The Stock Purchase Agreement with Mammoth provides that Mammoth is committed to purchase up to $10,000,000 of our Common Stock. We may draw on the Equity Line from time to time, as and when we determine appropriate in accordance with 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 Common Stock (4,087,193 by each selling stockholder) that are currently issued and outstanding that we issued to the selling stockholders as a commitment fee (the “Commitment Shares”) with respect to their entering into the Purchase Agreement.

Distribution” beginning on page 36.

Equity Line.

New Business Direction

Early in 2008, we began to consider other applications ofdisinfection solutions that are 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.

The primary emphasis of this new effort has been the development of 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. 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.

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.

Risks Associated With Our Business

Our ability to execute our strategy and capitalize on our competitive strengths is subject to a number of risks more fully discussed in the “Risk Factors” section immediately following this summary. 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:

obtained in a timely manner or on terms that are acceptable to us. On January 31, 2018, we entered into certain financing arrangements that we believe will provide financing sufficient to fund our operations for the immediate future. However, there can be no assurance that we will be successful in accessing all of the capital contractually allocated under that arrangement due to limitations on our authorized capital, the market price of our Common Stock, volume limitations and other conditions imposed upon us, and many of which are outside our control.

6

others, 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 theour patents and the validity of thethose patents. Any failure to maintain the issued patents also could adversely affect our business. We intend to file additional patent applications (both United StatesU.S. 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 pr otectionprotection or competitive advantages.

We also rely on secrecy to protect portions of our technology for which patent protection has not yet been pursued or which is not believed to be appropriate or obtainable in addition to any information of a confidential and proprietary nature relating to us, including but not limited to our know-how, trade secrets, methods of operation, names and information relating to existing or potential vendors or suppliers and customer names and addresses.

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 provedproven safer o ror more effective than our technology.

We may become subject to expensive liability claims and litigation.

7

products. 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 readycontinue to be commercialized. There can be no assurance we will be able to obtain this insurance or, if we can obtain insurance,manufactured. We cannot assure that the insurance can be acquired at a reasonable cost or in sufficient amounts to protect us against all 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.

We have only a limited staff.  

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 materiallyequity securities will dilute existing stockholders and may adversely 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. & nbsp;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. Given our current business and operating needs, we will require additional financing, which would, in turn, result in additional shares being issued in connection with draws onwill require 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 Stockour equity or debt securities convertible into equity securities. We expect to continue our efforts to acquire financing in connection with a subsequent Draw Down.  In this way, Mammoth could sell more than 4.9 percentthe future to fund additional growth, product manufacturing and development expenses, and administrative expenses, among other expenses, which will result in future and possibly significant dilution to existing stockholders.

Becausesubstantial expenses. Our Amended Articles of Incorporation and our Amended and Restated Bylaws eliminate the purchase price paid by Mammoth for the shares of issued under the Stock Purchase Agreement is based on the market pricepersonal liability of our Common Stock, ifdirectors and officers to us and our stockholders for damages for breach of fiduciary duty as a director or officer to the market price declinesextent permissible under Nevada law. Further, our Amended Articles of Incorporation and our Amended and Restated Bylaws and individual indemnification agreements we have entered with certain of our directors and executive officers provide that we are obligated to indemnify each of our directors or officers to the fullest extent authorized by the Nevada law and, subject to certain conditions, advance the expenses incurred by them in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our stockholders.

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.

do so.

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 tomust be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

As a development stage company, weWe 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.

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

12.

In 2008, we incurred $43,333 inAsepticSure^® units during 2016. Research and development costs include payroll, consultant fees, development costs, and supplies. We anticipate our research and development costs principally consulting fees.  In 2009, however,will increase marginally as 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 $3,239,789for research and developmentconduct additional testing related to our ozone technologysubmission to the FDA for 510(k) clearance.

12

General and administrative expensesHedging 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 2009 were $769,130 compared to $550,289our balance sheet at an estimate of fair value. We record changes in fair value of such instruments as non-cash gains or losses in the year endedconsolidated 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 was to be determined based on a 20-day average stock price prior to the date of exercise with the exercise price discounted to the market at 40%. As of December 31, 2008.2017, we recorded a gain of $294,655 from the change in the fair value of the warrant liability. The increase in 2009 as compared to 2008 was related to additional payroll and consulting fees incurred, valuationwarrants expired, unexercised, on January 30, 2018.

We also recorded debt forgiveness

Three Months Ended September 30, 20102017, and 2009

There were no sales during$1,617,881 as of December 31, 2016. We made the quarters ended September 30, 2010 or 2009. Forfirst payments due under the three months ended September 30, 2010, we had a net lossnotes in the first quarter 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 as2017, but have been in default under both notes since April 2017. As a result, interest is now accruing on the unpaid obligations under these notes at an annual rate 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 $4,015,823for 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.5%. Interest expense on these obligations during the three months ended September 30, 2010totaled $55,889 for 2017 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$0 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 $4,015,823for 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,

2016. 

As a development stage company,2016.

