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 SEPTEMBER 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 [_].

Indicate by check whether the registrant is a shell company (as defined in rule
12b of the Exchange Act) yes (_) no (X)

                      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:122,075,993 common shares, $.001
par value, as of November 10, 2005.

Transitional small business disclosure format (check one): Yes [_] No [X]


<PAGE>

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

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2005
              AND MARCH 31, 2005                                               3
         UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE
         SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004              4-5
         UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2005                      6
         UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE
         SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004                        7-8
         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                     9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                 20
ITEM 3.  CONTROLS AND PROCEDURES                                              25

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                    27
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          28
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                      29
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  30
ITEM 5.  OTHER INFORMATION                                                    31
ITEM 6.  EXHIBITS                                                             32

SIGNATURES                                                                    33


                                       2
<PAGE>

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

                                                    September 30,    March 31,
                                                       2005            2005
                                                   (unaudited)       (audited)
                                                   ------------    ------------

ASSETS
Current assets:
   Cash                                            $    216,052    $    431,790
   Accounts  receivable                                   1,648           8,755
   Assets restricted for dividend payments              135,000         202,503
   Prepaid expenses and other                            52,016          59,501
   Loan receivable                                       20,000              --
                                                   ------------    ------------
Total current assets                                    424,716         702,549

Property and equipment, net                              37,565          25,200
Other assets                                              1,991             176
                                                   ------------    ------------
Total assets                                       $    464,272    $    727,925
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                $     36,349    $     46,049
   Accrued compensation                                 320,513          98,244
   Accrued expenses                                     128,540         367,305
   Accrued dividend payable                             135,000         202,503
   Deferred revenue                                          --         132,329
   Current note payable                                      --          50,000
   Current maturities of long-term debt                 370,093              --
   Stock settlement liability                         2,610,000       1,418,000
                                                   ------------    ------------
Total current liabilities                             3,600,495       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                                         112,864          98,144
   Common stock to be issued                             20,000              --
   Additional paid-in capital                        12,149,221       9,751,311
   Accumulated deficit                              (15,415,376)    (11,730,947)
   Other stockholders' equity                           (46,401)        (40,265)
                                                   ------------    ------------
Total stockholders' deficit                          (3,136,223)     (1,878,288)
                                                   ------------    ------------
Total liabilities and stockholders' deficit        $    464,272    $    727,925
                                                   ============    ============

See accompanying notes.


                                       3
<PAGE>

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

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

Net contract revenues                            $     139,703    $     150,000
                                                 -------------    -------------

Operating costs and expenses:
   Cost of contract revenues                                --           42,000
   Consulting and professional services                733,938          912,205
   Salaries and related costs                        1,067,478          757,481
   General and administrative                          415,984          252,062
   Depreciation and amortization                         7,320            3,881
                                                 -------------    -------------
                                                     2,224,720        1,967,629
                                                 -------------    -------------
Loss from operations                                (2,085,017)      (1,817,629)

Other income (expense)
         Interest income (expense)                    (174,780)          (3,567)
         Extinguishment losses                        (230,858)              --
         Derivative loss                            (1,192,000)        (550,000)
                                                 -------------    -------------
Net loss                                         $  (3,682,755)   $  (2,371,196)
                                                 -------------    -------------

Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                      $  (3,682,755)   $  (2,371,196)
   Preferred stock dividends and accretion:
         Preferred stock accretion                          --         (116,214)
         Preferred stock dividends paid                 (1,674)         (50,340)
                                                 -------------    -------------
    Loss applicable to common stockholders       $  (3,684,429)   $  (2,537,750)
                                                 =============    =============

Loss per common share;
      Basic and diluted loss per common share    $       (0.04)   $       (0.03)
                                                 =============    =============

Shares used in computing basic and diluted
       loss per common share                       102,941,956       76,836,416
                                                 =============    =============

See accompanying notes


                                       4
<PAGE>

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

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

Net contract revenues                            $      64,607    $     100,000
                                                 -------------    -------------

