UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDING JUNE 30, 2005

                                       OR
     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM __________ TO ____________

                         COMMISSION FILE NUMBER 0-28717

                              ADZONE RESEARCH, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                               88-0420405
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                            4062-80 GRUMMAN BOULEVARD
                            CALVERTON, NEW YORK 11933
                                 (631) 369-1100

       (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the last practicable date:  104,673,203 common shares,  $.001
par value, as of August 3, 2005.

Transitional small business disclosure format (check one): Yes |_| No |x|

<PAGE>

                             ADZONE RESEARCH, INC.
                 FORM 10-QSB FOR THE PERIOD ENDED JUNE 30, 2005

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

      UNAUDITED CONDENSED BALANCE SHEETS AS OF JUNE 30, 2005
        AND MARCH 31, 2005                                                     3
      UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE
      THREE MONTHS ENDED JUNE 30, 2005 AND 2004                                4
      UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE
      MONTHS ENDED JUNE 30, 2005                                               5
      UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE
      THREE MONTHS ENDED JUNE 30, 2005 AND 2004                                6
      NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                        7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                 17
ITEM 3.  CONTROLS AND PROCEDURES                                              22

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                    24
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES                              25
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                      27
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  28
ITEM 5.  OTHER INFORMATION                                                    29
ITEM 6.  EXHIBITS                                                             30

SIGNATURES                                                                    31

                                       2
<PAGE>

PART I. CONDENSED FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

                              ADZONE RESEARCH, INC.
                            CONDENSED BALANCE SHEETS
                        JUNE 30, 2005 AND MARCH 31, 2005

                                                     JUNE 30,        MARCH 31,
                                                       2005            2005
                                                   (unaudited)       (audited)
ASSETS
Current assets:
   Cash                                            $    324,200    $    431,790
   Accounts receivable                                      774           8,755
   Assets restricted for dividend payments              171,820         202,503
   Prepaid expenses and other                            54,092          59,501
                                                   ------------    ------------
Total current assets                                    550,886         702,549

Property and equipment, net                              41,850          25,200
Other assets                                             10,283             176
                                                   ------------    ------------
Total assets                                       $    603,019    $    727,925
                                                   ============    ============
c

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                $     85,829    $     46,049
   Accrued compensation                                 262,142          98,244
   Current note payable                                      --          50,000
   Accrued expenses                                      88,000         367,305
   Accrued dividend payable                             171,820         202,503
   Deferred revenue                                      57,534         132,329
   Current maturities of long-term debt                 201,926              --
   Stock settlement liability                         2,120,000       1,418,000
                                                   ------------    ------------
Total current liabilities                             2,987,251       2,314,430
                                                   ------------    ------------

Long-term debt, less current maturities                      --         291,783
                                                   ------------    ------------

Commitments and contingencies (Note 6)                       --              --

Stockholders' deficit:
   Preferred stock                                       43,469          43,469
   Common stock                                         102,374          98,144
   Additional paid-in capital                        10,978,553       9,751,311
   Accumulated deficit                              (13,740,554)    (11,730,947)
   Other stockholders' equity                           231,926         (40,265)
                                                   ------------    ------------
Total stockholders' deficit                          (2,384,232)     (1,878,288)
                                                   ------------    ------------
Total liabilities and stockholders' deficit        $    603,019    $    727,925
                                                   ============    ============
See accompanying notes.

                                       3
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004


                                                    June 30,         June 30,
                                                      2005             2004
                                                   (unaudited)     (unaudited)
                                                   ------------    ------------

Net contract revenues                              $     75,096    $     50,000
                                                   ------------    ------------
Operating costs and expenses:
   Consulting and professional services                 378,346         565,371
   Salaries and related                                 511,591         422,041
   General and administrative                           258,485          78,919
   Depreciation and amortization                          3,035           1,940
                                                   ------------    ------------
                                                      1,151,457       1,068,271
                                                   ------------    ------------
Loss from operations                                 (1,076,361)     (1,018,271)

Other income (expense)
            Interest income (expense)                       449          (1,780)
            Extinguishment losses                      (230,858)             --
            Derivative loss                            (702,000)       (180,000)
                                                   ------------    ------------
Net loss                                           $ (2,008,770)   $ (1,200,051)
                                                   ============    ============

Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                        $ (2,008,770)   $ (1,200,051)
   Preferred stock dividends and accretion:
         Preferred stock accretion                           --        (114,361)
         Preferred stock dividends paid                    (837)        (13,971)
         Preferred dividends in arrears                      --            (317)
                                                   ------------    ------------
   Loss applicable to common stockholders          $ (2,009,607)   $ (1,328,700)
                                                   ============    ============

Loss per common share:
   Basic and diluted loss per common share         $      (0.02)   $      (0.02)
                                                   ============    ============
Shares used in computing basic and diluted
   loss per common share                             98,670,080      73,056,178
                                                   ============    ============

See accompanying notes.

                                       4
<PAGE>

                              ADZONE RESEARCH, INC.
             UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT
                        THREE MONTHS ENDED JUNE 30, 2005
<TABLE>
<CAPTION>
                                                   Preferred Stock                  Common Stock
                                             ----------------------------    ----------------------------     Paid-in
                                                Shares          Amount          Shares          Amount        Capital
                                             ------------    ------------    ------------    ------------   ------------
<S>                                          <C>             <C>             <C>             <C>            <C>
Balances, March 31, 2005                             3.12    $     43,469      98,144,253    $     98,144   $  9,751,311


Issuance of common stock for:
     Cash                                                                       1,114,286           1,114          73,886
     Employee compensation                                                        210,000             210          27,090
     Cashless exercise of warrants                                              1,300,162           1,300          (1,300)
     Professional services
     (including $16,498 related to
      capital improvements)                                                     1,056,178           1,056         154,319
     Debt extinguishment                                                          550,000             550          65,450
Preferred stock dividends paid
Issuance of warrants for services                                                                                 79,914
Warrants issued, and beneficial conversion
feature associated with debentures
                                                                                                                 254,857
Warrants issued in connection with debt
extinguishment                                                                                                   214,858
Amortization of deferred compensation
                                                                                                                 358,168
Unrealized loss on
     marketable securities
Net loss
                                             ------------    ------------    ------------    ------------   ------------
Balances, June 30, 2005                              3.12    $     43,469     102,374,879    $    102,374   $ 10,978,553
                                             ============    ============    ============    ============   ============

<CAPTION>

(TABLE CONTINUED)


                                             Accumulated
                                               Deficit          Other           Total
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Balances, March 31, 2005                     $(11,730,947)   $    (40,265)   $ (1,878,288)


Issuance of common stock for:                                                          --
     Cash                                                                          75,000
     Employee compensation                                        275,600         302,900
     Cashless exercise of warrants                                                     --
     Professional services
     (including $16,650 related to
      capital improvements)                                                       155,375
     Debt extinguishment                                                           66,000
Preferred stock dividends paid                       (837)                           (837)
Issuance of warrants for services                                                  79,914
Warrants issued, and beneficial conversion
feature associated with debentures
                                                                                  254,857
Warrants issued in connection with debt
extinguishment                                                                    214,858
Amortization of deferred compensation
                                                                                  358,168
Unrealized loss on                                                 (3,409)         (3,409)
     marketable securities
Net loss                                       (2,008,770)                     (2,008,770)
                                             ------------    ------------    ------------
Balances, June 30, 2005                      $(13,740,554)   $    231,926    $ (2,384,232)
                                             ============    ============    ============
</TABLE>

See accompanying notes.