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$1,500,000 during the twelvenext 12 months following the date of this prospectus for continued production manufacturing, research, development, marketing, and relatedmarketing activities, as well as for general corporate purposes.  Pursuant to the Stock Purchase Agreement with Mammoth, the frequency and amounts

the performance condition.

Effective July 1, 2009, we adopted the position or cash flow.

OUR BUSINESS

General

Prior to 2008 we were dedicated to (i) seeking regulatory approval of a precise mixture of ozone and oxygen, and our process of inactivating lipid-enveloped viruses for the intended purpose of decontaminating blood and blood products and assisting

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.

In connection with our trials described above, we also designed and produced a development prototype whichteam has demonstrated that it can reach botheven a 3-log (99.9%) bactericidal kill is not enough to stop bactericidal regeneration. Yet a 3-log kill exceeds the charge timeresults of most current cleaning practices and saturation requirements of its design criteria.technologies. In January 2010,our laboratories, we started mock-up trials for both public (hospital) and government (bio-terrorism countermeasures) applications of our system. Results obtained during early February 2010have demonstrated that every full-scale test run completed in our hospital room mock-up facility had resulted in the total eliminationremaining 0.1% of all bacteria present in the room. Additional testing was designedfollowing a 3-log kill begin to confirmregenerate in a more realistic hospital setting these laboratory findings indicating extremely high antibacterial efficacy for our novel technology (6-7.2 log reductions) againstfew hours and in five days will return to full strength. That is the primary causative agentsreason most current cleaning methods and systems have failed to break the reinfection cycle in health care facilities.

Additional in-hospital beta testing is anticipated^® system has application in a wide variety of settings, including medical facilities (hospitals, clinics, physician’s offices, outpatient surgical centers, long-term care facilities), bio-safety labs, athletic facilities (gyms and locker rooms) and sports equipment, mortuaries, bio-defense and response to continue into 2011.  Our goal ispandemics, building remediation, tissue labs, and clean rooms. These potential markets are discussed in greater detail below.

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. The samples, which were plated and incubated in our research laboratory, showed significant bacterial growth on all sports equipment items, with no one organism being predominant. The equipment was then placed in a treatment room with one AsepticSure^® machine where it was treated for 60 minutes at a relative humidity 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 success of this 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.

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 exposurenot yet contributed meaningfully to our uniqueoperating results. We are in discussions with other potential distributors for other jurisdictions.

Once the trial programmaintain proprietary protection 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

17

maintain control over our products and obtain moretechnologies. 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 returns.  position.

Canadian Foundation for Global Health – Consolidated Variable Interest Entity

In 2005, we assistedcould prevent, delay, revoke, or result in the formationrejection 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 reachregulatory clearance of our technology to as many in need as possible.

The CFGH may not contract for research or other servicesproducts. We cannot predict the effect on our behalf without our prior approval.  In addition, our understandingoperations 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”.

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 entityEPA because it is considered to be a VIE, if itpesticide 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 sufficient equity at riskjurisdiction 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.

Government Regulation

The U.S. Environmental Protection Agency (“EPA”) allows use of ozonepursuing approval, 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 testingassistance 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 assesseddistributors, by the EPA.  In certain applications, it may be considered a pesticide used for decontamination (as would be the caseappropriate authorities 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

18

approval need 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.

other countries. The manufacturing and marketing of ourthe AsepticSure™^® system is subject to the standards of Good Manufacturing Practices. We dohave not anticipatehad any difficulty or unreasonable expense in meeting these standards.

For the foreseeable future, we have suspended our efforts to seek FDA approval

Patents and Trademarks

We have filed an application for registration of the mark AsepticSure™ as a trademark for the system with the U.S. Patent and Trademark Office. The mark is used to describe a portable decontamination and sterilization system for hospitals, government buildings, schools and other functionally critical environments that might currently require, or need to be prepared for countermeasures capability from contamination by infectious biological agents such asC. difficile, E. coli, Pseudomonas aeruginosa, MRSA and VRE.

On July 6, 2009, we filed U.S. patent application 61/223,219 titled “Healthcare Facility Disinfecting System” for the 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.  

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.  

This second patent filing (U.S. patent application 61/295,851) was filed to protect improvements in our basic procedure and protocol achieved by combining it with another procedure, resulting in a significant increase in disinfecting capabilities demonstrated during the third round of laboratory trials against a wide variety of bacteria and on a range of different surfaces commonly found in healthcare and other essential facilities.  Both patent applications currently afford international protection for this technology, and can be expanded into full international patent applications, in countries of our choice.

On July 7, 2010, we filed an international patent application under the auspices of the Patent Co-operation Treaty (“PCT”) to secure international 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 healthcare and other critical infrastructure of bacterial infections such asC. difficile, E. coli, Pseudomonas aeruginosa, MRSA and VRE down to complete sterilization standards. After the international patent application has been searched and examined by the International Patent Office authorities, we can register it in any or all countries of the world that have ratified the PCT (over 140 countries, which include all major industrialized countries), and secure grant of patents on the application in countries of our choice.

