common ~~prospectus~~Stock ~~are~~by ~~“underwriters” as that term is defined under~~ the ~~Securities~~selling ~~Act~~stockholders. We ~~or the Exchange Act~~would, ~~or the rules and regulations under such acts. In such event~~however, ~~any~~receive ~~commissions~~proceeds ~~received~~from ~~by such broker-dealers or agents and any profit on~~ the ~~resale~~sale of ~~the~~our ~~shares~~Common ~~purchased~~Stock ~~by them may be deemed~~ to bethe ~~underwriting~~selling ~~commissions~~stockholders ~~or discounts~~ under the ~~Securities~~Purchase ~~Act~~Agreement.

~~Discounts,~~At ~~concessions,~~any ~~commissions~~time ~~and~~a ~~similar~~particular offer of the shares of our Common Stock is made by the selling ~~expenses~~stockholders, a revised prospectus or prospectus supplement, if ~~any~~required, ~~attributable~~will tobe ~~the~~distributed. ~~sale~~Such ofprospectus ~~shares~~supplement or post-effective amendment will be ~~borne~~filed bywith the ~~Selling~~SEC ~~Stockholder.~~to ~~The~~reflect ~~Selling~~the ~~Stockholder~~disclosure ~~may~~of ~~agree~~any required additional information with respect to ~~indemnify~~the ~~any~~distribution ~~agent,~~of ~~dealer~~the orshares ~~broker-dealer~~of ~~that~~Common ~~participates~~Stock. inWe ~~transactions~~may ~~involving~~suspend ~~sales~~the sale of shares by the ~~shares~~selling ifstockholders ~~liabilities~~pursuant ~~are~~to ~~imposed~~this onprospectus ~~that~~for ~~person~~certain ~~under~~periods of time for certain reasons, including if the ~~Securities~~prospectus ~~Act~~is required to be supplemented or amended to include additional material information.

The Selling Stockholder may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance of its secured obligations, the pledgee or secured parties may offer and sell the shares of Common Stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or any other applicable provision of the Securities Act amending the list of Selling Stockholder to include the pledgee, transferee or other successors in interest as a Selling Stockholder under this prospectus.

The Selling Stockholder also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of Common Stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholder to include the pledgee, transferee or other successors in interest as a Selling Stockholder under this prospectus.

As noted above, Mammoth is an “underwriter” within the meaning of the Securities Act in connection with the sale of our Common Stock under this prospectus. We will pay all expenses incident to the registration, offering and sale of the shares of our Common Stock to the public hereunder other than commissions, fees and discounts of underwriters, brokers, dealers and agents. If any of these other expenses exists, we expect Mammoth to pay these expenses.

The Selling Stockholder acquired the securities offered hereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its shares of Common Stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of Common Stock by the Selling Stockholder. We will file a supplement to this prospectus if the Selling Stockholder enters into a material arrangement with a broker-dealer for sale of Common Stock being registered. If the Selling Stockholder uses this prospectus for any sale of the shares of Common Stock, it will be subject to the prospectus delivery requirements of the Securities Act.

Pursuant to a requirement by the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act.

The anti-manipulation rules of Regulation M under the Exchange Act, may apply to sales of our Common Stock and activities of the Selling Stockholder. The Selling Stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale.

We have agreed to indemnify Mammoth and its controlling persons against certain liabilities, including liabilities under the Securities Act. We estimate that the expenses of the offering to be borne by us will be approximately $45,000. We will not receive any proceeds from the resale of any of the shares of our Common Stock by Mammoth. We would, however, receive proceeds from the sale of our Common Stock under the Stock Purchase Agreement.

EXPERTS

The audited consolidated financial statements of Medizone International, Inc., as of December 31, ~~2009~~2016 and December 31, 2015 were audited by HJTanner ~~Associates & Consultants~~LLC, ~~LLP,~~ an independent registered public accounting firm, to the extent set forth in its report and are included herein in reliance upon the authority of this firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of our Common Stock offered hereby will be passed upon for us by Durham Jones & Pinegar, P.C., Salt Lake City, Utah.

~~INDEMNIFICATION OF DIRECTORS AND OFFICERS~~35

~~The~~Table ~~Nevada Revised Statutes provide that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result~~ of any act or failure to act in his capacity as a director or officer unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The Articles of Incorporation or an amendment thereto may, however, provide for greater individual liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in violation of Chapter 78 of the Nevada Revised Statutes.Contents

~~This~~INTEREST ~~provision~~OF isNAMED ~~intended~~EXPERTS toAND afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our Company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct meets the requirements of Nevada law to impose such liability. The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our company or any stockholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.COUNSEL

~~The~~No ~~Nevada~~expert ~~Revised~~named ~~Statutes~~in ~~also~~the ~~provide~~registration ~~that~~statement ~~under~~of ~~certain~~which ~~circumstances,~~this prospectus forms a ~~corporation~~part ~~may~~as ~~indemnify~~having ~~any~~prepared ~~person~~or ~~for~~certified ~~amounts~~any ~~incurred~~part inthereof ~~connection~~(or ~~with~~is anamed ~~pending,~~as ~~threatened~~having prepared or ~~completed~~certified ~~action,~~a ~~suit~~report or ~~proceeding~~valuation for use in ~~which~~connection hewith ~~is,~~such registration statement) or iscounsel ~~threatened~~named toin bethis ~~made,~~prospectus aas ~~party~~having bygiven ~~reason~~an opinion upon the validity of ~~his~~the securities being aoffered ~~director,~~pursuant ~~officer,~~to ~~employee~~this prospectus or ~~agent~~upon ofother ~~the~~legal ~~corporation~~matters orin ~~serving~~connection atwith the ~~request~~registration ofor ~~the~~offering ~~corporation~~such assecurities awas ~~director,~~employed ~~officer,~~for ~~employee~~such orpurpose ~~agent~~on ofa ~~another~~contingency ~~corporation,~~basis. ~~partnership,~~Also ~~joint~~at ~~venture,~~the ~~trust~~time orof ~~other~~such ~~enterprise~~preparation, ifcertification ~~such~~or ~~person~~opinion ~~(a) is~~or ~~not~~at ~~liable~~any ~~for~~time athereafter, ~~breach~~through ofthe ~~fiduciary~~date ~~duty~~of ~~involving~~effectiveness ~~intentional~~of ~~misconduct,~~such ~~fraud~~registration statement or athat ~~knowing~~part ~~violation~~ of ~~law~~such orregistration statement to which such ~~greater~~preparation, ~~standard~~certification ~~imposed~~or byopinion ~~the~~relates, ~~corporation’s~~no ~~articles~~such ofperson ~~incorporation;~~had, or ~~(b) acted~~is to receive, in ~~good~~connection ~~faith~~with ~~and~~the inoffering, a ~~manner~~substantial ~~which~~interest, hedirect ~~reasonably~~or ~~believed~~indirect, toin beour incompany or ~~not~~any ~~opposed~~of toits ~~the~~parents ~~best~~or ~~interests~~subsidiaries. ofNor ~~the~~was ~~corporation,~~any ~~and,~~such person connected with ~~respect~~our tocompany or any ~~criminal~~of ~~action~~its parents or ~~proceeding~~subsidiaries as a promoter, ~~had~~managing noor ~~reasonable~~principal ~~cause~~underwriter, tovoting ~~believe~~trustee, ~~his~~director, ~~conduct~~officer ~~was~~or ~~unlawful~~employee.

~~Additionally,~~WHERE aYOU ~~corporation~~CAN ~~may~~FIND ~~indemnify~~MORE a director, officer, employee or agent with respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, if such person (a) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’s articles of incorporation; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, however, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court to be liable to the corporation or for amounts INFORMATION

31We file annual, quarterly and current reports and other information with the SEC. Such filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

~~paid~~We inhave ~~settlement~~filed towith the ~~corporation,~~SEC ~~unless~~a ~~the~~registration ~~court~~statement ~~determines~~on ~~that~~Form ~~the~~S-1 ~~person~~under isthe ~~fairly~~Securities ~~and~~Act ~~reasonably~~with ~~entitled~~respect to ~~indemnity~~the ~~for~~securities ~~such~~offered ~~expenses~~under asthis ~~the court deems proper~~prospectus. To ~~the~~This ~~extent that a director~~prospectus, ~~officer,~~which ~~employee~~forms ~~or agent of~~ a ~~corporation~~part ~~has been successful on the merits or otherwise in defense~~ of ~~any~~that ~~action~~registration statement, ~~suit~~does ornot ~~proceeding~~contain ~~referred~~all toinformation ~~above,~~included or in ~~defense of any claim, issue or matter therein,~~ the ~~corporation~~registration ~~shall~~statement. ~~indemnify~~Certain ~~him~~information ~~against~~is ~~expenses,~~omitted ~~including attorneys’ fees, actually~~ and ~~reasonably~~you ~~incurred~~should byrefer ~~him~~to inthe ~~connection~~registration ~~with~~statement ~~the~~and ~~defense~~its exhibits.

