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 DECEMBER 31, 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 IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                            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: 157,167,221 common shares, $.001
par value, as of February 13, 2006.

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


<PAGE>

                              ADZONE RESEARCH, INC.
               FORM 10-QSB FOR THE PERIOD ENDED DECEMBER 31, 2005

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                21
ITEM 3.  CONTROLS AND PROCEDURES                                             27

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                   28
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
              PROCEEDS                                                       29
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                     30
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 31
ITEM 5.  OTHER INFORMATION                                                   32
ITEM 6.  EXHIBITS                                                            33


SIGNATURES                                                                   34


                                       2
<PAGE>

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

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

                                                   DECEMBER 31,      MARCH 31,
                                                       2005             2005
                                                   (UNAUDITED)       (AUDITED)

ASSETS
Current assets:
   Cash                                            $    255,977    $    431,790
   Accounts  receivable                                   1,892           8,755
   Assets restricted for dividend payments              126,532         202,503
   Prepaid expenses and other                           109,909          59,501
   Loan receivable                                       20,000              --
                                                   -----------------------------
Total current assets                                    514,311         702,549

Property and equipment, net                              37,919          25,200
Other assets                                              1,145             176
                                                   -----------------------------
Total assets                                       $    553,375    $    727,925
                                                   =============================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                $     49,554    $     46,049
   Accrued compensation                                 373,859          98,244
   Accrued expenses                                     225,404         367,305
   Accrued dividend payable                             126,532         202,503
   Deferred revenue                                     100,000         132,329
   Current note payable                                      --          50,000
   Current maturities of long-term debt                 373,502              --
   Stock settlement liability                         2,610,000       1,418,000
                                                   -----------------------------
Total current liabilities                             3,858,851       2,314,430
                                                   -----------------------------

Long-term debt, less current maturities                  78,262         291,783
                                                   -----------------------------

Commitments and contingencies (Note 6)                       --              --

Stockholders' deficit:
   Preferred stock                                       43,469          43,469
   Common stock                                         129,708          98,144

   Additional paid-in capital                        13,291,122       9,751,311
   Accumulated deficit                              (16,800,695)    (11,730,947)
   Other stockholders' equity                           (47,342)        (40,265)
                                                   -----------------------------
Total stockholders' deficit                          (3,383,738)     (1,878,288)
                                                   -----------------------------
Total liabilities and stockholders' deficit        $    553,375    $     727,925
                                                   =============================
See accompanying notes


                                       3
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                  NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,     DECEMBER 31,
                                                                            2005            2004
                                                                         (UNAUDITED)      (UNAUDITED)
<S>                                                                     <C>              <C>
Net contract revenues                                                   $     139,993    $     244,423
                                                                        ------------------------------

Operating costs and expenses:
     Cost of contract revenues                                                     --           42,000
   Consulting and professional services                                     1,353,633        1,367,954
   Salaries and related costs                                               1,370,721        1,041,161
   General and administrative                                                 775,520          520,726
   Depreciation and amortization                                               11,917            5,821
                                                                        ------------------------------
                                                                            3,511,791        2,977,662
                                                                        ------------------------------
Loss from operations                                                       (3,371,798)      (2,733,239)


Other income (expense)
         Interest expense, net                                               (272,581)         (62,134)
         Extinguishment losses                                               (230,858)              --
         Derivative loss                                                   (1,192,000)        (768,000)
                                                                        ------------------------------
Net loss                                                                $ (5,067,2372)   $  (3,563,373)
                                                                        ------------------------------

Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                                             $  (5,067,237)   $  (3,563,373)
   Preferred stock dividends and accretion:
         Preferred stock accretion                                                 --         (116,214)
         Preferred stock dividends paid                                        (2,511)         (61,060)
                                                                        ------------------------------
    Loss applicable to common stockholders                              $  (5,069,748)   $  (3,740,647)
                                                                        ------------------------------

Loss per common share;
      Basic and diluted loss per common share                           $       (0.05)   $       (0.05)
                                                                        ==============================

Shares used in computing basic and diluted loss per
       common                                                             106,138,337       80,123,404
share


Comprehensive loss:
       Net loss as reported                                             $  (5,067,237)   $  (3,563,373)
       Unrealized loss on available for sale securities                        (7,077)          (1,363)
                                                                        ------------------------------

Comprehensive loss                                                      $  (5,074,314)   $  (3,564,736)
                                                                        ------------------------------
</TABLE>

See accompanying notes


                                       4
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,     DECEMBER 31,
                                                                              2005            2004
                                                                          (UNAUDITED)      (UNAUDITED)
                                                                         ------------------------------
<S>                                                                      <C>              <C>
 Net contract revenues                                                   $         290    $      94,423
                                                                         ------------------------------
 Operating costs and expenses:

    Consulting and professional services                                       619,695          455,749
    Salaries and related costs                                                 384,979          283,680
    General and administrative                                                 277,200          268,664
    Depreciation and amortization                                                4,597            1,940
                                                                         ------------------------------
                                                                             1,286,471        1,010,033
                                                                         ------------------------------
 Loss from operations                                                       (1,286,181)        (915,610)

 Other income (expense)
          Interest expense, net                                                (97,801)         (58,567)
          Derivative loss                                                           --         (218,000)
                                                                         ------------------------------
 Net loss                                                                $  (1,383,982)   $  (1,192,177)
                                                                         ==============================

 Reconciliation of net loss to loss applicable
    to common stockholders:
    Net loss                                                             $  (1,383,982)   $  (1,192,177)
    Preferred stock dividends:

          Preferred stock dividends paid                                          (837)         (32,875)
                                                                         ------------------------------
    Loss applicable to common stockholders                               $  (1,384,819)   $  (1,225,052)
                                                                         ==============================

 Loss per common share:
    Basic and diluted loss per common share                              $       (0.01)   $       (0.01)
                                                                         ==============================
 Shares used in computing basic and diluted loss per common
    share                                                                  113,129,239       85,754,920
                                                                         ==============================
</TABLE>

See accompanying notes


                                       5
<PAGE>
                              ADZONE RESEARCH, INC.
             UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                       NINE MONTHS ENDED DECEMBER 31, 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                                                                             3,114,286           3,114          208,186
     Employee compensation                                                            6,551,000           6,551          543,108
      Exercise of employee stock options                                              6,100,000           6,100          279,516
     Cashless exercise of warrants                                                    1,300,162           1,300          (1,300)
     Professional services
     (including $16,650 related to
      capital improvements)                                                          13,948,855          13,949          841,172
Issuance of options for
     employee                 compensation                                                                               115,500
Issuance of options to                                                                                                   107,800
     directors

Debt extinguishment                                                                     550,000             550           65,450
Preferred stock dividends paid
Issuance of warrants for services                                                                                        370,520
Amortization of deferred
compensation                                                                                                            290,144
Warrants issued, and beneficial conversion
feature associated with debentures
                                                                                                                         504,857
Warrants issued in connection with debt
extinguishment                                                                                                           214,858

Unrealized loss on
     marketable securities
Net loss
                                                    ---------       ------------    -----------       ---------      -----------
Balances, December 31, 2005                              3.12           $ 43,469    129,708,556       $ 129,708      $13,291,122
                                                    =========       ============    ===========       =========      ===========

<CAPTION>
                                                     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                                                                                  211,300
     Employee compensation                                                                 549,659
      Exercise of employee stock options                                                   285,616
     Cashless exercise of warrants                                                               -
     Professional services
     (including $16,650 related to
      capital improvements)                                                                855,121
Issuance of options for
     employee                 compensation                                                 115,500
Issuance of options to                                                                     107,800
     directors

Debt extinguishment                                                                         66,000
Preferred stock dividends paid                             (2,511)                         (2,511)
Issuance of warrants for services                                                          370,520
Amortization of deferred
compensation                                                                               290,144
Warrants issued, and beneficial conversion
feature associated with debentures
                                                                                           504,857
Warrants issued in connection with debt
extinguishment                                                                             214,858

Unrealized loss on                                                       (7,077)           (7,077)
     marketable securities
Net loss                                               (5,067,237)                     (5,067,237)
                                                    -------------     ---------      -------------
Balances, December 31, 2005                         $ (16,800,695)    $ (47,342)     $ (3,383,738)
                                                    =============     =========      =============
</TABLE>

See accompanying notes.

                                      6
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004
<TABLE>
<CAPTION>
                                                                        DECEMBER, 31,  DECEMBER 31,
                                                                            2005           2004
                                                                        (UNAUDITED)    (UNAUDITED)
                                                                        ---------------------------
<S>                                                                     <C>            <C>
OPERATING ACTIVITIES
Net loss                                                                $(5,067,237)   $(3,563,373)
Adjustments to reconcile net loss to net cash flows used in operating
   activities:
     Depreciation expense                                                    11,917          5,821
     Derivative loss                                                      1,192,000        768,000
     Extinguishment losses                                                  230,858             --
     Stock based compensation;
            Professional services                                         1,606,935      1,048,007
            Salaries, wages and bonuses                                     665,159        174,985
     Warrants and options issued to non-employees for services                   --        479,801
     Amortization of debt discount                                          249,838             --
     Amortization of deferred revenue                                       (32,329)       (93,698)
     Write down of investments and marketable securities                     36,814
     Changes in operating assets and liabilities:
         Accounts receivable                                                  6,211             --
         Prepaid expenses and other current assets                          (56,833)       129,379
         Other assets                                                            --         34,616
         Accounts payable and accrued expenses                              137,218       (262,947)
                                                                        ---------------------------
Net cash flows used in operating activities                              (1,056,263)    (1,242,595)
                                                                        ---------------------------

