Registration No. 333-__________

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

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.)

350 East Michigan Avenue, Suite 500

Kalamazoo, MI 49007

(269) 202-5020

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

Philip A. Theodore

Executive Vice President, General Counsel

Medizone International, Inc.

350 East Michigan Avenue, Suite 500

Kalamazoo, Michigan 49007

(269) 202-5020

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to

Kevin R. Pinegar, Esq.

Wayne D. Swan, Esq.

Durham Jones & Pinegar, P.C.

111 S. Main Street, Suite 2400

Salt Lake City, Utah 84111

(801) 415-3000

Approximate date of commencement of proposed sale to the public: From time-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: ☑

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. ☐

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. ☐

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. ☐

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

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☐(Do not check if a smaller reporting company)	Smaller reporting company ☑

Emerging growth company ☐

CALCULATION OF REGISTRATION FEE

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⁽³⁾				Amount of registration fee
Common Stock, $0.001 par value per share			22,233,427			$	0.0392			$	871,550			$	108.51

(1)

We are registering (i) 14,059,041 shares of our common stock that we may put to L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1 (“SBI” and, together with L2, the “Investors” or the “selling stockholders”), pursuant to an equity purchase agreement entered into by the Investors with us on January 31, 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 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 equity purchase 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, based upon the average of the high and low sales prices for the registrant’s Common Stock as reported on the OTC Markets on February 8, 2018.

(3)

Based on the average of the high and low sales prices for the registrant’s Common Stock as reported on the OTC Markets on February 8, 2018.

The registrant hereby amends this Registration 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 Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to 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 is 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.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2018

MEDIZONE INTERNATIONAL, INC.

Up to 22,233,427 Shares

Common Stock

This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 14,059,041 shares of the common stock, $0.001 par value per share (“Common Stock”) of Medizone International, Inc., a Nevada corporation (“Medizone,” “we,” or “Company”). The shares of Common Stock are issuable by us to the selling stockholders pursuant to the terms of 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 “Purchase Agreement”). Subject to the terms and conditions of the Purchase Agreement, we have the right to “put,” or sell, up to $10,000,000 worth of shares of our Common Stock to L2 and SBI over a period of 36 months. This arrangement is also sometimes referred to in this prospectus as the “Equity Line.” For more information about the Equity Line, see the discussion beginning on page 1 of this prospectus. This prospectus also relates to the resale by the selling stockholders of up to 8,174,386 shares of our Common Stock (4,087,193 by each selling stockholder) that we issued to the selling stockholders as a commitment fee (the “Commitment Shares”) with respect to the Purchase Agreement.

For more information about the selling stockholders, please see the section of this prospectus entitled “Selling Stockholders” beginning on page 33.

The selling stockholders may offer all or part of the shares for resale from time to time through public or private transactions at either fixed prices or prevailing market prices at the time of sale, at varying prices or negotiated prices.

L2 and SBI are “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale of our Common Stock under the Equity Line and the resale of the Commitment Shares, and any broker-dealers or agents that are involved in such resales may be deemed to be “underwriters” within the meaning of the Securities Act in connection therewith. 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. For more information, please see the section of this prospectus titled “Plan of Distribution” beginning on page 34.

We will not receive any proceeds from the resale of shares of Common Stock by the selling stockholders. We will, however, receive proceeds from the sale of shares directly to L2 and SBI pursuant to the Equity Line.

Our Common Stock is quoted on the OTCQB Marketplace operated by the OTC Markets Group, Inc., or “OTCQB” under the symbol “MZEI.” On February 8, 2018, the average of the high and low sales prices of our Common Stock was $0.0392 per share. These prices will fluctuate based on the demand 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 __________ __, 2018.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
USE OF PROCEEDS	12
DIVIDEND POLICY	12
MARKET FOR COMMON STOCK AND OTHER RELATED STOCKHOLDER MATTERS	13
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
OUR BUSINESS	18
OUR PROPERTY	24
LEGAL PROCEEDINGS	24
DIRECTORS, EXECUTIVE OFFICERS, AND PROMOTERS	24
EXECUTIVE COMPENSATION	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	32
DESCRIPTION OF SECURITIES TO BE REGISTERED	32
SELLING STOCKHOLDERS	33
PLAN OF DISTRIBUTION	34
EXPERTS	35
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.

The 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.