                                       5
<PAGE>

                             ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
<TABLE>
<CAPTION>
                                                                    June 30,      June 30,
                                                                     2005           2004
                                                                  (unaudited)    (unaudited)
                                                                  -----------    -----------
<S>                                                               <C>                    <C>
OPERATING ACTIVITIES
Net loss                                                          $(2,008,770)   $(1,200,051)
Adjustments to reconcile net loss to net cash flows from
 operating activities:
      Depreciation expense                                              3,035          1,940
      Derivative loss                                                 702,000        180,000
      Common stock issued for services                                138,725        479,538
      Extinguishment losses                                           230,858             --
      Employee stock-based compensation                               302,900             --
      Warrants issued for services                                     79,914        116,000
      Amortization of deferred stock-based compensation               358,168
      Changes in operating assets and liabilities:
            Accounts receivable                                         7,981        (50,000)
            Prepaid expenses and other current assets                   2,000        104,792
            Other assets                                                   --         12,685
            Accounts payable and accrued expenses                    (150,422)      (232,301)
                                                                  -----------    -----------
Net cash flows from operating activities                             (333,611)      (587,397)
                                                                  -----------    -----------

INVESTING ACTIVITIES
Purchases of equipment                                                 (3,035)       (12,399)
                                                                  -----------    -----------
Net cash flows from investing activities                               (3,035)       (12,399)
                                                                  -----------    -----------

FINANCING ACTIVITIES
Proceeds from issuance of common stock, warrants and
            stock settlement liability, net of $0$0 and
            $150,000 of offering expenses                              75,000        846,683
Proceeds from long-term debt                                          165,000             --
Proceeds from the exercise of employee stock options                       --         88,128
Cash paid to redeem preferred stock                                        --        (76,744)
Cash paid for preferred stock dividends                                  (837)       (13,971)
Increase in restricted cash                                           (10,107)            --

                                                                  -----------    -----------
Net cash flows from financing activities                              229,056        844,096
                                                                  -----------    -----------
Net increase (decrease) in cash                                      (107,590)       244,300
Cash at beginning of period                                           431,790        622,797
                                                                  -----------    -----------
Cash at end of period                                             $   324,200    $   867,097
                                                                  ===========    ===========

SUPPLEMENTAL DISCLOSURES OF INTEREST AND INCOME TAXES PAID
Cash paid for interest                                            $     2,100    $     1,914
Cash paid for income taxes                                                 --             --
                                                                  ===========    ===========
Unrealized loss on available for
 sale marketable securities                                       $     3,409    $        --
                                                                  ===========    ===========
Reduction in value of property
declared as a dividend                                            $    30,683    $        --
                                                                  ===========    ===========
Property and equipment acquired
 through issuance of common stock                                 $    16,650    $        --
                                                                  ===========    ===========
Note payable repaid through
  Issuance of common stock                                        $    50,000    $        --
                                                                  ===========    ===========
Warrants issued, and beneficial
conversion feature associated
with debentures                                                   $   254,857    $        --
                                                                  ===========    ===========
</TABLE>

See accompanying notes.

                                       6
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

1. BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with Generally Accepted  Accounting  Principles for interim financial
information  and pursuant to the Regulation S-B of the Rules and  Regulations of
the  Securities  and Exchange  Commission.  Certain  financial  information  and
footnote disclosure normally included in annual financial statements prepared in
accordance with Generally Accepted Accounting  Principles have been condensed or
omitted.  Accordingly,  the accompanying  financial statements should be read in
conjunction with ADZONE's annual financial statements and notes thereto included
in its Form 10-KSB for the year ended March 31, 2005.

In the opinion of management,  the financial  statements reflect all adjustments
(consisting  of only  normal and  recurring  adjustments)  necessary  to present
fairly the financial  position,  results of operations  and cash flows for those
periods  presented.  Operating  results for the three months ended June 30, 2005
are not necessarily  indicative of the results that may be expected for the year
ended March 31, 2006.

The  Company's  revenues  during the  quarterly  period ended June 30, 2004 were
concentrated  with the United States Department of Defense and related agencies.
Revenues during the quarterly period ended June 30, 2005 were  concentrated with
one commercial licensure contract.

Certain accounting policies:

Revenue recognition:

The Company derived $50,000 of revenues during three-month period ended June 30,
2004 under  contracts  with the United States  Department of Defense and related
agencies.  Revenues under contracts with the United States Department of Defense
are recorded when earned.  The Company recognized $75,096 of revenues during the
three-month  period ended June 30, 2005 from  amortization  of deferred  revenue
related to under  licensing  arrangements  for  commercial  applications  of the
Company's  technologies.  Revenue  is  recognized  ratably  over the term of the
agreement.

Assets restricted for dividend payments:

This caption  consists of  marketable  securities  valued at $36,820 at June 30,
2005 and  1,350,000  shares of the  Justice  Fund valued at $135,000 at June 30,
2005  both of which  are  restricted  as  property  dividends,  which  have been
declared.  These  marketable  equity  securities  are  recorded  at fair  value.
Unrealized  holding gains and losses are recorded,  net of any tax effect, as an
adjustment of accrued dividends payable.

                                       7
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

1. BASIS OF PRESENTATION (CONTINUED)

Derivative financial instruments:  The Company accounts for derivative financial
instruments  indexed to and potentially  settled in, its own stock in accordance
with Emerging Issues Task Force Consensus No. 00-19,  which provides that if the
number of shares deliverable in a transaction are indeterminable, the fair value
of said shares  shall be  presented  as a liability  in the balance  sheet.  The
liability  is to be measured  at, and adjusted to, fair value until such time as
the  obligation  is settled.  The shares  issued in  connection  with the Nutmeg
Subscription Agreement discussed in Note 5 to the condensed financial statements
are such  derivative  transactions  due to the  Company's  obligation to deliver
registered shares,  which can not be assumed pursuant to Consensus No. 00-19. As
such, the Company's  obligation has been presented in the  accompanying  balance
sheet as a  liability.  The change in the fair value of this  liability  at each
financial  reporting  date is and will  continue  to be  charged  (credited)  to
operations until settled.

2. LIQUIDITY AND MANAGEMENT'S PLANS

The preparation of financial  statements in accordance  with Generally  Accepted
Accounting  Principles  contemplates  that the Company will  continue as a going
concern.  As noted  in the  accompanying  condensed  financial  statements,  the
Company  incurred  a net loss of  $(2,008,770)  and used cash of  $(333,611)  in
conducting  its  operations.  In  addition,  the Company  has a working  capital
deficiency of $(2,436,365).  These recurring  conditions raise substantial doubt
about the Company's ability to continue as a going concern.