During September 2010, we filed an additional international patent application covering recent developments in our variant of AsepticSure™, designed for government use in bio-terrorism countermeasures.  The application, filed under the Patent Co-operation Treaty, extends coverage to over 120 countries, including all major industrialized countries for this government variant.  An additional U.S. provisional patent application was filed 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.  

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.have. We believe that these recent filings will provide significant enhancement ofthe principal factors affecting competition in our intellectual property protection for these specific applications.  

19

During 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 developmentmarkets include name recognition and the ability to receive referrals based on client confidence in the fielddisinfection system or service. Apart from governmental regulatory activities, there are no significant barriers of oxidative chemistry which we estimate will have a significant impact on our future technology andentry that could keep potential competitors from offering disinfection systems that compete with the ease with which we can effectively decontaminate hospitals, chronic care facilities, veterinary facilities, hotels, cruise ships, sports facilities and the equipment thereon.AsepticSure^® system. Our researchability 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 eva luate 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.

In addition to the patents filed in connection with our AscepticSure system, in prior years we filed patent applications related to our original ozone technologies, as follows:

administrative activities. Our relationship with our employees is good.

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.

Several years ago, a former consultant brought an action against the Company styledRakas vs. Medizone International, Inc.,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.

Edwin G. Marshall

Richard G. Solomonis a director.  Mr. Solomon has been oneJanuary 2011, chairman 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 receivedof GeoVax Labs, Inc. (OTC: GOVX), a Bachelor of Commerce degree (University of Otago, NZ),publicly-traded vaccine development company. From April 2013 to July 2017, he also served as President and Chief Executive Officer, and as 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 heBoard of Directors, of Aeterna Zentaris Inc. (Nasdaq: AEZS), a publicly-traded drug development company. 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.

Daniel D. Hoytbecame 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,Directors of Aeterna Zentaris Inc., from May 2014 to May 2016. Mr. Dodd continues to serve as a privately held corporation involved with bio-cleansing remediation systems for animal fats and oil-based materials.  He also serves on the Development Boardmember of the Indiana University Simon Cancer Center (since January 2000) and on the Board of Directors of Aeterna Zentaris Inc. He is also the St. Vincent FoundationChief Executive Officer of RiversEdge BioVentures, an investment and advisory firm focused on the life sciences and pharmaceuticals industries, which he founded in Indianapolis, Indiana.

2009. From December 2007 to June 2009, Mr. Dodd was President, Chief Executive Officer and Chairman of BioReliance Corporation, a privately-owned organization that provided biological safety testing, viral clearance testing, genetic and mammalian technology testing and laboratory animal diagnostic services testing. From October 2006 to April 2009, he served as non-executive chairman of Stem Cell Sciences Plc., a publicly-traded research products company. Before that, Mr. Dodd served as President, Chief Executive Officer and Director of Serologicals Corporation (Nasdaq: SERO) before it was sold to Millipore Corporation in July 2006 for $1.5 billion. For five years prior to his employment by Serologicals Corporation, Mr. Dodd served as President and Chief Executive Officer of Solvay Pharmaceuticals, Inc. and Chairman of its subsidiary Unimed Pharmaceuticals, Inc. He has more than 35 years of executive experience in the healthcare industry.

22

responsible for the first human clinical trial to have ever been approved in North America which examined the efficacy of O3O₃ delivered via minor autohemotherapy in the treatment of AIDS. He was also responsible for several primate studies utilizing O3 O₃ involving scientists from various departments within the Canadian Federal Government, as well as senior investigators from the Company and Cornell University. Dr. Shannon has

Thomas (Tommy) E. Auger joined us as ourUniversity of Rochester, New York.

with the exception of Mr. Caponi, who participated in 58 percent of the meetings.

The Board of Directors and Committees

Currently, only Mr. Hoyt is an independent director as defined by the rules of any securities exchange or inter-dealer quotation system.  

Audit Committee

Asdirectors, or provide definitions of independence. In accordance with the rules of the dateSEC, we determine the independence of our directors by reference to the rules of The Nasdaq Stock Market (“NASDAQ”). In accordance with such rules, the Board has determined that have three independent directors, Mr. Esposito, Mr. Caponi and Mr. Meyer. There were no transactions, relationships or arrangements not disclosed under the caption “Certain Relationships and Related Transactions” of this prospectus we do not have a standing that were considered by the Board of Directors under the applicable independence definitions in determining that Messrs. Esposito, Caponi and Meyer are independent.

Compensation Committee

Exchange Act. As of the date of this prospectus, we do not have a standing report, the members of the Audit Committee are Mr. Esposito (Chairman), Mr. Meyer and Mr. Caponi. 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 our independent registered public accounting firm, (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.

met one time in 2017.

Committee. As of 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 in the future to assist in the selection of director nominees, approve director nominations to be presented for stockholder approval at ouran annual meeting of

23

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.

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 prospectus.

October 1, 2016. We do notentered into an employment agreement with Ms. Sorensen that provides for an initial base salary of $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 granted an option to purchase 250,000 shares of Common Stock. Ms. Sorensen voluntarily surrendered this option on January 3, 2018.

Control.

2017.

Except We are not aware of any person who beneficially owns five percent or more of our Common Stock as of the Table Date.

owned.