~~Our~~You ~~bylaws~~may ~~provide,~~review ~~among other things, that~~ a ~~director,~~copy ~~officer, employee or agent~~ of the ~~Company~~registration ~~will be indemnified against all expense~~statement, ~~liability,~~ and ~~loss~~the ~~(including~~reports ~~attorneys’ fees, judgments, fines, taxes, penalties~~ and ~~amounts~~other ~~paid~~information orthat towe befile ~~paid in settlement) reasonably incurred or suffered in connection~~ with ~~any~~the ~~threatened~~SEC, ~~pending,~~at orthe ~~completed~~SEC’s ~~action~~public ~~suit,~~reference orroom ~~proceeding,~~at ~~whether~~100 ~~civil,~~F ~~criminal~~Street, ~~administrative~~N.E. Washington, orD.C. ~~investigative~~20549 ~~provided~~on ~~that~~official hebusiness ordays ~~she~~during ~~either~~the ishours ~~not~~of ~~liable~~10 ~~pursuant~~a.m. to ~~Nevada~~3 ~~Revised Statutes 78~~p.~~138~~m. ~~(relating~~You tomay ~~liability~~obtain ofinformation ~~directors~~on ~~and~~the ~~officers~~operation toof the ~~corporation~~public inreference ~~certain~~room ~~instances)~~by orcalling ~~acted~~the inSEC ~~good~~at ~~faith~~1-800-SEC-0330. ~~and~~You inmay aalso ~~manner~~read ~~reasonably~~and ~~believed~~copy toany bematerials inwe orfile ~~not~~with ~~opposed to~~ the ~~best~~SEC ~~interests~~at of the ~~corporation~~SEC’s ~~and,~~public inreference ~~the~~room. ~~case~~Our offilings aand ~~criminal~~the ~~proceeding,~~registration ~~had~~statement nocan ~~reasonable~~also ~~cause~~be toreviewed ~~believe~~by ~~that~~accessing ~~his~~the orSEC’s ~~her~~website ~~conduct~~at ~~was unlawful~~http://www.sec.gov.

~~Insofar~~Statements ascontained ~~indemnification~~in ~~for~~this ~~liabilities~~prospectus ~~arising~~as ~~under~~to the ~~Securities~~contents ~~Act~~of ~~may~~any becontract ~~permitted~~or toother ~~directors,~~document ~~officers,~~that orwe ~~persons~~have ~~controlling~~filed ~~the~~as ~~Company~~an ~~pursuant~~exhibit to the ~~foregoing~~registration ~~provisions,~~statement ~~the~~are ~~Company~~qualified ~~has~~in ~~been~~their ~~informed~~entirety ~~that~~by inreference ~~the~~to ~~opinion of~~ the ~~SEC~~exhibits ~~such~~for ~~indemnification~~a iscomplete ~~against~~statement ~~public~~of ~~policy~~their asterms ~~expressed in the Securities Act~~ and ~~is therefore unenforceable~~conditions.

~~AVAILABLE~~The ~~INFORMATION~~representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

WeDISCLOSURE ~~have~~OF ~~filed~~COMMISSION ~~with~~POSITION the SEC a registration statement on Form S-1 under the Securities Act with respect to the Common Stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our Common Stock and our Company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov. ON

32INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Pursuant to our articles of incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by the corporation laws of the State of Nevada, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

Table of Contents

MEDIZONE INTERNATIONAL, INC.

Consolidated Financial Statements

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Medizone International, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Other Comprehensive Loss	F-4
Consolidated Statements of Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-176
Notes to the Consolidated Financial Statements	F-197
Interim Consolidated Financial Statements of Medizone International, Inc. (Unaudited)
Consolidated Balance Sheets (As of September 30, 2010 and December 31, 2009)	F-36
Consolidated Balance Sheets (As of September 30, 2017 and December 31, 2016)	F-18
Consolidated Statements of Operations (Three and Nine Months ended September 30, 2010 and 2009)	F-37
Consolidated Statements of Other Comprehensive Loss (Three and Nine Months ended September 30, 2017 and 2016)	F-19
Consolidated Statements of Other Comprehensive Loss (Three and Nine Months ended September 30, 2010 and 2009)	F-38
Consolidated Statements of Cash Flow (Nine Months ended September 30, 2017 and 2016)	F-20
Consolidated Statements of Cash Flow (Nine Months ended September 30, 2010 and 2009)	F-39
Notes to the Consolidated Financial Statements	F-21
Notes to the Consolidated Financial Statements	F-41

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Medizone International, Inc. ~~and Subsidiaries~~

(AWe ~~Development~~have ~~Stage~~audited the consolidated balance sheets of Medizone International, Inc. and affiliate (collectively, the Company) as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Stinson~~We ~~Beach~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, ~~California~~nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~have~~our ~~audited~~opinion, the consolidated ~~balance~~financial ~~sheets~~statements ofreferred ~~Medizone~~to ~~International~~above present fairly, ~~Inc.~~in ~~and~~all ~~Subsidiaries~~material (arespects, ~~development~~the ~~stage~~consolidated ~~company)~~financial position of the Company as of December 31, ~~2009~~2016 and ~~2008~~2015, and the ~~related~~ consolidated ~~statements~~results of its operations and ~~other~~its ~~comprehensive loss, stockholders’ equity (deficit), and~~ cash flows for each of the ~~two~~ years in the two-year period ended December 31, ~~2009~~2016 ~~and~~in ~~from~~conformity ~~inception~~with ~~on January 31, 1986 through December 31, 2009~~U. ~~These consolidated financial statements are the responsibility of the Company’s management~~S. ~~Our~~ ~~responsibility~~generally isaccepted toaccounting ~~express an opinion on these consolidated financial statements based on our audits~~principles.

WeThe ~~conducted~~accompanying ~~our~~consolidated ~~audits~~financial instatements ~~accordance~~have ~~with~~been ~~the~~prepared ~~standards~~assuming of the ~~Public~~ Company ~~Accounting~~will ~~Oversight~~continue ~~Board~~as ~~(United~~a ~~States)~~going concern. ~~Those~~As ~~standards~~discussed ~~require~~in ~~that~~Note we13 ~~plan~~to ~~and~~the ~~perform~~consolidated financial statements, the ~~audit~~Company tohas ~~obtain~~incurred ~~reasonable~~recurring ~~assurance~~losses ~~about~~which ~~whether~~have ~~the~~resulted ~~consolidated~~in ~~financial~~a ~~statements~~significant ~~are~~accumulated ~~free~~deficit ofand ~~material~~deficit ~~misstatement~~in stockholders’ equity. An ~~audit~~Additionally, ~~also~~the ~~includes~~Company ~~examining,~~has onminimal acash ~~test~~and ~~basis,~~negative ~~evidence~~working ~~supporting~~capital ~~the~~as ~~amounts~~of ~~and~~December ~~disclosures~~31, in2016. ~~the~~These ~~consolidated~~matters, ~~financial~~among ~~statements. An~~others, ~~audit~~raise ~~also~~substantial ~~includes~~doubt ~~assessing~~about the ~~accounting~~Company’s ~~principles~~ability ~~used~~to ~~and~~continue ~~significant~~as ~~estimates~~a ~~made~~going byconcern. Management’s ~~management,~~plans asin ~~well~~regard asto ~~evaluating~~these ~~the~~matters ~~overall~~are ~~financial~~described ~~statement~~in ~~presentation~~Note 13. We The ~~believe~~consolidated ~~that~~financial ~~our~~statements ~~audits~~do ~~provide~~not ainclude ~~reasonable~~any ~~basis~~adjustments ~~for~~that ~~our~~might ~~opinion~~result from the outcome of this uncertainty.

InTanner our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Medizone International, Inc. and Subsidiaries (a development stage company) as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2009 and from inception on January 31, 1986 through December 31, 2009, in conformity with U.S. generally accepted accounting principles.LLC

WeMarch ~~were not engaged to examine management’s assessment of the effectiveness of Medizone International~~22, ~~Inc.’s internal control over financial reporting as of December 31, 2009 included in the accompanying Form 10-K and, accordingly, we do not express an opinion thereon.~~2017

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 11 to the consolidated financial statements, the Company has incurred significant recurring losses which have resulted in an accumulated deficit and a deficit in stockholders’ equity. This raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 11. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP

Salt Lake City, Utah

March 12, 2010

F-2

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
				December 31,
				2009		2008
CURRENT ASSETS
	Cash		$	359,891	$	12,272
	Prepaid expenses			6,786		-
	Deferred consulting fees (Note 6)			21,211		72,000
		Total Current Assets		387,888		84,272
PROPERTY AND EQUIPMENT (Net) (Notes 1 and 2)				3,041		3,597
OTHER ASSETS
	Trademark and patents, net (Notes 1 and 3)			19,440		-
	Lease deposit			1,122		-
		Total Other Assets		20,562		-
		TOTAL ASSETS	$	411,491	$	87,869
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$	699,026	$	758,378
	Due to stockholders (Note 8)			7,000		7,000
	Accrued expenses (Note 4)			2,470,904		2,432,474
	Notes payable (Note 9)			283,211		280,491
		Total Current Liabilities		3,460,141		3,478,343
CONTINGENT LIABILITIES (Note 5)				224,852		224,852
		Total Liabilities		3,684,993		3,703,195
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock, 50,000,000 shares authorized of $0.00001
	par value, no shares issued or outstanding			-		-
	Common stock, 395,000,000 shares authorized of $0.001
	par value, 241,701,432 and 199,926,128 shares issued
	and outstanding, respectively			241,701		199,926
	Additional paid-in capital			18,533,363		16,754,988
	Other comprehensive loss			(3,611)		-
	Deficit accumulated during the development stage			(22,044,955)		(20,570,240)
		Total Stockholders' Equity (Deficit)		(3,273,502)		(3,615,326)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		EQUITY (DEFICIT)	$	411,491	$	87,869

Table of Contents

MEDIZONE INTERNATIONAL, INC. AND AFFILIATE

Consolidated Balance Sheets

ASSETS
	December 31,
	2016			2015
Current assets:
Cash	$	398,290		$	745,078
Inventory		109,573			277,823
Prepaid expenses		81,666			31,986
Total current assets		589,529			1,054,887
Property and equipment, net		-			415
Other assets:
Trademark and patents, net		151,444			176,086
Lease deposit		4,272			4,272
Total other assets		155,716			180,358
Total assets	$	745,245		$	1,235,660

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	459,654		$	491,044
Accounts payable – related parties		-			233,109
Accrued expenses		592,621			554,834
Accrued expenses – related parties		538,887			1,928,659
Other payables		224,852			224,852
Notes payable		297,332			297,396
Notes payable – related parties		1,617,881			-
Warrant liability		985,163			-
Total current liabilities		4,716,390			3,729,894
Notes payable, net of current portion		75,000			75,000
Total liabilities		4,791,390			3,804,894
Commitments and contingencies (Notes 5, 10 and 13)

Stockholders’ deficit:
Preferred stock, $0.00001 par value: 50,000,000 authorized; no shares outstanding		-			-
Common stock, $0.001 par value: 395,000,000 authorized; 393,934,068 and 369,434,068 shares issued and outstanding, respectively		393,934			369,434
Additional paid-in capital		33,680,146			32,496,646
Accumulated other comprehensive loss		(48,043	)		(36,968	)
Accumulated deficit		(38,072,182	)		(35,398,346	)
Total stockholders’ deficit		(4,046,145	)		(2,569,234	)
Total liabilities and stockholders’ deficit	$	745,245		$	1,235,660

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

F-3

MEDIZONE INTERNATIONAL, INC., AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations and Other Comprehensive Loss
					From Inception
					on January 31,
			For the Years Ended		1986 Through
			December 31,		December 31,
			2009	2008	2009
REVENUES			$ -	$ -	$ 133,349
EXPENSES
	Cost of revenues		-	-	103,790
	General and administrative		769,130	550,289	16,610,667
	Research and development		510,668	43,333	3,239,789
	Expense on extension of warrants (Note 7)		105,393	86,572	2,092,315
	Bad debt expense		-	-	48,947
	Depreciation and amortization		2,227	468	50,691
		Total Expenses	1,387,418	680,662	22,146,199
		Loss from Operations	(1,387,418)	(680,662)	(22,012,850)
OTHER INCOME (EXPENSES)
	Non-controlling interest in loss		-	-	26,091
	Other income		-	-	19,780
	Gains on sales of subsidiaries (Note 1)		-	-	208,417
	Debt forgiveness (Note 10)		61,514	-	61,514
	Loss on termination of license agreement (Notes 1 and 6)		(125,000)	-	(125,000)
	Interest expense		(23,811)	(26,880)	(1,117,645)
		Total Other Income (Expenses)	(87,297)	(26,880)	(926,843)
LOSS BEFORE EXTRAORDINARY ITEMS			(1,474,715)	(707,542)	(22,939,693)
EXTRAORDINARY ITEMS
	Lawsuit settlement		-	-	415,000
	Debt forgiveness		-	-	479,738
		Total Extraordinary Items	-	-	894,738
NET LOSS			(1,474,715)	(707,542)	(22,044,955)
OTHER COMPREHENSIVE LOSS
	Loss on foreign currency translation		(3,611)	-	(3,611)
TOTAL COMPREHENSIVE LOSS			$ (1,478,326)	$ (707,542)	$ (22,048,566)
BASIC LOSS PER SHARE			$ (0.01)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			221,713,284	180,484,971

Table of Contents

MEDIZONE INTERNATIONAL, INC. AND AFFILIATE

Consolidated Statements of Comprehensive Loss

	For the Years Ended December 31,
	2016			2015
Revenues	$	237,000		$	197,000
Operating expenses:
Cost of revenues		203,460			114,811
General and administrative		2,068,391			1,737,175
Research and development		501,734			299,649
Depreciation and amortization		56,311			53,442
Total operating expenses		2,829,896			2,205,077
Loss from operations		(2,592,896	)		(2,008,077	)
Loss on warrant liability		(47,212	)		-
Interest expense		(33,850	)		(27,872	)
Interest income		122			27
Net loss		(2,673,836	)		(2,035,922	)
Other comprehensive loss:
Gain (loss) on foreign currency translation		(11,075	)		21,130
Total comprehensive loss	$	(2,684,911	)	$	(2,014,792	)
Basic and diluted net loss per common share	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding		375,118,494			355,464,753

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

F-4

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company) Consolidated Statements of Stockholders' Equity (Deficit)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, January 31, 1986 (inception)	-	$ -	$ -	$ -	$ -	$ -
Initial capitalization of Medizone
Nevada at $0.03 per share (Note 6)	5,500,000	5,500	-	150,128	-	-
Common shares issued in acquisition
of Medizone - Delaware (Notes 1 and 6)	37,500,000	37,500	-	(37,500)	-	-
Common stock issued for services
rendered in July 1986 at $0.10
per share (Note 6)	50,000	50	-	4,950	-	-
Common stock issued in conversion
of warrants during 1986 at $0.10
per share (Note 6)	7,814,600	7,815	-	773,645	-	-
Stock issuance costs	-	-	-	(105,312)	-	-
Net loss for the year ended
December 31, 1986	-	-	-	-	-	(796,068)
Balance, December 31, 1986	50,864,600	50,865	-	785,911	-	(796,068)
Common stock issued upon exercise
of warrants in January 1987 at $0.10
per share (Note 6)	2,600	2	-	257	-	-
Common stock issued for patent in
March 1987 at $0.69 per share	1,000,000	1,000	-	692,750	-	-
Common stock issued for cash in
June 1987 at an average price of
$0.16 per share	950,000	950	-	149,050	-	-
Common stock issued for services
in June and July 1987 at an
average price of $0.12 per share (Note 6)	203,167	203	-	24,314	-	-
Common stock issued through
exercise of options in August 1987
at $1.75 per share (Note 6)	250,000	250	-	437,250	-	-
Net loss for the year ended
December 31, 1987	-	-	-	-	-	(2,749,400)
Balance, December 31, 1987	53,270,367	$ 53,270	$ -	$ 2,089,532	$ -	$ (3,545,468)

Table of Contents

MEDIZONE INTERNATIONAL, INC. AND AFFILIATE

Consolidated Statements of Stockholders’ Deficit

							Accumulated
	Common Stock				Additional Paid-in		Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Deficit

Balance, December 31, 2014		346,034,068	$	346,034	$	30,052,656	$	(58,098	)	$	(33,362,424	)	$	(3,021,832	)

Common stock issued for cash ranging from $0.05 to $0.10 per share		23,400,000		23,400		1,652,600		-			-			1,676,000

Stock-based compensation		-		-		791,390		-			-			791,390

Gain on foreign currency translation		-		-		-		21,130			-			21,130

Net loss		-		-		-		-			(2,035,922	)		(2,035,922	)

Balance, December 31, 2015		369,434,068		369,434		32,496,646		(36,968	)		(35,398,346	)		(2,569,234	)

Common stock issued for services at $0.096 per share		500,000		500		47,500		-			-			48,000

Common stock issued for cash ranging from $0.04 to $0.05 per share		24,000,000		24,000		1,136,000		-			-			1,160,000

Loss on foreign currency translation		-		-		-		(11,075	)		-			(11,075	)

Net loss		-		-		-		-			(2,673,836	)		(2,673,836	)

Balance, December 31, 2016		393,934,068	$	393,934	$	33,680,146	$	(48,043	)	$	(38,072,182	)	$	(4,046,145	)