While operating cash flows for the remaining  periods in fiscal year ended March
31, 2006 are not projected to be sufficient to sustain the Company's operations,
management  currently believes that existing cash reserves of $324,200,  coupled
with (i) an  outstanding  contingent  commitment for  approximately  $750,000 in
connection with the Nutmeg Subscription Agreement (see Note 5) and (ii) proceeds
of $100,000 from  subsequent  offerings (see Note 7), will be sufficient to fund
operating  deficits  for a period of  approximately  twelve to eighteen  months.
Management   considered  the  following   specific   elements  of  its  internal
projections  in  making  its  conclusions  about its  ability  to  continue  for
approximately twelve to eighteen months:
      a.    Management does not believe that the significant  level of cash used
            in  operations  during  the  three  months  ended  June 30,  2005 of
            ($333,611)  is  indicative  of cash flow usage  during the next four
            fiscal  quarters.  While  payments on  accounts  payable and accrued
            expenses  will  continue  in the  normal  course of  business,  such
            payments  are  not  expected  to be at the  level  reflected  in the
            Company's first quarter operations.
      b.    Certain vendors continue to accept the Company's  equity  securities
            for  compensation  for their  services,  which has  helped  and will
            continue to help preserve cash.  While such non-cash  expense is not
            currently expected to be as high in the near term future quarters as
            during the current quarter,  based upon ongoing discussions with the
            vendors,  management believes that they will continue to accept such
            securities in the foreseeable future.

                                       8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

2. LIQUIDITY AND MANAGEMENT'S PLANS (CONTINUED)

      c.    Management does not currently project expending  significant  levels
            of cash to acquire  equipment to support  revenue  growth during the
            next four fiscal  quarters.  Equipment  necessary  for the Company's
            contracts  principally  relates  to  computer  equipment,  which  is
            projected to be sufficient for the foreseeable future.  However, the
            nature of  contracts  awarded in the future,  if any,  may result in
            additional   modifications   and  expenditures  at  the  request  of
            customers.
      d.    The Company's working capital deficiency of $(2,436,365)  includes a
            stock  settlement  liability of $2,120,000  that can be settled with
            registered  equity  securities upon the  effectiveness  of a related
            registration statement. However, obtaining an effective registration
            statement is presumed not to be within management's  control. In the
            event  that an  effective  registration  statement  related to these
            instruments  can not be obtained,  management  believes  that it can
            renegotiate  the terms of the underlying  instruments to provide for
            fulfillment with equity  securities of the Company.  There can be no
            assurances,  though,  that  management  would be  successful in such
            negotiations.
      e.    Finally,  management believes that, in the event necessary,  certain
            operating  expenses can be  curtailed.  These  expenses  principally
            related to employment costs.

During the  remainder of fiscal year ended March 31, 2006,  management  plans to
continue to promote the U.S.  Department of Defense and  Commercial  uses of its
technologies.  However,  there can be no assurances that the Company can execute
additional revenue producing contracts under acceptable terms and conditions.

The  Company's  ability to continue  as a going  concern is  dependent  upon the
preservation  of existing cash  reserves,  the receipt of the final  conditional
traunch of the Nutmeg Subscription  Agreement (see Note 5) and, ultimately,  the
achievement of profitable operations.  The financial condensed statements do not
include any adjustments that might arise as a result of this uncertainty.

3. NOTE PAYABLE

At March 31, 2005,  note payable  consisted  of an  unsecured  installment  note
payable to an individual.  Scheduled payments were in default at March 31, 2005.
On April 14, 2005, the Company issued 550,000 shares of common stock to the note
holder in lieu of the  $50,000  loan  repayment.  The fair  value of the  common
shares issued, using the closing market price on the date of issuance,  amounted
to $66,000, which resulted in a debt extinguishment charge of $16,000.

                                       9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

4. LONG-TERM DEBT

Long-term debt consists of the following at June 30, 2005 and March 31, 2005:
<TABLE>
<CAPTION>
                                                                                             June 30,      March 31,
                                                                                               2005          2005
                                                                                            ---------      ---------
<S>                                                                                         <C>             <C>
Face value $290,000, 9% Series A Convertible Debentures (a)                                 $  35,143       $     --

Four  separate  notes  payable  to  a   non-financial   institution   investment
corporation.  Interest at the prevailing Prime Rate plus 100 basis points (5.00%
at March 31, 2005),  payable  quarterly in arrears plus an origination fee equal
to  1.0% of the  principal  amount.  Principal  payable  in  full  in May  2006.
Collateralized   by  shares  of  the   Company's   common   stock   (aggregating
approximately  7,958,121  shares at March 31,  2005),  placed in escrow with the
lender's  brokerage  firm,  owned by the  Company's  Chief  Executive  and Chief
Operating Officers, respectively.                                                             166,783        166,783

Two unsecured notes payable with maturity dates of May 2006 (a)                                    --        125,000
                                                                                            ---------      ---------
                                                                                              201,926        291,783
Less current maturities                                                                      (201,926)            --
                                                                                            ---------      ---------
                                                                                                   --      $ 291,783
                                                                                            =========      =========
</TABLE>

(a)   During May 2005,  the Company  issued  $290,000  face value of 9% Series A
      Redeemable   Convertible   Debentures,   due  May  2006  (the   "Series  A
      Debentures"). The Series A Debentures are convertible at the option of the
      holder  into  shares of Common  Stock at a rate of $0.07  per  share.  The
      trading  market  price on the date of issuance of the Series A  Debentures
      was $0.12, resulting in an embedded beneficial conversion feature.  Series
      A Debenture holders were also issued an aggregate of 4,142,858 warrants to
      purchase  Common  Stock at $0.07 per  share,  over a five year  term.  The
      Series A Debentures  and warrants were issued for cash of $165,000 and the
      extinguishment  of the unsecured  notes amounting to $125,000 in the table
      above. Accounting for each of these issuances was as follows:

      Cash Purchase:  The proceeds of $165,000 were allocated between the Series
      A Debentures  and the warrants  based upon relative fair values.  The fair
      value of the warrants was  determined  using the Black  Scholes  Valuation
      Model. As a result of this allocation, $101,412 of proceeds were allocated
      to the  warrants  and  recorded as paid in capital.  As noted  above,  the
      Series A Debentures contained a beneficial  conversion feature. The amount
      of the  beneficial  conversion  feature  exceeded the  remaining  proceeds
      allocated to the debt and was recorded as additional paid in capital.  The
      resulting  debt discount of $165,000 will be amortized  over the debt term
      using the effective interest method.

                                       10
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

4. LONG-TERM DEBT (CONTINUED)

      Debt Extinguishment:  The excess of the aggregate fair value of the Series
      A Debentures and warrants issued (amounting to $339,858) over the carrying
      value of the debt extinguished was recorded as an extinguishment charge of
      $214,858.  As noted above, the Series A Debentures  contained a beneficial
      conversion  feature.  The  amount  of the  beneficial  conversion  feature
      associated  with  the  $125,000  face  value of the  Series  A  Debentures
      amounted to $89,857 and was recorded as  additional  paid in capital.  The
      discount will be amortized over the debt term using the effective method.

5. STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the three month period ended June 30, 2005, the Company issued  4,230,626
shares of common  stock,  as  follows:  1,114,286  shares for cash  proceeds  of
$75,000;   1,300,162   shares  for  the  exercise  of  warrants  in  a  cashless
transaction;  1,056,178 shares for consulting and non-employee related services;
550,000  shares in  liquidation  of a note  payable,  and 210,000  for  employee
related services. The Company recorded stock-based compensation during the three
months  ended June 30, 2005,  in all  instances,  based upon the closing  market
price on the date the stock was issued for purposes of fair value. This resulted
in charges to operations of $138,725 for  consulting  and  non-employee  related
services and $302,900 for employee related services (of which $275,600, included
in other  stockholders'  equity relates to awards where shares were earned,  but
issued  shortly  after  the  quarter  close).  These  charges  are  included  in
Consulting   and   Professional   Services  and  Salaries  and  related  in  the
accompanying condensed statements of operations.

During the three  months  ended June 30, 2005,  the Company  issued  warrants to
acquire 4,717,144 shares of common stock, as follows:  4,142,858 warrants to the
Company's  convertible  debenture  holders (see Note 4) and 574,286  warrants in
connection with service  providers.  Warrants issued for services were valued at
fair value on the date  issued  using the Black  Scholes  Valuation  Model.  The
charge to  operations  of $79,914 is  included  in the  caption  Consulting  and
Professional  Services in the accompanying  condensed  statements of operations.
(The Black Scholes  Valuation  Model  requires the use of subjective  estimates.
Management  estimated the future volatility and the risk free rate of return for
issuances  during  the  three  months  ended  June 30,  2005 at 360%  and  3.0%,
respectively.)

                                       11
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

5. STOCKHOLDERS' EQUITY (CONTINUED)

The  Company  placed  5,000,000  shares of its common  stock in escrow  with its
transfer agent in anticipation of future exercises of stock options issued under
the Company's stock option plans.

ISSUANCES OF STOCK OPTIONS

During the three months ended June 30, 2005,  the Company  granted stock options
to acquire an aggregate 10,000,000 shares of common stock to the Company's Chief
Executive  Officer and Chief Operating  Officer.  Also,  during the three months
ended June 30, 2005,  the Company  granted stock options to acquire an aggregate
of 2,950,000  shares of common stock to the Company's  Directors.  These options
are  exercisable  at exercise  prices  ranging from $0.20 to $3.00 per share and
will expire on April 22, 2011.

The Company  accounts for stock options to employees using the intrinsic  method
and to Directors using the fair-value  method.  The intrinsic method resulted in
no compensation expense related to the employee stock options. The fair value of
the Director stock options, applying the Black-Scholes methodology,  amounted to
$383,500,  which is being  amortized  into  expense  over a six-month  period of
performance.  Amortization  of this award during the three months ended June 30,
2005 amounted to $151,269.

DEFERRED COMPENSATION

Deferred  compensation,  related to equity  issuances,  is charged to operations
over  the  periods  of  contractual  performance  for  consultants  and  service
providers and over vesting periods for employees.  Deferred compensation related
to future  periods as of April 1, 2005  amounted to  $588,869.  During the three
month  period  ended June 30,  2005,  deferred  compensation  increased  for the
$383,500  reflected in the preceding  paragraph.  Amortization of all sources of
deferred   compensation  during  the  period  amounted  to  $358,168.   Deferred
compensation related to future periods as of June 30, 2005 amounted to $614,201.

                                       12
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

5. STOCKHOLDERS' EQUITY (CONTINUED)

NUTMEG SUBSCRIPTION AGREEMENT

During May 2004,  the Company  entered  into a  Subscription  Agreement  with an
unaffiliated  investor.  Under  the  terms of the  Subscription  Agreement,  the
Company  received cash of $950,000 (net of $150,000 of expenses) during the year
ended  March 31,  2005.  The Company is to receive  additional  cash of $750,000
within  five days of  registering  the common  shares and  warrants  issued as a
result of the Subscription  Agreement.  The number of common shares to be issued
is equal to the  amount  received  divided  by the  lesser  of $.20,  57% of the
average  closing bid price for common stock on the two trading days  immediately
prior to  closing  on the sale or 57% of the  average  closing  bid price of the
Company's common stock on the two trading days immediately  prior to the date on
which the registration  statement is declared  effective  ("Fixed  Price").  The
proceeds  from  this  transaction  have  been  classified  as  Stock  Settlement
Liability at June 30, 2005. In addition, the Subscription Agreement provides for
the  issuance of warrants  equal 50% of the  purchase  price of the common stock
divided  by the  Fixed  Price.  The  warrants  expire in  December  2008 and are
exercisable  at 71.25% of the average  closing bid price for common stock on the
two trading days immediately  prior to filing a registration  statement with the
Securities  Exchange  Commission  (the  Company  is  required  to  register  the
aforementioned shares as well as the shares underlying common stock warrants).

As a result of the above Subscription  Agreement,  at June 30, 2005, the Company
has issued 7,572,284 shares of unregistered  common stock,  which represents the
minimum  number  of shares to be issued  under  the  Subscription  Agreement  in
exchange for cash received  through June 30, 2005. The ultimate number of shares
to be issued is  indeterminate  as the  number  of  shares is  dependent  on the
Company's closing bid price when a registration statement is declared effective.
As a result,  the $950,000 of cash  received  under the  Subscription  Agreement
through June 30, 2005 is included in liabilities.

                                       13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

5. STOCKHOLDERS' EQUITY (CONTINUED)

At June 30, 2005 and 2004,  the Company  measured  the value of the shares to be
issued  under  the  Subscription  Agreement  through  June 30,  2005  and  2004,
respectively, based on the Company's closing bid price at June 30, 2005 and 2004
respectively,  compared  to the  actual  shares  issued.  As a  result  of  this
measurement,  an  additional  $702,000 and $180,000 was charged to operations in
the  caption  Derivative  Loss during the three  months  ended June 30, 2005 and
2004, respectively.

PRO FORMA STOCK COMPENSATION INFORMATION

The following  table  reflects  supplemental  financial  information  related to
stock-based  employee  compensation for the three months ended June 30, 2005 and
2004,  as required by  Statement  of  Financial  Accounting  Standards  No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure:

<TABLE>
<CAPTION>
                                                                                    June 30,       June 30,
                                                                                      2005           2004
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>
Loss applicable to common stockholders, as reported                               $(2,008,770)   $(1,200,051)
                                                                                  ===========    ===========
Stock-based compensation, as reported                                             $  (302,900)   $  (595,538)
                                                                                  ===========    ===========
Stock-based compensation under fair value method                                  $  (668,399)   $  (801,788)
                                                                                  ===========    ===========
Pro-forma loss applicable to common stockholders under
      fair value method                                                           $(2,374,269)   $(1,406,301)
                                                                                  ===========    ===========
Loss applicable to common stockholders per share, as reported                     $     (0.02)   $     (0.02)
                                                                                  ===========    ===========
Pro-forma loss applicable to common stockholders per share under
      fair value method                                                           $     (0.02)   $     (0.02)
                                                                                  ===========    ===========
</TABLE>

6. COMMITMENTS AND CONTINGENCIES

LITIGATION:  AdZone was a party to a lawsuit  filed  against it by R. C. Auletta
and Co., Inc. (Auletta), which was filed during 2001. Auletta is seeking fees in
the amount of approximately  $32,000 for services which were allegedly performed
after the  expiration of a contract for consulting  services  between AdZone and
Auletta. A judgment in the amount of $34,691,  including  interest,  was entered
against the Company  during  Fiscal  2004.  The  Company  executed a  settlement
agreement  whereby the  judgment  will be retired as  follows:  $5,000 cash upon
execution of the settlement agreement and $1,000 per month,  commencing December
15, 2003, until the judgment is paid in full. In prior periods,  the Company has
accrued, and charged to operations,  all costs associated with this transaction.
No further effect on the financial condition of the Company should occur on this
matter.