Operating costs and expenses:
     Cost of contract revenues                              --           32,000
   Consulting and professional services                355,592          346,834
   Salaries and related costs                          555,887          345,440
   General and administrative                          157,499          173,143
   Depreciation and amortization                         4,285            1,941
                                                 -------------    -------------
                                                     1,073,263          899,358
                                                 -------------    -------------
Loss from operations                                (1,008,656)        (799,358)

Other income (expense)
         Interest income (expense)                    (175,329)          (1,787)
         Derivative loss                              (490,000)        (370,000)
                                                 -------------    -------------
Net loss                                         $  (1,673,985)   $  (1,171,145)
                                                 =============    =============

Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                      $  (1,673,985)   $  (1,171,145)
   Preferred stock dividends and accretion:
         Preferred stock accretion                          --
         Preferred stock dividends paid                   (837)         (37,905)
                                                 -------------    -------------
   Loss applicable to common stockholders        $  (1,674,822)   $  (1,209,050)
                                                 =============    =============

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                           105,636,352       80,970,752
                                                 =============    =============

See accompanying notes.


                                       5
<PAGE>

                              ADZONE RESEARCH, INC.
             UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                       SIX MONTHS ENDED SEPTEMBER 30, 2005

<TABLE>
<CAPTION>
                               Preferred Stock        Common Stock
                             ------------------ -------------------------     Paid-in     Accumulated
                             Shares    Amount       Shares      Amount        Capital       Deficit       Other         Total
                             ------- ---------- ------------- ----------- ------------- --------------- ----------- --------------
<S>                            <C>    <C>        <C>           <C>         <C>           <C>              <C>         <C>
Balances, March 31, 2005       3.12   $ 43,469    98,144,253    $ 98,144   $ 9,751,311   $ (11,730,947)  $ (40,265)   $ (1,878,288)

Issuance of common stock
  for:
     Cash                                          2,714,286       2,714       152,286                      20,000         175,000
     Employee compensation                         4,465,000       4,465       544,768                                     549,233
     Exercise of employee
       stock options                               2,046,000       2,046       127,592                                    129,638
     Cashless exercise of
       warrants                                    1,300,162       1,300       (1,300)                                          --
     Professional services
       (including $16,650
       related to
       capital improvements)                       3,645,014       3,645       401,473                                     405,118
Issuance of options for
  employee compensation                                                         68,500                                      68,500
Debt extinguishment                                  550,000         550        65,450                                      66,000
Preferred stock
  dividends paid                                                                                (1,674)                     (1,674)
Issuance of warrants
  for services                                                                 469,426                                     469,426
Warrants issued, and
  beneficial conversion
  feature associated
  with debentures                                                              354,857                                     354,857
Warrants issued in
  connection  with
  debt extinguishment                                                          214,858                                     214,858
Unrealized loss on
  marketable securities                                                                                     (6,136)         (6,136)
Net loss                                                                                    (3,682,755)                 (3,682,755)
                             ------- ---------- ------------- ----------- ------------- --------------- ----------- --------------
Balances, September 30, 2005   3.12   $ 43,469   112,864,715   $ 112,864   $12,149,221   $ (15,415,376)   $(26,401)   $ (3,136,223)
                             ======= ========== ============= =========== ============= =============== =========== ==============
</TABLE>

See accompanying notes.


                                       6
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                       September 30,  September 30,
                                                           2005          2004
                                                       (unaudited)    (unaudited)
                                                       -----------    -----------
<S>                                                    <C>            <C>
OPERATING ACTIVITIES
Net loss                                               $(3,682,755)   $(2,371,196)
Adjustments to reconcile net loss to net cash flows
   from operating activities:
     Depreciation expense                                    7,320          3,881
     Derivative loss                                     1,192,000        550,000
     Extinguishment losses                                 230,858             --
     Stock based compensation;
            Professional services                          857,894        964,289
            Salaries, wages and bonuses                    617,733         83,265
     Amortization of debt discount                         168,167             --
     Deferred revenue                                     (132,329)            --
     Changes in operating assets and liabilities:
         Accounts receivable                                 7,107       (157,378)
         Prepaid expenses and other current assets           1,349        106,637
         Other assets                                           --         25,110
         Accounts payable and accrued expenses             (26,196)      (297,854)
                                                       -----------    -----------
Net cash flows from operating activities                  (758,852)    (1,093,246)
                                                       -----------    -----------