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

F-5

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1987	53,270,367	$ 53,270	$ -	$ 2,089,532	$ -	$ (3,545,468)
Common stock issued through exercise
of options in January 1988 at $0.50 per share (Note 6)	200,000	200	-	99,800	-	-
Common stock issued for cash in
September 1988 at $0.08 per share (Note 6)	1,000,000	1,000	-	79,000	-	-
Common stock issued for services
at an average price of $0.23
per share (Note 6)	35,000	35	-	7,965	-	-
Additional capital contributed	-	-	-	174,126	-	-
Net loss for the year ended
December 31, 1988	-	-	-	-	-	(714,347)
Balance, December 31, 1988	54,505,367	54,505	-	2,450,423	-	(4,259,815)
Common stock issued for services
at an average price of $0.18 per
Share (Note 6)	261,889	262	-	46,363	-	-
Common stock issued for cash at
an average price of $0.05 per share (Note 6)	5,790,000	5,790	-	285,710	-	-
Common stock issued for services
and in lieu of outstanding debt at
an average price of $0.12 per share	4,749,532	4,750	-	578,978	-	-
Common stock issued upon exercise of options at $0.16 per share	375,000	375	-	59,125	-	-
Net loss for the year ended
December 31, 1989	-	-	-	-	-	(862,051)
Balance, December 31, 1989	65,681,788	$ 65,682	$ -	$ 3,420,599	$ -	$ (5,121,866)

Table of Contents

MEDIZONE INTERNATIONAL, INC. AND AFFILIATE

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(2,673,836	)	$	(2,035,922	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		56,311			53,442
Stock-based compensation		48,000			791,390
Fair value of warrants issued for services		937,951			-
Change in warrant liability		47,212			-
Changes in operating assets and liabilities:
Inventory		168,250			(12,589	)
Prepaid expenses		17,075			95,127
Customer deposits		-			(30,000	)
Accounts payable and accounts payable – related parties		(36,389	)		20,898
Accrued expenses and accrued expenses – related parties		37,787			38,400
Net cash used in operating activities		(1,397,639	)		(1,079,254	)

Cash flows from investing activities:
Expenditures for trademark and patents		(31,255	)		(21,041	)
Net cash used in investing activities		(31,255	)		(21,041	)

Cash flows from financing activities:
Principal payments on notes payable		(66,819	)		(67,253	)
Issuance of notes payable		-			75,000
Issuance of common stock for cash		1,160,000			1,676,000
Net cash provided by financing activities		1,093,181			1,683,747
Effects of foreign currency exchanges rates on cash		(11,075	)		21,130
Net (decrease) increase in cash		(346,788	)		604,582
Cash as of beginning of the year		745,078			140,496
Cash as of end of the year	$	398,290		$	745,078

Supplemental cash flow information:
Cash paid for interest	$	12,956		$	1,126
Supplemental disclosure of non-cash financing activities:
Financing of insurance premiums	$	66,755		$	66,408
Settlement of accounts payable and accrued expenses with notes payable – related party	$	1,617,881		$	-

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

F-6

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1989	65,681,788	$ 65,682	$ -	$ 3,420,599	$ -	$ (5,121,866)
Common stock issued for services
at $0.10 per share	880,000	880	-	87,120	-	-
Common stock issued for cash at an average price of $0.04 per share	4,250,000	4,250	-	175,250	-	-
Common stock issued for services
and in lieu of outstanding debt at
an average price of $0.06 per share	2,422,727	2,423	-	137,577	-	-
Additional capital contributed	-	-	-	100,000	-	-
Net loss for the year ended
December 31, 1990	-	-	-	-	-	(606,309)
Balance, December 31, 1990	73,234,515	73,235	-	3,920,546	-	(5,728,175)
Common stock issued for cash at an average price of $0.07 per share	4,366,667	4,366	-	305,634	-	-
Common stock issued for services
at an average price of $0.17 per share	425,000	425	-	72,075	-	-
Common stock issued through
exercise of options at an average
price of $0.45 per share	450,000	450	-	204,050	-	-
Additional capital contributed	-	-	-	5,000	-	-
Net loss for the year ended
December 31, 1991	-	-	-	-	-	(1,220,152)
Balance, December 31, 1991	78,476,182	$ 78,476	$ -	$ 4,507,305	$ -	$ (6,948,327)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The consolidated financial statements presented are those of Medizone International, Inc. (Medizone) and the Canadian Foundation for Global Health (CFGH), a not-for-profit foundation based in Ottawa, Canada, considered to be a variable interest entity (VIE) as described below. Collectively, they are referred to herein as the “Company”. The Company is in the business of designing, manufacturing and selling a patented system using ozone in the disinfection of surgical and other medical treatment facilities and in other applications.

In late 2008, the Company assisted in the formation of CFGH, a not-for-profit foundation. 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 its technology to as many in need as possible.

U.S. generally accepted accounting principles (US GAAP) require a 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 VIE’s expected residual returns as a result of holding variable interests (ownership, contractual, or other financial interests) in the VIE. In addition, a legal entity is 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 the financial results of the VIE with it. Accordingly, the financial position and results of operations of CFGH are consolidated with Medizone as of and for the years ended December 31, 2016 and 2015.

b. Business Activities

The Company’s objective is to pursue an initiative in the field of hospital disinfection. The Company has developed an ozone-based technology, specifically for the purpose of decontaminating and disinfecting hospital surgical suites, emergency rooms, and intensive care units.

c. 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 years as follows:

	For the Years Ended December 31,
	2016				2015

Numerator (net loss)		$	(2,673,836	)		$	(2,035,922	)

Denominator (weighted average number of common shares outstanding)			375,118,494				355,464,753

Basic and diluted net loss per common share		$	(0.01	)		$	(0.01	)

Common stock equivalents, consisting of 20,715,000 options and warrants to purchase up to $1,000,000 of common stock with the number of shares determined based on a 20-day average stock price prior to the date of exercise, have not been included in the calculation, as their effect is antidilutive for the years presented.

d. Property and Equipment

Property and equipment are recorded at cost. Any major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale of property and equipment. Depreciation is computed using the straight-line method over periods of three years for computers and software, and five years for office equipment and furniture.

F-7

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1991	78,476,182	$ 78,476	$ -	$ 4,507,305	$ -	$ (6,948,327)
Common stock issued for services at $0.20 per share	151,500	152	-	30,148	-	-
Common stock issued in lieu of
debt at $0.15 per share	250,000	250	-	37,250	-	-
Common stock issued for cash at
an average price of $0.16 per share	2,702,335	2,702	-	427,648	-	-
Common stock issued through
exercise of options at $0.50
per share	250,000	250	-	124,750	-	-
Additional capital contributed	-	-	-	81,100	-	-
Net loss for the year ended
December 31, 1992	-	-	-	-	-	(649,941)
Balance, December 31, 1992	81,830,017	81,830	-	5,208,201	-	(7,598,268)
Common stock issued for services at an average price of $0.10 per share	5,347,219	5,347	-	542,859	-	-
Common stock issued for cash at
an average price of $0.18 per share	1,471,666	1,472	-	269,528	-	-
Common shares subscribed for
at $0.10 per share	-	-	2,619	259,296	-	-
Net loss for the year ended
December 31, 1993	-	-	-	-	-	(1,598,342)
Balance, December 31, 1993	88,648,902	$ 88,649	$ 2,619	$ 6,279,884	$ -	$ (9,196,610)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

e. Provision for Income Taxes

The Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax expense together with assessing temporary differences resulting from differing treatment of items for income tax and financial reporting purposes. These temporary differences result in deferred income tax assets and liabilities, the net amount of which is included in the Company’s consolidated balance sheets. When appropriate, the Company records a valuation allowance to reduce its deferred income tax assets to the amount that the Company believes is more likely than not to be realized. Key assumptions used in estimating a valuation allowance include potential future taxable income, projected income tax rates, expiration dates of net operating loss (NOL) and tax credit carry forwards, and ongoing prudent and feasible tax planning strategies.

As of December 31, 2016, the Company had NOL carryforwards of approximately $12,451,000 that may be offset against future taxable income, if any, and expire through 2035. If substantial changes in the Company’s ownership should occur, there would also be an annual limitation of the amount of the NOL carryforwards available for use. No tax benefit has been reported in the consolidated financial statements as, in the opinion of management, it is more likely than not that all of the deferred income tax assets will not be realized and the NOL carryforwards will expire unused. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. If the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of the net recorded amount, an adjustment to reduce the valuation allowance would increase net income or decrease net loss in the period such determination was made.

Interest and penalties associated with any underpayment of income taxes would be classified as income tax provision in the statements of comprehensive loss. The Company has elected to present revenues net of any tax collected.

Deferred income tax assets as of December 31, 2016 and 2015 comprised the following:

	2016			2015

Net operating loss carryforwards	$	4,959,900		$	4,408,800
Related-party accruals		1,564,700			1,165,900
Valuation allowance		(6,524,600	)		(5,574,700	)
	$	-		$	-

The income tax benefit differs from the amount determined by applying the U.S. federal income tax rate to pretax loss for the years ended December 31, 2016 and 2015 due to the following:

	2016			2015

Income tax benefit based on U.S. statutory rate of 34%	$	(909,100	)	$	(692,200	)
Stock issued for expenses		-			269,100
Other		(40,800	)		94,000
Change in valuation allowance		949,900			329,100
	$	-		$	-

The Company had no uncertain income tax positions as of December 31, 2016, and 2015.