                                       14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

6. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Due to the  Company's  financial  position,  from time to time,  the Company may
become party to collection  actions,  litigation and/or judgments related to the
non-payment of various operating expenses.  Management is of the opinion that an
appropriate  provision for amounts due and other related  expenses has been made
in the accompanying financial statements.

Investment Banking Agreement:

On April 6, 2004,  the  Company  executed  a  non-exclusive  Financial  Advisor,
Investment  Bank  and  Placement   Agent   Agreement  with  Hartsfield   Capital
Securities,  Inc. of Atlanta,  Georgia  (Hartsfield) whereby Hartsfield will use
its  "best   efforts"   to  assist   the   Company   in  one  or  more   capital
investments/fundings  which  might  result  in  a  private  placement,   merger,
acquisition, sale of assets, sale of common stock, sale of ownership interest or
any other financial transaction as defined in this agreement. This agreement had
an  initial  term of one year and  expired  April 6, 2005.  For these  services,
Hartsfield  was to receive a success  fee of 6.0% of the gross  proceeds  on all
common  debt  financing;  10.0%  of  the  gross  proceeds  on  any  hybrid  debt
(convertibles,  warrants,  etc.);  10.0% of the  gross  proceeds  on any  equity
raised;  10.0% of the gross  proceeds  on all  closings  from  Transactions  (as
defined) with an Investor Candidate or a Strategic Candidate (as defined); 10.0%
on the gross  proceeds  received from any mezzanine  loan or other  subordinated
form of indebtedness;  and 10.0% of the Aggregate  Consideration (as defined) of
any merger or acquisition introduced by Hartsfield.

Hartsfield was successful in obtaining a capital  investment of $1,750,000  with
The Nutmeg Group, of which $750,000 is still  unfunded,  through the sale of the
Company's common stock.

Additionally,  Hartsfield  is due warrants to purchase  shares of the  Company's
common  stock equal to 20.0% of the value of such  transactions  for  successful
common stock equity raised at 100.0% of the market price of the Company's common
stock at the closing of such  transaction for a period of two (2) years,  and/or
to grant Hartsfield  warrants to purchase that number of shares of the Company's
common  stock equal to 20.0% of the value of such  transactions  for  successful
preferred stock, debt, hybrid debt of any kind (convertibles, warrants, etc.) or
debt  and  equity  combination  raised  at  100.0%  of the  market  price of the
Company's  common stock at the closing of such  transaction  for a period of two
(2) years.  These stocks shall be delivered on a cashless  exercise and issuable
from the investment closing date up to no more than five (5) years from the date
and upon exercise thereof.  The stock obtainable under these warrants shall have
"piggyback"  registration  rights on the next Registration  Statement filed with
the U. S. Securities and Exchange Commission after their issue.

                                       15
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

7. SUBSEQUENT EVENTS

Convertible debentures

On July 7, 2005, the Company  entered into two  subscription  agreements for the
issuance of $100,000 of additional Series A Debentures.

On August 1, 2005, the Company signed a letter of intent with Spartan Securities
Group, Ltd who committed,  subject to certain  conditions and due diligence,  to
purchase up to $30,000,000 of securities convertible into shares of common stock
of the Company.  The securities under this agreement are convertible  debentures
at an  interest  rate of 7% per  year  and a  maturity  date of two  years  from
issuance.  The agreement also includes  1,000,000 warrants to purchase shares to
the Company's common stock at $0.075 per share for three years.

Equity Transactions:

During the  period  July 1, 2005  through  August 3, 2005 the  following  equity
transactions occurred:

      o     The  Company  issued   2,170,000  shares  of  its  common  stock  in
            consideration for professional  services performed and consideration
            for employee compensation.

      o     The  Company   issued   208,514   shares  of  its  common  stock  in
            consideration for professional services performed.

      o     The Company  issued  warrants  to  purchase up to 25,000  shares its
            common stock.

                                       16
<PAGE>

PART I. CONDENSED FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The   discussion   in  this   document   contains   trend   analysis  and  other
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve risks and uncertainties,  such as statements concerning
growth and future  operating  results;  developments  in markets  and  strategic
focus; new products and product technologies; and future economic, business, and
regulatory conditions. Such forward-looking statements are generally accompanied
by words such as "plan", "estimate",  "expect",  "believe",  "should",  "would",
"could",  "anticipate",  "may" and other words that convey uncertainty of future
events or outcomes.  These forward-looking  statements and other statements made
elsewhere  in  this  report  are  made in  reliance  on the  Private  Securities
Litigation  Reform Act of 1995. The section below entitled "Certain Factors That
May Affect Future Results,  Financial  Condition and Market Price of Securities"
sets forth material factors that could cause actual results to differ materially
from these statements.

RESULTS OF OPERATIONS
Three Months Ended June 31, 2005 and June 31, 2004

Revenues: Revenues for the three months ended June 30, 2005 amounted to $75,096,
compared to $50,000 for the three months ended June 30, 2004. The current period
revenues  were  derived  from a  license  agreement  related  to the  commercial
application of the Company's technologies. The prior year period's revenues were
derived from a $150,000 firm,  fixed-price  contract (including a $50,000 option
that was  exercised)  with the U.S.  Department  of Defense for use of our fully
automated  NetGet (C)  Internet  decryption  service.  The Company has  recorded
revenue on this firm-fixed  price contract on a straight-line  basis, as earned,
based upon the contract  performance  period of three months.  The straight-line
basis was considered  appropriate  for this contract  because our  deliverables,
consisting solely of  computer-generated  activity reports, are delivered to the
customer  on a daily  basis over the three month  period  contracted.  While the
Company expects future revenue  producing  government  contracts,  no additional
contracts have been executed at this date.

Cost of contract revenue:  Costs of contract revenue are immaterial.  This trend
reflects  the  near  fully  automated  process  of the  Company's  Net  Get  (C)
Decryption Process. NetGet (C) was deployed for Department of Defense Contracts.
This technology was developed to be a fully automated, Internet-based technology
that monitors  customer-provided  web-pages, or URL's, for terrorist or criminal
activities.  The  Department of Defense  provided the Company with the URL's for
this  contract  which are  monitored  and reported to the  customer.  Therefore,
direct costs  associated with this contract are minimal.  Future  contracts,  if
any, will be contracted to the customers' specific  requirements and may require
production,  development,  other services or enhanced  scope.  As a result,  any
future contracts may require additional direct resources and cost, which will be
recorded as the revenues are earned.