INVESTING ACTIVITIES
Purchases of equipment                                      (3,035)       (13,351)
Issuance of loan receivable                                (20,000)            --
                                                       -----------    -----------
Net cash flows from investing activities                   (23,035)       (13,351)
                                                       -----------    -----------

FINANCING ACTIVITIES
Proceeds from sales of common stock and warrants,
  net of $0 and $150,000 of offering expenses              175,000        101,683
Proceeds from stock settlement liability                        --        950,000
Proceeds from issuance of  long-term debt                  265,000             --
Proceeds from the exercise of employee stock options       129,638        293,063
Cash paid to redeem preferred stock                             --        (76,744)
Cash paid for preferred stock dividends                     (1,674)       (50,340)
Increase in restricted cash                                 (1,815)            --
Payments on principal received from notes payable               --        (12,281)
                                                       -----------    -----------
Net cash flows from financing activities                   566,149      1,205,381
                                                       -----------    -----------

Net increase (decrease) in cash                           (215,738)        98,784
Cash at beginning of period                                431,790        622,797
                                                       -----------    -----------
Cash at end of period                                  $   216,052    $   721,581
                                                       ===========    ===========
</TABLE>

See accompanying notes.


                                       7
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

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

SUPPLEMENTAL DISCLOSURES

Cash paid for interest                               $ 10,768      $       --
                                                     --------      ----------

SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING
  AND FINANCING ACTIVITIES:

Property and equipment acquired through
  issuance of common stock                           $ 16,650      $       --
                                                     --------      ----------

Note payable satisfied through issuance of
  common stock                                       $ 50,000      $       --
                                                     --------      ----------

Warrants issued and beneficial conversion feature
  associated with debentures                         $254,857      $       --
                                                     --------      ----------

Debt extinguished through issuance of debentures     $125,000      $       --
                                                     --------      ----------

Property dividend                                    $ 12,273      $       --
                                                     --------      ----------

See accompanying notes.


                                       8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 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 six months ended September 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 six month period ended September 30, 2004 were
concentrated with the United States Department of Defense and related agencies.
Revenues during the six month period ended September 30, 2005 were concentrated
with one commercial licensure contract.

Certain accounting policies:

Revenue recognition:

The Company derived $150,000 of revenues during six-month period ended September
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 derived $132,029 of revenues
during the six-month period ended September 30, 2005 under licensing
arrangements for commercial applications of the Company's technologies. Revenue
is recognized ratably over the term of the agreement. In addition, the Company
derived $7,374 from its cyber security division.

Assets restricted for dividend payments:

This caption consists of 1,350,000 shares of the Justice Fund valued at $135,000
at September 30, 2005 which is restricted as property dividends, that has been
declared.


                                       9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 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 financial statements are such derivative transactions
due to the Company's obligation to deliver registered shares, which cannot 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 $(3,682,755) and used cash of $(758,852) in
conducting its operations during the six months ended September 30, 2005. In
addition, the Company has a working capital deficiency of $(3,175,779) as of
that date. These 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 $216,052, 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 six months ended September 30, 2005 of
            ($758,852) is indicative of cash flow usage during the next four
            fiscal quarters.

      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 six months, based upon ongoing discussions with
            the vendors, management believes that they will continue to accept
            such securities in the foreseeable future.


                                       10
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 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 $(3,175,779) includes a
            stock settlement liability of $2,610,000 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 are 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 statements do not include
any adjustments that might arise as a result of this uncertainty.

3. NOTE PAYABLE

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.