The Company files income tax returns in the U.S. federal and California jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations for years before 2013.

f. Principles of Consolidation

The consolidated financial statements include the accounts of Medizone and the accounts of CFGH, a VIE. All material intercompany accounts and transactions have been eliminated.

F-8

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1993	88,648,902	$ 88,649	$ 2,619	$ 6,279,884	$ -	$ (9,196,610)
Common stock issued for services at $0.10 per share	1,431,590	1,431	-	141,727	-	-
Common shares subscribed for at
$0.10 per share	-	-	9,552	945,682	-	-
Common shares subscribed for as cancellations of indebtedness
at $0.10 per share	-	-	417	41,234	-	-
Common shares subscribed for as cancellation of indebtedness
at $0.18 per share	-	-	11,250	2,022,379	-	-
Issuance of subscribed stock	10,384,900	10,385	(10,385)	-	-	-
Issuance of shares in recognition
of disparity in purchase price in
Offering	1,125,834	1,126	-	(1,126)	-	-
Prior period adjustment	-	-	-	-	-	219,422
Net loss for the year ended
December 31, 1994	-	-	-	-	-	(1,126,315)
Balance, December 31, 1994	101,591,226	$ 101,591	$ 13,453	$ 9,429,780	$ -	$ (10,103,503)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g. Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities as of the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

h. Advertising

The Company expenses the costs of advertising as incurred. The Company did not incur any advertising expense for the years ended December 31, 2016 and 2015.

i. Stock Options

The Company records compensation expense in connection with the granting of stock options and their vesting periods based on their fair values. The Company estimates the fair values of stock option awards issued to employees, consultants and others by 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.

j. Common Stock Warrant Liability

The Company accounts for the common stock warrants as liabilities. The fair value of the common stock warrant liability is determined at each reporting period-end, with the changes in fair value recognized as gain (loss) on change in fair value of warranty liability. The fair value of the warrants to purchase common stock is estimated using the Black-Scholes valuation model. The significant assumptions used in estimating the fair value of warrant liabilities include the exercise price, volatility of the stock underlying the warrant, risk-free interest rate, estimated fair value of the stock underlying the warrant and the estimated life of the warrant.

k. Trademark and Patents

Trademark and patents are recorded at cost. Amortization is computed using the straight-line method over a period of seven years. The Company evaluates the recoverability of intangibles and reviews the amortization period on a continual basis. Several factors are used to evaluate intangibles, including management’s plans for future operations, recent operating results, and projected, undiscounted net cash flows.

l. Revenue Recognition Policy

The Company recognizes revenue when it ships its products, title and risk of loss passes to customers, payment from the customer is reasonably assured and the price is fixed or determinable. The Company records customer deposits received in advance of shipping products as a liability.

m. Inventory

The Company’s inventory consists of its AsepticSure® product and is valued on a specific identification basis. The Company generally purchases its inventory as a finished product from unrelated manufacturing companies. The Company determined that there was no obsolete or excess inventory as of December 31, 2016, and 2015.

n. Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable, accrued expenses, notes payable and warrant liability. The carrying amounts of cash, accounts payable, and accrued expenses approximate their fair values because of the short-term nature of these instruments. The carrying amounts of the notes payable approximate fair values as the individual borrowings bear interest at rates that approximate market interest rates for similar debt instruments. The fair value of the warrant liability represents its estimated fair value using the Black-Scholes option pricing model.

F-9

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1994	101,591,226	$ 101,591	$13,453	$ 9,429,780	$ -	$ (10,103,503)
Redeemable common shares
converted to Common Stock	200,000	200	-	39,800	-	-
Common stock issued for services at $0.10 per share	2,050,000	2,050	-	202,950	-	-
Issuance of subscribed stock	17,524,860	17,524	(17,524)	-	-	-
Cancellation of common shares	(1,242,727)	(1,242)	-	(70,563)	-	-
Common shares subscribed for at $0.10 per share	-	-	9,118	902,707	-	-
Prior period adjustment	-	-	-	-	-	71,806
Additional capital contributed	-	-	-	50,000	-	-
Net loss for the year ended
December 31, 1995	-	-	-	-	-	(1,081,027)
Balance, December 31, 1995	120,123,359	120,123	5,047	10,554,674	-	(11,112,724)
Common stock issued for cash
at $0.10 per share	100,000	100	-	9,900	-	-
Common stock issued for services at $0.10 per share	1,415,875	1,416	-	140,171	-	-
Issuance of subscribed stock	8,412,379	8,413	(8,413)	-	-	-
Common shares subscribed for
at $0.11 per share	-	-	6,456	718,991	-	-
Net loss for the year ended
December 31, 1996	-	-	-	-	-	(1,329,395)
Balance, December 31, 1996	130,051,613	$ 130,052	$ 3,090	$ 11,423,736	$ -	$ (12,442,119)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

n. Fair Value of Financial Instruments (continued)

The Company measures certain financial liabilities (warrant liability) at fair value on a recurring basis. The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving significant unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows:

	·	Level 1 measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

	·	Level 2 measurements are inputs other than quoted prices included in Level 1 that are observable either directly or indirectly.

	·	Level 3 measurements are unobservable inputs.

o. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under US GAAP. The core principle of ASU No. 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU No. 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing US GAAP. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods therein. The Company is assessing the impact, if any, of implementing this guidance on the Company’s 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. ASU No. 2014-15 sets forth management’s responsibility to evaluate, each reporting period, whether there is substantial doubt about the entity’s ability to continue as a going concern, and if so, to provide related footnote disclosures. ASU 2014-15 is effective for annual reporting periods ending after December 15, 2016. The implementation of this guidance had no impact on the presentation of the Company’s financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), simplifying the presentation of deferred income taxes on the balance sheet by requiring companies to classify all deferred taxes as either a non-current asset or a non-current liability. ASU No. 2015-17 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within annual periods ending after December 15, 2016. The Company is assessing the impact, if any, of implementing this guidance on the Company’s financial statement presentation.

In February 2016, the FASB released ASU No. 2016-02, Leases (Topic 842), to bring transparency to lessee balance sheets. ASU No. 2016-02 will require organizations that lease assets (lessees) to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU No. 2016-02 will apply to both types of leases; capital (or finance) leases and operating leases. Previously, US GAAP has required only capital leases to be recognized on lessee balance sheets. ASU No. 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early application is permitted. The Company is assessing the impact of ASU No. 2016-02 will have on its future financial position, results of operations and liquidity.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU No. 2016-09 is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification in the statement of cash flows, and forfeitures. ASU No. 2016-09 is effective for fiscal years, and interim periods within those years beginning after December 15, 2016. The Company is assessing the impact of ASU No. 2016-09 on its future financial position, results of operations and liquidity.

F-10

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1996	130,051,613	$ 130,052	$ 3,090	$ 11,423,736	$ -	$ (12,442,119)
Issuance of subscribed stock	3,089,680	3,090	(3,090)	-	-	-
Common shares subscribed for
at $0.07 per share	-	-	5,714	394,287	-	-
Common stock issued for services at $0.10 per share	3,746,336	3,746	-	370,886	-	-
Net loss for the year ended
December 31, 1997	-	-	-	-	-	(775,559)
Balance, December 31, 1997	136,887,629	136,888	5,714	12,188,909	-	(13,217,678)
Common stock issued through
exercise of warrants at $0.07
per share	857,142	857	-	59,143	-	-
Common stock issued in lieu of
debt at $0.05 per share	864,747	865	-	42,372	-	-
Issuance of subscribed stock	5,714,286	5,714	(5,714)	-	-	-
Cancellation of common shares	(630,000)	(630)	-	630	-	-
Common stock issued for services at $0.05 per share	3,465,000	3,465	-	169,786	-	-
Common stock issued for services at $0.09 per share	750,000	750	-	63,785	-	-
Common stock issued in lieu of
debt at $0.09 per share	967,630	967	-	82,214	-	-
Common stock issued for services at $0.08 per share	50,000	50	-	3,700	-	-
Net loss for the year ended
December 31, 1998	-	-	-	-	-	(565,761)
Balance, December 31, 1998	148,926,434	$ 148,926	$ -	$ 12,610,539	$ -	$ (13,783,439)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

o. Recent Accounting Pronouncements (continued)

In October 2016, the FASB issued ASU No. 2016-17, Interests held Through Related Parties That are Under Common Control. ASU No. 2016-17 clarifies the consolidation process for the primary beneficiary of a Variable Interest Entity (VIE) should that related party have indirect interests under common control with the reporting entity. ASU No. 2016-17 is effective for years ending after December 31, 2016, and the Company is assessing the impact that ASU No. 2016-17 may have on its consolidated financial statements.

p. Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which cash, at times, exceeds federally insured limits. As of December 31, 2016, the Company had approximately $229,000 of cash balances that exceeded U.S. federally insured limits. To date, the Company has not experienced a material loss or lack of access to its cash; however, no assurance can be provided that access to the Company’s cash will not be impacted by adverse conditions in the financial markets.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2016 and 2015:

	2016			2015
Computers and software	$	2,938		$	2,938
Furniture		2,075			2,075
		5,013			5,013
Accumulated depreciation		(5,013	)		(4,598	)
Property and equipment, net	$	—		$	415

Depreciation expense for each of the years ended December 31, 2016 and 2015 was $415.