                                       17
<PAGE>

Consulting and professional  services:  Consulting and professional services for
the three  months  ended June 30,  2005  amounted  to  $378,346,  compared  to a
$565,371 for the three months ended June 30, 2004. The decrease was attributable
to the reduction in the engagement of firms to raise capital, assist in contract
negotiation and acquisition and assist in seeking  strategic  merger/acquisition
candidates.  During the three months ended June 30, 2005,  these  expenses  were
largely paid with equity securities that were valued at the closing market price
on the date  issued  or,  in the  case of  warrants,  using  the  Black  Scholes
Valuation Model (see Note 5 to the Condensed Financial Statements). There can be
no assurances that equity will be acceptable to the Company's  consultants on an
extended basis.

Salaries and  related:  Salaries and related for the three months ended June 30,
2005  amounted to $511,591  compared to $422,041 for the three months ended June
30,  2004.  The  increase  relates to a higher  head count  compared to the same
period last year.

General  and  administrative  expenses:   General  and  administrative  expenses
amounted to  $258,485  for the three  months  ended June 30,  2005,  compared to
$78,919  for the three  months  ended June 30,  2004.  The  increase  is largely
attributable to the issuance of options to Directors,  the penalty on the Nutmeg
Subscription  Agreement  and  increased  travel  expenses  necessary  to  access
customers.

Depreciation and amortization:  Depreciation and amortization amounted to $3,035
for the three  months  ended  June 30,  2005,  compared  to $1,940 for the three
months ended June 30, 2004.  The increase was  attributable  to higher levels of
fixed  assets in the current  period.  While the Company has no  commitments  to
acquire property and equipment,  significant  levels of future revenue producing
contracts,  if any, will require  comparable  significant  investments  in fixed
assets.

Other income  (expense):  Other income (expense)  amounted to $(932,409) for the
three months ended June 30, 2005,  compared to  ($181,780)  for the three months
ended June 30, 2004. The components of other income (expense) are as follows for
the three months ended June 30, 2005 and 2004:

                                                   2005         2006
                                                 ---------    ---------
Other income (expense)
            Interest income (expense), net (a)   $     449    $  (1,780)
            Extinguishment losses (b)             (230,858)          --
            Derivative loss (c)                   (702,000)    (180,000)

(a) Interest expense is expected to increase  substantially over the next twelve
month period due to the amortization of approximately $255,000 of debt discounts
associated  with the Series A Debentures as discussed in Note 4 to the financial
statements.

(b) Extinguishment losses consist of two items. The excess of the aggregate fair
value of Series A Debentures  and warrants  issued  (amounting to $339,858) over
the carrying value of the debt  extinguished  was recorded as an  extinguishment
charge of $214,858.  In addition,  the  extinguishment  of notes  payable with a
carrying  value of $50,000 with Common  Stock  having a trading  market value of
$66,000 resulted in an extinguishment loss of $16,000.

                                       18
<PAGE>

(c) The Company  accounts for derivative  financial  instruments  indexed to and
potentially  settled in, its own stock in accordance  with Emerging  Issues Task
Force  Consensus  No.  00-19,  which  provides  that  if the  number  of  shares
deliverable in a transaction be indeterminable, that said shares be presented as
a liability in the balance  sheet.  Further,  the liability is to be measured at
fair value until such time as the  obligation  is settled.  The shares issued in
connection  with the Nutmeg  Subscription  Agreement  discussed in Note 5 to the
condensed  financial  statements are derivative  transactions and, as such, have
been presented in the accompanying condensed balance sheets as liabilities.  The
change in the fair value of this liability at each  financial  reporting date is
and will continue to be charged to operations until settled.

Preferred stock dividends and  accretions:  Preferred stock dividends  relate to
cumulative dividend features associated with the Company's Series A and Series B
Preferred  Stock.  Preferred  stock  accretions  relate to the  amortization  of
discounts associated with beneficial conversion features on the Company's Series
A and  Series B  Preferred  Stock.  Preferred  stock  dividends  and  accretions
decreased  from  $128,649  during the three month  period ended June 30, 2004 to
$837  during  the three  month  period  ended June 30,  2005.  The  decrease  in
preferred stock dividends and accretions  between periods is attributable to the
conversions  of Series A and Series B preferred  stock  during the prior  fiscal
year. For purposes of computing loss  attributable to common  stockholders,  net
loss is reduced by preferred stock dividends and accretions.

LIQUIDITY AND CAPITAL RESOURCES

GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLANS

The preparation of financial  statements in accordance  with Generally  Accepted
Accounting  Principles  contemplates  that the Company will  continue as a going
concern.  As noted  in the  accompanying  condensed  financial  statements,  the
Company  incurred  a net loss of  $(2,008,770)  and used cash of  $(333,611)  in
conducting  its  operations.  In  addition,  the Company  has a working  capital
deficiency of $(2,436,365).  These recurring  conditions raise substantial doubt
about the Company's ability to continue as a going concern.

While operating cash flows for the remaining  periods in fiscal year ended March
31, 2006 are not projected to be sufficient to sustain the Company's, management
currently  believes that  existing  cash  reserves of $324,200,  coupled with an
outstanding  contingent commitment for approximately $750,000 in connection with
the  Nutmeg  Subscription  Agreement  (see  Note  5 to the  Condensed  Financial
Statements),  and proceeds of $100,000  from  subsequent  offering (see Note 7),
will be  sufficient  to fund  operating  deficits for a period of  approximately
twelve to eighteen months. Management considered the following specific elements
of its  internal  projections  in making its  conclusions  about its  ability to
continue for approximately twelve to eighteen months:

      a.    Management does not believe that the significant  level of cash used
            in operations during the three months ended June 30, 2005 ($333,611)
            is  indicative  of cash  flow  usage  during  the next  four  fiscal
            quarters.  While payments on accounts  payable and accrued  expenses
            will  continue in the normal  course of business,  such payments are
            not  expected to be at the level  reflected in the  Company's  first
            quarter operations.

                                       19
<PAGE>

      b.    Certain vendors continue to accept the Company's  equity  securities
            for  compensation  for their  services,  which has  helped  and will
            continue to help preserve cash.  While such non-cash  expense is not
            currently expected to be as high in the near term future quarters as
            during the current quarter,  based upon ongoing discussions with the
            vendors,  management believes that they will continue to accept such
            securities in the foreseeable future.

      c.    Management does not currently project expending  significant  levels
            of cash to acquire  equipment to support  revenue  growth during the
            next four fiscal  quarters.  Equipment  necessary  for the Company's
            contracts  principally  relates  to  computer  equipment,  which  is
            projected to be sufficient for the foreseeable future.  However, the
            nature of  contracts  awarded in the future,  if any,  may result in
            additional   modifications   and  expenditures  at  the  request  of
            customers.

      d.    The Company's working capital deficiency of $(2,436,365)  includes a
            stock  settlement  liability of $2,120,000  that can be settled with
            registered  equity  securities upon the  effectiveness  of a related
            registration statement. However, obtaining an effective registration
            statement is presumed not to be within management's  control. In the
            event  that an  effective  registration  statement  related to these
            instruments  can not be obtained,  management  believes  that it can
            renegotiate  the terms of the underlying  instruments to provide for
            fulfillment with equity  securities of the Company.  There can be no
            assurances,  though,  that  management  would be  successful in such
            negotiations.

      e.    Finally,  management believes that, in the event necessary,  certain
            operating  expenses can be  curtailed.  These  expenses  principally
            related to employment costs.