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

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 2017	High		Low
First Quarter Ended March 31	$	0.15	$	0.08
Second Quarter Ended June 30	$	0.11	$	0.06
Third Quarter Ended September 30	$	0.10	$	0.06
Fourth Quarter Ended December 31	$	0.06	$	0.03

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

Name	Age	Position
David A. Esposito	49	Chairman of the Board
David A. Dodd	68	Director, Chief Executive Officer
Michael E. Shannon	70	Director, President
Vincent C. Caponi	67	Director
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

Name and principal position	Year	Salary ($)	Stock awards ($)	Option awards ($)	Other ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Edwin G. Marshall⁽¹⁾ Former Chairman and Chief Executive Officer	2017	32,500	--	74,147	--	106,647
	2016	195,000	--	--	--	195,000

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
David A. Dodd⁽³⁾ Chief Executive Officer	2016	--	--	--	--	--

Michael E. Shannon⁽⁴⁾ President	2017	184,704	--	74,147	--	258,851
Michael E. Shannon⁽⁴⁾ President	2016	175,922	--	--	--	175,922

Stephanie L. Sorensen⁽⁵⁾ Chief Financial Officer	2017	60,000	--	18,537	--	78,537
Stephanie L. Sorensen⁽⁵⁾ Chief Financial Officer	2016	15,000	--	--	--	15,000

Name	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Vincent C. Caponi		--		--		74,147		--		--		--		74,147
Stephen F. Meyer		--		--		14,460		--		--		--		14,460
Dwayne Montgomery⁽¹⁾		--		--		18,644		--		--		--		18,644
Daniel Hoyt⁽²⁾		--		--		74,147		--		--		--		74,147

	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

Title of class	Name and Address of beneficial owner ⁽¹⁾	Amount and nature of beneficial ownership	Percentage of class ⁽²⁾
Security Ownership of Management
Common Stock	Vincent C. Caponi, Director⁽³⁾	1,750,000	*
Common Stock	David A. Dodd, Director and Chief Executive Officer⁽⁴⁾	2,000,000	*
Common Stock	David A. Esposito, Chairman of the Board⁽⁵⁾	12,523,334	3.00%
Common Stock	Stephen F. Meyer, Director⁽⁶⁾	750,000	*
Common Stock	Michael E. Shannon, Director⁽⁷⁾	5,639,000	*
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%

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	%

	(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.

	(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.

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’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

Interim Consolidated Financial Statements of Medizone International, Inc. (Unaudited)

Consolidated Balance Sheets (As of September 30, 2017 and December 31, 2016)	F-18
Consolidated Statements of Other Comprehensive Loss (Three and Nine Months ended September 30, 2017 and 2016)	F-19
Consolidated Statements of Cash Flow (Nine Months ended September 30, 2017 and 2016)	F-20
Notes to the Consolidated Financial Statements	F-21

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

	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

							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	)

	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	)

	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	)
	$	-		$	-

	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
	$	-		$	-

	·	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.

	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

	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

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

	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

	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

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

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

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

	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

ASSETS

	September 30, 2017			December 31, 2016
Current assets:
Cash	$	60,521		$	398,290
Inventory		311,691			109,573
Prepaid expenses		37,722			81,666
Total current assets		409,934			589,529
Other assets:
Trademark and patents, net		126,011			151,444
Lease deposit		2,847			4,272
Total other assets		128,858			155,716
Total assets	$	538,792		$	745,245

LIABILITIES AND STOCKHOLDERS’ DEFICIT


Accounts payable	$	661,771		$	459,654
Accounts payable – related parties		19,704			-
Accrued expenses		622,620			592,621
Accrued expenses – related parties		681,044			538,887
Other payables		224,852			224,852
Notes payable		368,419			297,332
Notes payable – related parties		1,624,881			1,617,881
Warrant liability		700,512			985,163
Total current liabilities		4,903,803			4,716,390
Notes payable, net of current portion		-			75,000
Total liabilities		4,903,803			4,791,390
Commitments and contingencies (Note 7)

Stockholders’ deficit:
Preferred stock, $0.00001 par value: 50,000,000 authorized; no shares outstanding		-			-
Common stock, $0.001 par value: 500,000,000 authorized; 404,517,402 and 393,934,068 shares issued and outstanding, respectively		404,517			393,934
Additional paid-in capital		34,977,174			33,680,146
Accumulated other comprehensive loss		(52,398	)		(48,043	)
Accumulated deficit		(39,694,304	)		(38,072,182	)
Total stockholders’ deficit		(4,365,011	)		(4,046,145	)
Total liabilities and stockholders’ deficit	$	538,792		$	745,245

MEDIZONE INTERNATIONAL INC S-1