                                       11
<PAGE>

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

4. LONG-TERM DEBT

Long-term debt consists of the following at September 30, 2005 and March 31,
2005:

<TABLE>
<CAPTION>
                                                                                  September 30,  March 31,
                                                                                      2005         2005
                                                                                    ---------    ---------
<S>                                                                                 <C>          <C>
Face value $290,000, 10% Series A Convertible Debentures (a)                        $ 140,138    $      --

Face value $100,000, 10% Series A Convertible Debenture (b)                            63,172           --

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
                                                                                    ---------    ---------
                                                                                      370,093      291,783
Less current maturities                                                              (370,093)          --
                                                                                    ---------    ---------
                                                                                    $      --    $ 291,783
                                                                                    =========    =========
</TABLE>

(a)   During May 2005, the Company issued $290,000 face value of 10% 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, $104,211 of proceeds were allocated
      to the warrants and recorded as paid in capital. The resulting debt
      discount was amortized to the earliest date the debenture was


                                       12
<PAGE>

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

4. LONG-TERM DEBT (Continued)

      convertible, which was during the six months ended September 30, 2005. The
      remaining $36,842 applies to the beneficial conversion feature which is
      amortized using the effective interest method over the remaining term of
      the debt. The amortization of the debt discount from the warrants and
      beneficial conversion feature charged to interest expense for the quarter
      ended September 30, 2005 was $104,308.

      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 interest
      method. The amortization of the debt discount associated with the
      beneficial conversion feature was $ 116 for the six month period ended
      September 30, 2005.

(b)   During July 2005, the Company issued $100,000 face value of 10%
      convertible debentures due July 7, 2006. The debentures are convertible
      into shares of the Company's common stock based on certain beneficial
      ownership percentages as defined. In addition, the debenture holders
      received 1,428,572 warrants to purchase the Company's stock at $0.07 per
      share. The market price on the date of issuance was $0.12. The warrants
      expire five years from the date of issuance.

      The proceeds of $100,000 were allocated to the debentures and warrants
      based upon the relative fair values. The warrants were valued at $63,158
      and were amortized to the earliest date the debenture was convertible
      which was during the quarter ended September 30, 2005. The fair value of
      the warrants was determined using the Black Scholes Valuation Model. The
      remaining $36,842 applies to the beneficial conversion feature which is
      amortized using the effective interest method over the debt term. The
      relative fair value of the warrants and the beneficial conversion feature
      is greater than the fair value of the debt, resulting in a debt discount
      of $100,000. Amortization for the six month period ended September 30,
      2005 was $63,172.


                                       13
<PAGE>

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

5.  STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the six month period ended September 30, 2005, the Company issued
14,720,462 shares of common stock, as follows: 2,714,286 shares for cash
proceeds of $175,000; 1,300,162 shares for the exercise of warrants in a
cashless transaction; 3,645,014 shares for consulting and non-employee related
services; 550,000 shares in liquidation of a note payable, 4,465,000 shares for
employee related services, and 2,046,000 shares for the exercise of employee
stock options. . The Company recorded stock-based compensation during the six
months ended September 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 $405,118 for consulting and non- employee related
services and $549,233 for employee related services. These charges are included
in Consulting and Professional Services and Salaries and related costs in the
accompanying unaudited condensed statements of operations.

During the six months ended September 30, 2005, the Company issued warrants to
acquire 6,295,716 shares of common stock, as follows: 5,571,430 warrants to the
Company's convertible debenture holders (see Note 4) and 724,286 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 $250,660 is included in the caption Consulting and
Professional Services in the accompanying statement 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 six months ended September 30, 2005 at 360% and 3.0%, respectively.)

The Company placed 7,500,000 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 six months ended September 30, 2005, the Company granted stock
options to acquire an aggregate 11,350,000 shares of common stock to the
Company's Chief Executive Officer, Chief Operating Officer and Executive Vice
President. Also, during the six months ended September 30, 2005, the Company
granted stock options to acquire an aggregate of 1,600,000 shares of common
stock to the Company's Directors. These options are exercisable at exercise
prices ranging from $0.125 to $3.00 per share and will expire on April 20, 2011.

During the six months ended September 30, 2005, the Company granted stock
options to acquire an aggregate 4,050,000 shares of common stock to its
employees. These options are exercisable


                                       14
<PAGE>

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

5.  STOCKHOLDERS' EQUITY(Continued)

ISSUANCES OF STOCK OPTIONS (continued)

at a $.01 discount to the lowest bid price of the common stock of the Company on
the day of exercise.