During the  remainder of fiscal year ended March 31, 2006,  management  plans to
continue to promote the U.S.  Department of Defense and  Commercial  uses of its
technologies.  However,  there can be no assurances that the Company can execute
revenue producing contracts under acceptable terms and conditions.

Subsequent to the fiscal  quarter  close,  the company  signed a term sheet that
includes significant conditions to closure, for a line of credit for $30 million
for use in  acquisitions.  There can be no assurance  that  management can close
this credit facility.  The company has contracted the services of consultants in
the  merger  and  acquisition  area  (See  Note  7 to  the  Condensed  Financial
Statements).  The company has identified a number of candidates for acquisition,
which are  strategically  valuable and provide accretive value to the company in
the defense,  security and / or commercial areas. There can be no assurance that
management can close a strategic merger or acquisition transaction.

The  Company's  ability to continue  as a going  concern is  dependent  upon the
preservation of existing cash reserves,  the receipt of the final traunch of the
Nutmeg Subscription Agreement (see Note 5 to the Condensed Financial Statements)
and,  ultimately,  the  achievement  of  profitable  operations.  The  condensed
financial statements do not include any adjustments that might arise as a result
of this uncertainty.

                                       20
<PAGE>

LIQUIDITY
June 30, 2005 compared to March 31, 2005

The Company  has working  capital  deficit of  $(2,436,365)  as of June 30, 2005
compared to  $(1,611,881)  as of March 31, 2005. Net working capital of $229,056
was generated from financing  activities during the quarter ended June 30, 2005,
consisting of proceeds the sale of common stock to third parties and  borrowings
under Convertible Debentures (See Note 4 to the Condensed Financial Statements).
The working capital generated from these financing  activities was diminished by
$(333,611)  and $(3,035) from operating and investing  activities  respectively.
Operating  activities  during the three  months  ended June 30,  2005  reflected
significant  continuing operating losses.

As more fully  described in Note 5 to the Condensed  Financial  Statements,  the
Company has received a contingent  commitment  from the Nutmeg Group for funding
of a final Traunch of $750,000,  less applicable  expenses (expenses were 15% of
total  proceeds  on the  first two  traunches),  upon the  effectiveness  of the
Registration  Statement filed on July 23, 2004.  There can be no assurances that
the  Registration  Statement  will be declared  effective by the  Securities and
Exchange Commission.

On July 7, 2005, the Company  entered into two  subscription  agreements for the
issuance of $100,000 of additional convertible debentures.

On April 14,  2005,  the Company  issued  550,000  shares of common stock to the
holder of the $50,000 note payable in lieu of the note repayment.

The Company  continues to carry  indebtedness of $166,783 that is being serviced
in accordance  with the original  terms and  conditions.  Principal and interest
payment terms on indebtedness are not expected to require significant amounts of
cash in the near term.

During  May  2005,  the  Company  issued  $290,000  face  value  of 9%  Series A
Redeemable Convertible Debentures, due May 2006 (the "Series A Debentures"). The
Series A Debentures  are  convertible at the option of the holder into shares of
Common Stock at a rate of $0.07 per share.  The trading market price on the date
of  issuance  of the Series A  Debentures  was $0.12,  resulting  in an embedded
beneficial  conversion  feature.  Series A Debenture holders were also issued an
aggregate  of  4,142,858  warrants to purchase  Common Stock at $0.07 per share,
over a five year term. The Series A Debentures and warrants were issued for cash
of $165,000 and the extinguishment of the unsecured notes amounting to $125,000.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheet arrangements of the types described in Item
303 (c) of Regulation SB.

                                       21
<PAGE>

PART I. CONDENSED FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report ("the Evaluation  Date"), our
management,  including our chief executive officer and chief financial  officer,
conducted an evaluation  ("Evaluation")  of the  effectiveness of the design and
operation  of our  disclosure  controls  and  procedures,  as  defined  in  Rule
13a-15(e) or Rule 15d-15(e)  under the  Securities  Exchange Act of 1934. In the
course of the Evaluation,  we identified  significant material weaknesses in our
internal disclosure controls and procedures.

The Company has had discussions  with the accounting  staff (the "Staff") of the
SEC with respect to (1) the valuation of equity  securities  issued to employees
and  non-employees and (2) the accounting and reporting for preferred stock that
had also included the issuance of warrants and beneficial  conversion  features.
After the Company's  discussions with the Staff, and after the Company consulted
with its independent  registered public accounting firm, the Company  determined
the need to restate its annual and  quarterly  financial  statements  for fiscal
2004 and for fiscal 2005.

Aidman, Piser & Company, P.A. advised AdZone that each of these internal control
deficiencies  constitute a material weakness as defined in Statement of Auditing
Standards  No.  60.  Certain  of  these  internal  control  weaknesses  may also
constitute  material  weaknesses  in our  disclosure  controls.  Management  has
considered the effects of the financial statement restatements on its evaluation
of disclosure  controls and  procedures  and has concluded  that  weaknesses are
present.  Our chief executive  officer and our chief financial officer concluded
that as of the Evaluation  Date our disclosure  controls and procedures were not
effective,  and as of the date of the filing of this amended  report,  our chief
executive  officer  and our chief  financial  officer  concluded  that we do not
maintain  disclosure  controls and  procedures  that are  effective in providing
reasonable  assurance that  information  required to be disclosed in our reports
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within the time periods  specified  in the SEC's rules and forms,  and
that  such  information  is  accumulated  and  communicated  to our  management,
including our chief executive officer and our chief financial officer,  to allow
timely decisions regarding required disclosure.

We are committed to improving our financial  organization.  However, the Company
does  not  possess  the  financial  resources  to  address  other  than the most
rudimentary  of accounting  and  reporting  requirements,  and therefore  relies
heavily on outside advisors.  The Company's  inability to independently  prepare
its  financial  reports  to  the  standards  of  Generally  Accepted  Accounting
Principles  and  the  Rules  and  Regulations  of the  Securities  and  Exchange
Commission rises to the level of a material weakness in internal control.

Management of the Company intends to promptly remediate this deficiency by:

(i)   acquiring the appropriate level of internal financial support

                                       22
<PAGE>

(ii)  accessing current  developments  training programs for financial employees
      and

(iii) providing   financial  employees  with  adequate  technical  resources  to
      research financial accounting and reporting requirements.

We currently  believe we will need to take  additional  steps to  remediate  the
above-referenced  material  weaknesses,  and we will  continue to  evaluate  the
effectiveness  of our  design  and  operation  of our  disclosure  controls  and
procedures on an ongoing basis, and will take further action as appropriate.