NOTE 3 - TRADEMARK AND PATENTS

Trademark and patents consist of the following as of December 31, 2016 and 2015:

	2016			2015
Patent costs	$	415,251		$	383,997
Trademark		770			770
		416,021			384,767
Accumulated amortization		(264,577	)		(208,681	)
Trademark and patents, net	$	151,444		$	176,086

Amortization expense for the years ended December 31, 2016 and 2015 was $55,896 and $53,027, respectively. The future amortization as of December 31, 2016, is as follows: 2017-$51,331; 2018-$38,750; 2019-$25,086; 2020-$17,543; 2021-$10,297 and thereafter-$8,437.

NOTE 4 - ACCOUNTS PAYABLE – RELATED PARTIES

As of December 31, 2016 and 2015, the Company owed $0 and $233,109 to consultants, who were also stockholders, for services. In July 2016, the Company converted $228,109 of accounts payable – related parties into notes payable – related parties (see Note 8).

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following as of December 31, 2016 and 2015:

	2016		2015
Accrued interest	$	549,909	$	529,015
Other accruals		42,712		25,819
Total	$	592,621	$	554,834

F-11

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 1998	148,926,434	$ 148,926	$ -	$ 12,610,539	$ -	$ (13,783,439)
Common stock issued for services
at $0.07 per share	25,000	25	-	1,725	-	-
Common stock issued through exercise
of warrants at $0.07 per share	936,507	937	-	64,618	-	-
Additional expense for extension of warrants below market value	-	-	-	123,389	-	-
Net loss for the year ended
December 31, 1999	-	-	-	-	-	(359,571)
Balance, December 31, 1999	149,887,941	149,888	-	12,800,271	-	(14,143,010)
Common stock issued through
exercise of warrants at $0.07 per share	3,142,857	3,143	-	216,857	-	-
Common stock issued for debt at
$0.11 per share	2,020,000	2,020	-	220,180	-	-
Common stock issued for debt at
$0.147 per share	95,000	95	-	13,905	-	-
Common stock issued for services
at $0.175 per share	350,000	350	-	60,900	-	-
Common stock issued for debt at
$0.20 per share	20,000	20	-	3,980	-	-
Common stock issued for debt at
$0.55 per share	100,000	100	-	54,900	-	-
Cancellation of Common Stock	(2,000,000)	(2,000)	-	2,000	-	-
Common stock issued for services
at $0.285 per share	300,000	300	-	85,200	-	-
Additional expense for extension of warrants below market value	-	-	-	1,743,468	-	-
Net loss for the year ended
December 31, 2000	-	-	-	-	-	(2,187,138)
Balance, December 31, 2000	153,915,798	$ 153,916	$ -	$ 15,201,661	$ -	$ (16,330,148)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 6 - ACCRUED EXPENSES – RELATED PARTIES

Accrued expenses – related parties consist of the following as of December 31, 2016 and 2015:

	2016		2015
Accrued payroll and consulting – related parties	$	422,334	$	1,812,106
Accrued payroll taxes – related parties		116,553		116,553
Total	$	538,887	$	1,928,659

In July 2016, the Company converted $1,389,772 of accrued payroll and consulting - related parties into notes payable – related parties. These parties are officers and executives of the Company (see Note 8).

NOTE 7 - NOTES PAYABLE

Notes payable consist of the following as of December 31, 2016 and 2015:

	2016			2015
Unsecured notes payable to former directors and a family member of a former director, due at various dates in 1995, 1996 and 1997, interest at 8%. The Company has the right to repay the loans with restricted stock at $0.10 per share if alternative financings do not occur. These notes payable are in default.	$	182,676		$	182,676
Unsecured notes payable to a third party in the amount of $50,000, due on September 8, 2018, interest at 12%. Accrued interest due semi-annually, January 5 and July 5 of each year. The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share.		50,000			50,000
Unsecured notes payable to 10 stockholders, due on demand, interest at 10%. The Company is obligated to accept the principal at face value plus accrued interest as partial payment for shares the lenders may purchase from the Company upon exercise of the lenders’ option to acquire shares from the Company.		60,815			60,815
Unsecured notes payable to a third party in the amount of $25,000, due on September 17, 2018, interest at 12%. Accrued interest due semi-annually, January 5 and July 5 of each year. The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share.		25,000			25,000
Unsecured notes payable to directors totaling $28,000 and a note payable to a third party in the amount of $9,000, due on April 22, 1995, interest at 8%. Each lender has the right to convert any portion of the principal and interest into common stock at a price per share equal to the price per share under a prior private placement transaction. These notes payable are in default.		37,000			37,000
Unsecured notes payable to a financing company, payable in nine monthly installments, interest ranging from 4.88% to 6.68%, mature in April, July and November 2017.		16,841			16,905
Total notes payable		372,332			372,396
Less notes payable current portion		(297,332	)		(297,396	)
Total notes payable long term, net of current portion	$	75,000		$	75,000

NOTE 8 - NOTES PAYABLE – RELATED PARTIES

In July 2016, the Company converted $228,109 of accounts payable – related parties, and $1,389,772 of accrued expenses – related parties into three promissory notes aggregating $1,617,881. The amounts converted represent accrued expenses and accrued wages prior to 2009 owed to certain officers and executives of the Company. The three notes have similar terms and specify payment terms, trigger events and a default rate of 2% per annum.

F-12

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 2000	153,915,798	$ 153,916	$ -	$ 15,201,661	$ -	$ (16,330,148)
Common stock and warrants issued for cash at $0.20 per share	500,000	500	-	99,500	-	-
Common stock and warrants issued for cash at $0.15 per share	200,000	200	-	29,800	-	-
Common stock and warrants issued for cash at $0.15 per share	166,666	167	-	24,818	-	-
Common stock and warrants issued for cash at $0.18 per share	555,555	555	-	99,441	-	-
Net loss for the year ended
December 31, 2001	-	-	-	-	-	(716,054)
Balance, December 31, 2001	155,338,019	155,338	-	15,455,220	-	(17,046,202)
Common stock and warrants issued for cash at $0.10 per share	1,000,000	1,000	-	99,000	-	-
Common stock issued for services at $0.10 per share	230,000	230	-	22,770	-	-
Common stock issued for debt
at $0.10 per share	447,368	447	-	44,290	-	-
Common stock and warrants issued for cash at $0.10 per share	250,000	250	-	24,750	-	-
Common stock issued for services at $0.10 per share	480,000	480	-	47,520	-	-
Net loss for the year ended
December 31, 2002	-	-	-	-	-	(687,273)
Balance, December 31, 2002	157,745,387	$ 157,745	$ -	$ 15,693,550	$ -	$ (17,733,475)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 9 - WARRANT LIABILITY

The Company accounts for its common stock warrants under ASC 480, Distinguishing Liabilities from Equity. Any financial instrument, other than an outstanding share, that, at inception, embodies an obligation to repurchase the issuer’s equity shares, or is indexed to such an obligation, which requires or may require the issuer to settle the obligation by transferring assets, is classified as a liability. This liability is to be fair valued at each reporting period, with the changes in fair value recognized as gain (loss) on change in fair value of warranty liability. The fair value of the warrants to purchase common stock is estimated using the Black-Scholes valuation model. The significant assumptions used in estimating the fair value of warrant liabilities include the exercise price, volatility of the stock underlying the warrant, risk-free interest rate, estimated fair value of the stock underlying the warrant and the estimated life of the warrant

In October 2016, the Company issued warrants to purchase up to $1,000,000 in common stock with the number of shares determined based on a 20-day average stock price prior to the date of exercise with the exercise prices discounted 40%. The warrants are exercisable between January 31, 2017 and January 30, 2018, at which point the outstanding warrants expire. Since the price of the warrant is yet to be determined, the Company recorded a common stock warrant liability of $937,951 on the warrant’s issuance date and, revalued it on December 31, 2016. The estimate was calculated using the following inputs:

Input	October 21, 2016				December 31, 2016
Risk-free interest rate			.66	%			85	%
Expected life in years	1 year				1 year
Dividend yield			—				—
Volatility			108.2	%			120.0	%
Stock price		$	0.08			$	0.11

As of December 31, 2016, the Company recorded an increase of $47,212 in the warrant liability which resulted from an increase in the Company’s stock price at the end of the year, for a total liability of $985,163.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Litigation

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.

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 in accounts payable, the original default judgment in the amount of $143,000, plus fees totaling $21,308, as of December 31, 2016 and 2015. The Company intends to contest the judgment if and when it is able to do so in the future.

Other Payables

As of December 31, 2016 and 2015, the Company has recorded other payables totaling $224,852 related to certain 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 paid, the amounts have been recorded as other payables until such time as the Company is certain that no liability exists.