The Company accounts for stock options to employees using the intrinsic method
and to non-employees and to directors using the fair-value method. The intrinsic
method resulted in compensation expense of $68,500 related to the employee stock
options for the six months ended September 30, 2005. The fair value of the
Director stock options, applying the Black-Scholes methodology, amounted to
$208,000, which is being amortized into expense over a six-month period of
performance. Amortization of this award during the six months ended September
30, 2005 amounted to $218,766.

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. Amortization of all
sources of deferred compensation during the period amounted to $149,945.
Deferred compensation related to future periods as of September 30, 2005
amounted to $438,924.

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 $50,000 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 a) $.20per share, b)
57% of the average closing bid price for common stock on the two trading days
immediately prior to closing on the sale or c) 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 September 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


                                       15
<PAGE>

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

5.  STOCKHOLDERS' EQUITY (CONTINUED)

NUTMEG SUBSCRIPTION AGREEMENT (Continued)

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 September 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 September 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 September 30, 2005 is included in liabilities.

At September 30, 2005 and 2004, the Company measured the value of the shares to
be issued under the Subscription Agreement through September 30, 2005 and 2004,
respectively, based on the Company's closing bid price at September 30, 2005 and
2004 respectively, compared to the actual shares issued. As a result of this
measurement, an additional $1,192,000 and $550,000 was charged to operations in
the caption Derivative Loss during the six months ended September 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 six months ended September 30, 2005
and 2004, as required by Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure:

<TABLE>
<CAPTION>
                                                                               September 30,     September 30,
                                                                                   2005              2004
                                                                                -----------       -----------
<S>                                                                             <C>               <C>
Loss applicable to common shareholders, as reported                             $(3,684,429)      $(2,537,750)
Stock-based employee compensation, as reported                                      617,733         1,047,554
Stock-based employee compensation under the fair value method                    (2,290,967)       (2,858,845)
                                                                                -----------       -----------
Pro-forma loss applicable to common shareholders under fair value method        $(5,357,663       $(4,349,041)
                                                                                ===========       ===========
Loss applicable to common shareholders per share, as reported                   $     (0.04)      $     (0.03)
                                                                                ===========       ===========
Pro-forma  loss applicable to common stockholders per share under fair
  value method                                                                  $     (0.05)      $     (0.04)
                                                                                ===========       ===========
</TABLE>


                                       16
<PAGE>

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

6. COMMITMENTS AND CONTINGENCIES

LITIGATION: AdZone is 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.

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


                                       17
<PAGE>

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

6.       COMMITMENTS AND CONTINGENCIES (continued)

Investment Banking Agreement (continued)

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.

Convertible 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 of
the Company's common stock at $0.075 per share for three years.

7. SUBSEQUENT EVENTS

Equity Transactions:

During the period October 1, 2005 through November 10, 2005 the following equity
transactions occurred:

      o     On October 18, 2005, 2,675,000 shares of common stock were issued to
            employees, directors and others as compensation. The price of the
            shares issued was $0.044 per share.

      o     The Company issued 1,494,864 shares of its common stock in
            consideration for professional services performed by unrelated third
            parties.

      o     The Company issued warrants to purchase up to 50,000 shares of its
            common stock.


                                       18
<PAGE>

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

7.  SUBSEQUENT EVENTS (continued)

Equity Transactions: (continued)

      On October 5, 2005 the Company received $100,000 from the issuance of
      secured convertible debentures and warrants to the Nutmeg Group.


                                       19
<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

Six Months Ended September 30, 2005 and September 30, 2004

Revenues: Revenues for the six months ended September 30, 2005 amounted to
$139,703, compared to $150,000 for the six months ended September 30, 2004. The
current period revenues were derived from a license agreement related to the
commercial application of the Company's technologies, and from its cyber
security division. 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 fixed
price contract on a straight-line basis, as earned, based upon the contract
performance period of six 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 six 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.