                                       23
<PAGE>

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

ADZONE is not a party to any pending legal proceedings,  and no such proceedings
are known to be  contemplated.  ADZONE  may be subject  to a claim  relating  to
certain previously leased facilities. In May 2000 ADZONE executed a 5-year lease
for  marketing  premises in the Empire  State  Building  in New York City.  This
office was closed prior to March 2001,  and ADZONE  surrendered  the premises to
the landlord.  The scheduled annual rental amount was approximately  $65,145 for
the period from May 1, 2000 through December 31, 2001; approximately $68,175 for
the period from  January 1, 2002  through  August 31,  2003;  and  approximately
$71,205  for  the  period  from  September  1,  2003  through  April  30,  2005.
Additionally,  ADZONE was  responsible for its pro-rata share of increases in ad
valorem taxes,  utilities,  insurance and common area  operating  costs over the
base year expenses.  The lease also provided that in the event of ADZONE's early
termination of the lease,  ADZONE would be responsible for supplemental  amounts
during  the  occupancy  period  using  the  effective  annual  rental  yield  of
approximately  $68,175  and the  amounts  actually  paid by  ADZONE.  ADZONE has
surrendered  all  security  deposits to the  landlord.  To date,  ADZONE has not
received  any notice from the  landlord  demanding  amounts  additional  to such
security deposits.  Management cannot provide you any assurances,  however, that
such demand may not be made in the future.

                                       24
<PAGE>

PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The securities  described below represent  AdZone  securities sold by it for the
period  starting  from April 1, 2005 to June 30,  2005 that were not  registered
under the Securities Act of 1933, as amended, all of which were issued by AdZone
pursuant to exemptions under the Securities Act.  Underwriters  were involved in
none of these transactions.

On April 14,  2005,  the Company  issued  550,000  shares of common stock to the
holder of a certain $50,000 principal amount promissory note in lieu of the note
repayment.

On July  18,  2005,  in light  of  current  projects  and  potential  contracts,
2,170,000 shares of common stock representing  continuity bonuses were issued to
employees,  consultants and others. The price of the shares issued was $0.07 per
share.

PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

On May 20, 2005,  the Company  issued 400,000 and 714,286 shares of common stock
for the purchase price of $0.0625 and $0.07 per share  respectively in a private
placement to two accredited investors.

SALES OF DEBT AND WARRANTS FOR CASH

In May 2005,  two long term debt notes  aggregating  $125,000 were  converted to
Series A Redeemable Convertible Debentures ("debentures"). The debentures mature
May 6, 2006, bear interest at 9%, and are  convertible at a conversion  price of
$.07 per  share  until  the  debentures  are paid in full.  Simultaneous  to the
issuance of the  debenture  agreement,  the Company also issued  warrants to the
same note holders to purchase an aggregate of 1,785,715  shares of the Company's
common stock at $.07 per share. These warrants expire on May 2, 2010.

In May 2005,  the Company  issued an additional  $165,000 of Series A Redeemable
Convertible Debentures.  The debentures mature May 5, 2006, bear interest at 9%,
and are convertible at a conversion price of $.07 per share. Simultaneous to the
issuance of the  debenture  agreement,  the Company also issued  warrants to the
same note holders to purchase an aggregate of 2,192,858  shares of the Company's
common stock at $.07 per share. These warrants expire on May 5, 2010.

OPTION GRANTS

On April 22,  2005,  there  were  12,950,000  options  granted to  officers  and
directors of the Company as compensation for services performed on behalf of the
Company, at exercise prices ranging from $0.20 to $3.00 per share. These options
expire on April 22, 2011.

                                       25
<PAGE>

The  issuance of the  aforementioned  securities  was exempt  from  registration
requirements  of the  Securities  Act of 1933  pursuant to Section  4(2) of such
Securities  Act  and  Regulation  D  promulgated   thereunder   based  upon  the
representations  of each of the purchasers that it was an "accredited  investor"
(as defined  under Rule 501 of  Regulation  D) and that it was  purchasing  such
securities  without a present view toward a distribution of the  securities.  In
addition,  there was no general  advertisement  conducted in connection with the
sale of the securities.

                                       26
<PAGE>

PART II. OTHER INFORMATION
ITEM 3. DEFAULTS ON SENIOR SECURITIES

NONE.

                                       27
<PAGE>

PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ADZONE has not conducted any meetings of shareholders during the current quarter
or periods subsequent thereto.

                                       28
<PAGE>

PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION

NONE.

                                       29
<PAGE>

PART II. OTHER INFORMATION
ITEM 6. EXHIBITS

      (a)   Exhibits

                  The exhibits in the  accompanying  Exhibit Index were filed as
                  part of the original Quarterly Report on Form 10-QSB.

                                       30
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

ADZONE RESEARCH, INC.

/s/ Charles Cardona   Chief Executive Officer,                   August 19, 2005
-------------------   Principal Accounting Officer and Director
Charles Cardona

                                       31

<PAGE>

ADZONE RESEARCH, INC.
EXHIBIT INDEX

Exhibit
-------

3.1   Certificate of Incorporation **

3.2   By-Laws **

10.1  Consulting  Agreement  dated as of October 26, 2001 with  Theresa A. Kober
      ***

10.2  Consulting Agreement dated as of November 2, 2001 with Blanchfield,  King,
      Kober & Company, P.C. +

10.3  Consulting Agreement dated as of Thomas F. Gavin

10.4  Consulting  Agreement  dated as of  February  5, 2002  with  International
      Standard Consulting Corporation +++

10.5  Employment  Agreement  dated  February 5, 2004 with  Charles  Cardona 10.6
      Employment  Agreement  dated as of February 5, 2004 with John Cardona 10.7
      Systems  Integration  Agreement  dated  as of June 21 2002  with  Raytheon
      Company

10.8  A-K Consulting  agreements with Kyle Kennedy Dated Aug. 19, 2002 - May 22,
      2003

10.9  Stipulation of Settlement with Sheldon Katz , Sept. 2002

10.10 Multimedia Web Site design contract with Jason Genet dated Oct. 16, 2002

10.11 Investment Banking Agreement with Spartan Securities dated Nov. 27, 2002

10.12 Agreement to borrow shares for stock loans dated Mar. 7, 2003

10.13 Joint Marketing agreement with Sarnoff Corp. dated Mar. 3, 2003

10.14 Warrant agreement with Tom Gavin dated Mar. 12, 2003

10.15 Agreement with Boeing Autometric Division dated April 2003.

31.1  Certification  by Chief  Executive  Officer  and  Acting  Chief  Financial
      Officer pursuant to Sarbanes Oxley Section 302.

32.1  Certification  by Chief  Executive  Officer  and  Acting  Chief  Financial
      Officer pursuant to 18 U.S. C. Section 1350

* Incorporated by reference to Exhibit 2 to the Registrant's  Report on Form 8-K
filed with the Securities and Exchange Commission on September 21, 2001.

** Incorporated by reference to the same exhibit number in the Registrant's Form
10SB12G filed with the Securities and Exchange Commission on December 30, 1999.

*** Incorporated by reference to Exhibit 101 to the Registrant's  Form S-8 filed
with the Securities and Exchange Commission on December 13, 2001.

+ Incorporated by reference to Exhibit 10.2 to the  Registrant's  Form S-8 filed
with the Securities and Exchange Commission on December 13, 2001.

++ Incorporated by reference to Exhibit 10.1 to the Registrant's  Form S-8 filed
with the Securities and Exchange Commission on January 28, 2002.

+++ Incorporated by reference to Exhibit 10.1 to the Registrant's Form S-8 filed
with the Securities and Exchange Commission on February 21, 2002.

                                       32