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 June 30, 2016 through June 29, 2018 with a monthly lease payment of $3,550 Canadian dollars (“CD”) plus the applicable goods and services tax (“GST”).

F-13

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 2002	157,745,387	$ 157,745	$ -	$ 15,693,550	$ -	$ (17,733,475)
Common stock issued in lieu of notes payable at $0.05 per share	460,000	460	-	22,540	-	-
Common stock and warrants issued for cash at $0.05 per share	500,000	500	-	24,500	-	-
Common stock issued for services
at $0.05 per share	100,000	100	-	4,900	-	-
Common stock and warrants issued for cash at $0.05 per share	165,000	165	-	8,085	-	-
Common stock and warrants issued for cash at $0.05 per share	200,000	200	-	9,800	-	-
Common stock and warrants issued for services at $0.02
per share	2,000,000	2,000	-	38,000	-	-
Net loss for the year ended
December 31, 2003	-	-	-	-	-	(522,796)
Balance, December 31, 2003	161,170,387	161,170	-	15,801,375	-	(18,256,271)
Net loss for the year ended
December 31, 2004	-	-	-	-	-	(371,395)
Balance, December 31, 2004	161,170,387	161,170	-	15,801,375	-	(18,627,666)
Net loss for the year ended
December 31, 2005	-	-	-	-	-	(326,153)
Balance, December 31, 2005	161,170,387	161,170	-	15,801,375	-	(18,953,819)
Common stock warrants granted	-	-	-	2,756	-	-
Additional capital contributed	-	-	-	1,356	-	-
Net loss for the year ended
December 31, 2006	-	-	-	-	-	(356,430)
Balance, December 31, 2006	161,170,387	$ 161,170	$ -	$ 15,805,487	$ -	$ (19,310,249)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 10 - COMMITMENTS AND CONTINGENCIES (continued)

The Company has a month-to-month cancelable lease for office space located in California, with monthly payments of approximately $2,556. In February 2017, the Company gave 60-days’ notice that the lease would be terminated as of April 30, 2017.

In December 2016, the Company terminated a Distribution and License Agreement with a distributor due to lack of market development related to the Company’s product by the distributor. In connection with the termination agreement, the Company negotiated the return of five disinfection units on or before January 17, 2017 for $25,000 per unit.

NOTE 11 - EQUITY TRANSACTIONS

Unless otherwise stated, the following equity transactions were with unrelated parties and the securities issued were restricted. There were no underwriters involved.

Common Stock for Cash – 2015

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 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 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 August 2015, the Company sold an aggregate of 2,600,000 restricted shares of common stock to five accredited investors for cash proceeds totaling $130,000, or $0.05 per share.

During November 2015, the Company sold 10,000,000 restricted shares of common stock to an accredited investor for cash proceeds totaling $1,000,000, or $0.10 per share.

Common Stock for Cash or Services Provided – 2016

During the January 2016, the Company issued 500,000 restricted shares of common stock for consulting services. The value of the shares on the date of grant was $48,000, or $0.096 per share.

During September 2016, the Company sold an aggregate of 4,000,000 restricted shares of common stock to three accredited investors for cash proceeds totaling $160,000, or $0.04 per share.

During October 2016, the Company issued 20,000,000 restricted shares of common stock pursuant to the exercise of warrants for cash proceeds totaling $1,000,000, or $0.05 per share.

Recapitalization

The Company’s amended Articles of Incorporation include a class of preferred stock, par value $0.00001, with authorized shares of 50,000,000. To date, no shares of preferred stock have been issued. The rights and preferences of the authorized preferred shares will be determined by the Company’s Board of Directors.

On December 15, 2016, the Company’s stockholders approved the Board’s recommendation to increase the number of shares of common stock authorized from 395,000,000 shares to 500,000,000 shares in order to provide the Company with sufficient authorized shares to accomplish its objectives. The Company filed an amendment to modify its Articles of Incorporation with the State of Nevada on January 4, 2017, which was approved by the State on January 24, 2017.

F-14

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 2006	161,170,387	$ 161,170	$ -	$ 15,805,487	$ -	$ (19,310,249)
Common stock warrants granted	-	-	-	30,737	-	-
Net loss for the year ended
December 31, 2007	-	-	-	-	-	(552,449)
Balance, December 31, 2007	161,170,387	161,170	-	15,836,224	-	(19,862,698)
Common stock issued for cash at $0.01 per share	8,000,000	8,000	-	72,000	-	-
Common stock issued to officers,
directors and consultants in lieu of outstanding debt at
$0.02 per share	11,250,000	11,250	-	213,750	-	-
Common stock issued to a director in lieu of debt at $0.02 per share	409,075	409	-	7,772	-	-
Common stock issued to directors for stock deposits previously
received at $0.02 per share	5,463,333	5,463	-	104,637	-	-
Common stock issued for cash at $0.03 per share	3,300,000	3,300	-	95,700	-	-
Common stock issued for services and services to be rendered
at prices from $0.03 to $0.042
per share (Note 6)	7,000,000	7,000	-	225,000	-	-
Common stock issued for cash at $0.03 per share	3,333,333	3,334	-	96,666	-	-
Common stock warrants
granted (Note 7)	-	-	-	86,572	-	-
Additional capital contributed (Note 6)	-	-	-	16,667	-	-
Net loss for the year ended
December 31, 2008	-	-	-	-	-	(707,542)
Balance, December 31, 2008	199,926,128	$ 199,926	$ -	$ 16,754,988	$ -	$ (20,570,240)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 12 - 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. The options have vested as of December 31, 2015. The options have an exercise price of $0.17 per share, and are exercisable for up to five years. The Company recognized $69,300 of expense during the year ended December 31, 2015.

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 with 50,000 options vesting immediately and the other 200,000 options vesting upon the achievement of certain milestones, which were met in 2015. The Company recognized the remaining expense of $17,659 during the year ended December 31, 2015.

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 February 26, 2015 and the remaining 1,000,000 options will vest upon the successful achievement of certain milestones. Unvested options vest immediately in the event of a change in control of the Company. The options are exercisable for five years. The Company recognized $16,017 during the year ended December 31, 2015 in connection with the options that vested on February 26, 2015. 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 January 9, 2015. The options are exercisable for five years. The grant date fair value of these options was $24,023. The Company recognized expense of $800 during the year ended December 31, 2015.

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 vested during 2015. The options are exercisable for five years. The Company recognized expense of $8,342 during the year ended December 31, 2015.

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 vested October 7, 2015. The options are exercisable for five years. The grant date fair value of the options was $140,178. The Company recognized $105,133 during the year ended December 31, 2015.

On December 4, 2014, the Company granted options to four consultants for the purchase of 140,000 shares of common stock at an exercise price of $0.11 per share. The required milestones have been met and the shares are fully vested. The options are exercisable for five years. The total value of these options at the date of grant was $13,461, which the Company recognized as an expense during the year ended December 31, 2015.

In August 2015, the Company granted options for the purchase of a total of 7,150,000 shares of common stock for services rendered, as follows: 6,000,000 shares total to five directors of the Company, 650,000 shares total to four consultants, and 500,000 shares to an employee of the Company. All options vested upon grant, have an exercise price of $0.088 per share, and are exercisable for up to five years. The total value of these options at the date of grant was $541,687, which the Company recognized as an expense during the year ended December 31, 2015.

In August 2015, the Company granted options to a consultant for the purchase of a total of 250,000 shares of common stock at an exercise price of $0.085 per share. These options vested upon grant and are exercisable for up to five years. The total value of these options at the date of grant was $18,991, which the Company recognized as an expense during the year ended December 31, 2015.

The Company’s 2014 Equity Compensation Plan (the “2014 Plan”) was adopted on April 30, 2014 by the Board of Directors. The Company filed a registration statement on Form S-8 on July 17, 2014, to register 6,000,000 shares of common stock that may be issued under awards made pursuant to the 2014 Plan. As of December 31, 2016, the Company had no remaining options available for grant under the 2014 Plan and previously adopted plans.