                                       20
<PAGE>

Consulting and professional services: Consulting and professional services for
the six months ended September 30, 2005 amounted to $733,938 compared to a
$912,205 for the six months ended September 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 six months ended September 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 six months ended September
30, 2005 amounted to $1,067,478 compared to $757,481 for the six months ended
September 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 $415,984 for the six months ended September 30, 2005, compared to
$252,062 for the six months ended September 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 $7,320
for the six months ended September 30, 2005, compared to $3,881 for the six
months ended September 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 $(1,597,638) for the
six months ended September 30, 2005, compared to ($553,567) for the six months
ended September 30, 2004. The components of other income (expense) are as
follows for the six months ended September 30, 2005 and 2004:

                                                 2005              2004
                                             -----------       -----------
    Other income (expense)
     Interest income (expense), net (a)      $  (174,780)      $    (3,567)
     Extinguishment losses (b)                  (230,858)               --
     Derivative loss (c)                      (1,192,000)         (550,000)

(a) Interest expense is expected to increase substantially over the next twelve
month period due to the amortization of approximately $187,000 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.


                                       21
<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
financial statements are derivative transactions and, as such, have been
presented in the accompanying balance sheet 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 $166,554 during the six month period ended September 30, 2004 to
$1,674 during the six month period ended September 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 $(3,682,755) and used cash of $(758,852) in
conducting its operations during the six months ended September 30, 2005. In
addition, the Company has a working capital deficiency of $(3,175,779) as of
that date. 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 $216,052, 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 six months ended September 30, 2005
            ($758,852) is indicative of cash flow usage during the next four
            fiscal quarters.


                                       22
<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 $(3,175,779) includes a
            stock settlement liability of $2,610,000 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.

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. 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 financial
statements do not include any adjustments that might arise as a result of this
uncertainty.


                                       23
<PAGE>

LIQUIDITY

September 30, 2005 compared to March 31, 2005

The Company has working capital deficit of $(3,175,779) as of September 30, 2005
compared to $(1,611,881) as of March 31, 2005. Net working capital of $566,149
was generated from financing activities during the six months ended September
30, 2005, consisting primarily of proceeds from the sale of common stock to
third parties, the exercise of stock options by employees and borrowings under
Convertible Debentures (See Note 4 to the Unaudited Condensed Financial
Statements). The working capital generated from these financing activities was
diminished by $(758,852) and $(23,035) from operating and investing activities,
respectively. Operating activities during the six months ended September 30,
2005 reflected significant continuing operating losses. Investing expenditures
related to upgrades in the Company's computer network and loans issued to third
parties.

As more fully described in Note 5 to the Unaudited Condensed Financial
Statements, the Company has received a 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 and amended November 4, 2004 and
October 31, 2005.. 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.

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 may require payment in the near term.

During May 2005, the Company issued $290,000 face value of 10% 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 July 2005, the Company issued $100,000 of 10% convertible debentures due July
2006 and warrants to purchase common stock. The debenture is convertible at the
option of the holder into shares of common stock based on beneficial ownership
percentages as defined. The warrants expire over a five year term. The
debentures and warrants were issued for $100,000 cash.

OFF BALANCE SHEET ARRANGEMENTS

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


                                       24
<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

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


                                       25
<PAGE>

(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.


                                       26
<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.


                                       27
<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 July 1, 2005 to September 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.

During July, 2005, the Company issued $100,000 face value of 10% convertible
debentures due July 7, 2006. The debentures are convertible into shares of the
Company's common stock based on certain beneficial ownership percentages as
defined. In addition, the debenture holders received 1,428,572 warrants to
purchase the Company's stock at $0.07 per share. The market price on the date of
issuance was $0.12. The warrants expire five years from the date of issuance.

On July 18, 2005, in light of current projects and potential contracts,
2,135,000 shares of common stock representing continuity bonuses were issued as
follows: (i) 1,755,000 shares to employees, (ii) 360,000 shares to directors and
(iii) 20,000 shares to consultants. The price of the shares issued was $0.08 per
share.

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.


                                       28
<PAGE>

PART II.  OTHER INFORMATION

ITEM 3. DEFAULTS ON SENIOR SECURITIES

NONE.


                                       29
<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.


                                       30
<PAGE>

PART II.  OTHER INFORMATION

ITEM 5. OTHER INFORMATION

NONE.


                                       31
<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.


                                       32
<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,          November 18, 2005
---------------------------  Principal Accounting Officer
Charles Cardona              and Director


                                       33
<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.