F-15

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
						Deficit
					Other	Accumulated
				Additional	Compre-	During the
	Common Stock			Paid-in	hensive	Development
	Shares	Amount	Subscribed	Capital	Loss	Stage
Balance, December 31, 2008	199,926,128	$ 199,926	$ -	$ 16,754,988	$ -	$ (20,570,240)
Common stock issued for cash at $0.02 per share	6,000,000	6,000	-	114,000	-	-
Common stock issued for cash at $0.03 per share	21,599,999	21,600	-	626,400	-	-
Common stock issued for cash at $0.06 per share	4,459,999	4,460	-	263,140	-	-
Common stock issued for cash at $0.10 per share	1,324,400	1,324	-	131,116	-	-
Common stock issued for cash at $0.15 per share	66,667	67	-	9,933	-	-
Common stock issued for cash at $0.25 per share	340,000	340	-	84,660	-	-
Common stock issued for services and for services to be rendered at
$0.036 to $0.10 per share
(Note 6)	2,495,474	2,495	-	163,375	-	-
Common stock issued for patent legal work performed at
$0.295 per share	50,000	50	-	14,700	-	-
Common stock issued to directors in lieu of exercise of cashless
warrants (Note 6)	5,126,265	5,126	-	(5,126)	-	-
Common stock issued to a related
company in relation to the early
termination of a marketing rights
agreement and the termination of a joint venture agreement at
$0.40 per share (Notes 1 and 6)	312,500	313	-	124,687	-	-
Common stock warrants (Note 7)	-	-	-	105,393	-	-
Stock options granted to a consultant and a director for services rendered (Note 7)	-	-	-	146,097	-	-
Loss on foreign currency translation	-	-	-	-	(3,611)	-
Net loss for the year ended
December 31, 2009	-	-	-	-	-	(1,474,715)
Balance, December 31, 2009	241,701,432	$ 241,701	$ -	$ 18,533,363	$(3,611)	$ (22,044,955)

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

NOTE 12 - COMMON STOCK OPTIONS (continued)

The Company’s 2016 Equity Incentive Award Plan (the “2016 Plan”) was adopted on December 15, 2016 by the stockholders. The 2016 Plan replaces the Company’s 2008 Equity Compensation Plan (“2008 Plan”), 2009 Incentive Stock Plan (“2009 Plan”), 2012 Equity Incentive Award Plan (“2012 Plan”), and the 2014 Equity Incentive Plan (“2014 Plan” and, together with the 2008, 2009 and 2012 Plans, the “Prior Plans”). Options and awards previously granted under the Prior Plans that have not yet expired by their terms will remain outstanding until their expiration dates. The Company will no longer make any grants or awards under the Prior Plans. The 2016 Plan replaces all previous plans and reserves a total of 10,000,000 shares of common stock for awards granted under the 2016 Plan. As of December 31, 2016, no shares had been issued.

The Company estimates the fair value of each stock 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 expected 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 $0 and $791,390 was recorded for the years ended December 31, 2016 and 2015, respectively. Excluding options whose performance condition is not yet deemed probable as of December 31, 2016, the Company had various unvested outstanding options with related unrecognized expense of $104,647. The Company will recognize this expense when achievement of the required milestones become probable.

The Company estimated the fair value of the stock options for 2015 at the date of the grant, based on the following weighted average assumptions:

Risk-free interest rate	1.52	%	to		1.60	%
Expected life				5 years
Expected volatility	131.33	%	to		136.34	%
Dividend yield					0.00	%

The Company estimated the fair value of the stock options for 2016 at the date of the grant, based on the following weighted average assumptions:

Risk-free interest rate		1.85	%
Expected life	5 years
Expected volatility		130.34	%
Dividend yield		0.00	%

A summary of the status of the Company’s outstanding options as of December 31, 2016 and changes during the year then ended is presented below:

	Shares			Weighted Average Exercise Price
Outstanding, January 1, 2016		20,965,000		$	0.18
Granted		150,000			0.00
Expired/Canceled		(400,000	)		0.10
Outstanding, December 31, 2016		20,715,000			0.14
Exercisable		19,640,000			0.14

As of December 31, 2016, the aggregate intrinsic value of the outstanding vested options was $1,597,426. No shares were exercised in 2016.

F-16

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
					From Inception
					on January 31,
			For the Years Ended		1986 Through
			December 31,		December 31,
			2009	2008	2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$ (1,474,715)	$ (707,542)	$ (22,044,955)
Adjustments to reconcile net loss to net cash
used in operating activities:
	Depreciation and amortization		2,227	468	50,691
	Stock issued for services		98,982	160,000	3,390,898
	Stock issued for the early termination of a marketing
	rights agreement and a joint venture agreement		125,000	-	125,000
	Amortization of deferred consulting fees		116,177	-	116,177
	Expense for extension of warrants below market value		105,393	86,572	2,092,315
	Value of stock options granted		146,097	-	146,097
	Bad debt expense		-	-	48,947
	Non-controlling interest in loss		-	-	(26,091)
	Loss on disposal of assets		-	-	693,752
	Gain on settlement of debt and lawsuit settlement		-	-	(603,510)
Changes in assets and liabilities:
	Prepaid expenses and deposits		(1,884)	-	(50,831)
	Accounts payable		(57,857)	24,570	1,319,903
	Accrued expenses		38,430	156,687	3,118,927
		Net Cash Used by Operating Activities	(902,150)	(279,245)	(11,622,680)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Trademark and patents		(5,329)	-	(14,233)
	Purchase of property and equipment		(1,027)	(4,065)	(44,182)
		Net Cash Used by Investing Activities	(6,356)	(4,065)	(58,415)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from lawsuit settlement		-	-	415,000
	Principal payments on notes payable		(3,304)	-	(196,078)
	Cash received from notes payable		-	-	1,129,518
	Advances from stockholders		-	7,591	44,658
	Payment on stockholder advances		-	(7,676)	(24,191)
	Capital contributions		-	16,667	439,870
	Stock issuance costs		-	-	(105,312)
	Increase in non-controlling interest		-	-	14,470
	Issuance of Common Stock for cash		1,263,040	279,000	10,326,662
		Net Cash Provided by Financing Activities	1,259,736	295,582	12,044,597
EFFECT ON CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(3,611)	-	(3,611)
NET INCREASE IN CASH			347,619	12,272	359,891
CASH AT BEGINNING OF PERIOD			12,272	-	-
CASH AT END OF PERIOD			$ 359,891	$ 12,272	$ 359,891

Table of Contents

~~The~~MEDIZONE ~~accompanying~~INTERNATIONAL, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements.~~AFFILIATE

MEDIZONE INTERNATIONAL, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
				From Inception
				on January 31,
		For the Years Ended		1986 Through
		December 31,		December 31,
		2009	2008	2009
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
	Interest	$ 155	$ 3,225	$ 29,863
NON-CASH FINANCING ACTIVITIES
	Stock issued for services	$ 98,982	$ 160,000	$ 3,390,898
	Stock issued for prepaid consulting fees	$ 65,388	$ 172,500	$ 237,888
	Stock issued for conversion of debt	$ 1,500	$ 233,182	$ 4,373,912
	Stock issued for license agreement	$ -	$ -	$ 693,752
	Stock issued for patent costs	$ 14,750	$ -	$ 14,750
	Stock issued for early termination of marketing
	rights agreement and joint venture agreement	$ 125,000	$ -	$ 125,000

Notes to Consolidated Financial Statements

~~The~~December ~~accompanying~~31, ~~notes~~2016 ~~are~~and ~~an integral part of these consolidated financial statements.~~2015

NOTE 13 - GOING CONCERN

The Company’s consolidated financial statements are prepared in accordance with US GAAP which assumes an entity is a going concern and contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant recurring losses from its inception through December 31, 2016, which have resulted in an accumulated deficit of $38,072,182 as of December 31, 2016. The Company has minimal cash, has a working capital deficit of $4,126,861, and a total stockholders’ deficit of $4,046,145 as of December 31, 2016. The Company has relied almost exclusively on debt and equity financing to sustain its operations. Accordingly, there is substantial doubt about its ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional capital and ultimately, upon the Company attaining profitable operations. The Company will require substantial additional funds to continue to develop its products, product manufacturing, and to fund 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 most likely be forced to substantially reduce or cease operations.

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

During 2016, the Company raised a total of $160,000 through the sale of 4,000,000 shares of common stock at a price of $0.04 per share. Additionally, the Company received proceeds of $1,000,000 resulting from the exercise of warrants for 20,000,000 shares of common at $0.05 per share. The Company used the proceeds from these securities issuances to keep current in its reporting obligations under the Exchange Act and to pay certain other corporate obligations.

The ability of the Company to continue as a going concern is dependent on successfully accomplishing the plan described in the preceding paragraphs and eventually attaining 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 14 - SUBSEQUENT EVENTS

The Company evaluated subsequent events through the filing date of the Annual Report on Form 10-K, and determined to disclose the following events.

On February 2, 2017, the Board of Directors granted a total of 5,700,000 common stock options to officers, directors and other employees.

On February 28, 2017, the Company entered into separation and release agreements (Separation Agreements) with our former Chairman and CEO, Edwin Marshall, and our former Director of Operation, Dr. Jill Marshall. The Separation Agreements include principal payment schedules for promissory notes issued to these individuals and modify the terms of common stock option awards granted to them under the 2014 Equity Incentive Plan by increasing the exercise period of the grants from three weeks to three years following termination.

On March 1, 2017, the Company issued to its new chairman and interim CEO a stock award of 1,000,000 shares of common stock and is eligible to receive an additional 1,000,000 shares of common stock upon AsepticSure’s commercialization in the US market. Additionally, stock options granted to the Company’s new CEO Chairman and Interim CEO on February 26, 2014 shall vest as follows: 750,000 shares upon execution of this Agreement; and 250,000 shares upon completion of original commercial milestones as established in the original option grant agreement.

F-17

Filing Compare · MEDIZONE INTERNATIONAL INC