INVESTING ACTIVITIES
Purchases of equipment                                                       (7,986)       (18,136)
Issuance of loan receivable                                                 (20,000)            --
                                                                        ---------------------------
Net cash flows used in investing activities                                 (27,986)       (18,136)
                                                                        ---------------------------

FINANCING ACTIVITIES
Proceeds from sales of common stock and warrants, net of $0 and
         $150,000 of offering expenses                                      211,300        141,683
Proceeds from stock settlement liability                                         --        950,000
Proceeds from issuance of  long-term debt                                   415,000             --
Proceeds from the exercise of employee stock options                        285,616        329,870
Cash paid to redeem preferred stock                                              --        (76,744)
Cash paid for preferred stock dividends                                      (2,511)       (61,060)
Increase in restricted cash                                                    (969)            --
Payments of principal paid on notes payable                                      --        (12,280)
                                                                        ---------------------------
Net cash flows provided by financing activities                             908,436      1,271,469
                                                                        ---------------------------

Net (decrease) increase in cash                                            (175,813)        10,738
Cash at beginning of period                                                 431,790        622,797
                                                                        ---------------------------
Cash at end of period                                                   $   255,977    $   633,535
                                                                        ===========================
</TABLE>

See accompanying notes.


                                       7
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004
<TABLE>
<CAPTION>
                                                                        DECEMBER 31,  DECEMBER 31,
                                                                            2005         2004
                                                                        (UNAUDITED)   UNAUDITED)
                                                                        ------------------------
<S>                                                                       <C>          <C>
SUPPLEMENTAL DISCLOSURES

Cash paid for interest                                                    $  27,410    $   1,914
                                                                        ------------------------

SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING
AND FINANCING ACTIVITIES:

Marketable securities declared as a property dividend                            --    $ 233,186
                                                                        ------------------------

Securities received as payment of revenues (deferral)                            --    $ 300,000
                                                                        ------------------------

Unrealized loss on marketable securities                                  $  (7,077)   $  (1,363)
                                                                        ------------------------

Increase in valus of investment declared as property dividend                    --    $  24,547
                                                                        ------------------------

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                                                                $ 504,857    $      --
                                                                        ------------------------

Debt extinguished through issuance of debentures                          $ 125,000    $      --
                                                                        ------------------------
</TABLE>

See accompanying notes.


                                       8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

1.  BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with Accounting Principles Generally Accepted in the United States of
America 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 Accounting Principles Generally
Accepted  in the  United  States of  America  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 nine months ended December 31, 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 nine month period ended December 31, 2005 were
concentrated  with one commercial  licensure  contract.  The Company's  revenues
during the nine month period ended December 31, 2004 were  concentrated with the
United  States  Department  of Defense and related  agencies,  and a  commercial
licensure contract.

CERTAIN ACCOUNTING POLICIES:

Revenue  recognition:  The Company derived $ 132,329 of revenues during the nine
month  period ended  December  31, 2005 and $94,423 of revenues  during the nine
month period ended December 31, 2004 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  $7,664 from its
cyber security division during the nine month period ending December 31, 2005.

The Company derived $150,000 of revenues during nine month period ended December
31,  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.

Assets restricted for dividend payments:

This caption consists of 1,350,000 shares of the Justice Fund valued at $126,532
at December 31, 2005 which is  restricted as property  dividends,  that has been
declared.


                                       9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

1. BASIS OF PRESENTATION (CONTINUED)

Stock issued for services:

The Company compensates some of its professional service providers,  consultants
and directors with shares of the Company's  stock or stock options.  The Company
recognizes the related  expenses based on the trading market value of the common
stock or the fair value of the options  based on the  Black-Scholes  model.  The
expenses are recognized over the underlying service period.

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  $(5,067,237)  and used cash of  $(1,056,263) in
conducting  its  operations  during the nine months ended  December 31, 2005. In
addition,  the Company has a working  capital  deficiency of  $(3,344,540) 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  period 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 $255,977,  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 $25,000 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 nine months  ended  December  31, 2005 of
            $(1,056,263)  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 nine 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
                                DECEMBER 31, 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 $(3,344,540)  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 has introduced a new product called Online Predator Profiling System
(OPPS)  developed with the help of a number of law  enforcement  departments for
identifying and tracking online  predators as well as finding missing  children,
and has started taking orders for same.

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
                                DECEMBER 31, 2005

4. LONG-TERM DEBT

Long-term  debt  consists of the  following  at December  31, 2005 and March 31,
2005:
<TABLE>
<CAPTION>
                                                                 December 31,    March 31,
                                                                     2005           2005
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Face value $290,000, 10% Series A Convertible Debentures (a)     $143,468       $     --

Face value $100,000, 10% Series A Convertible Debenture (b)        63,246             --

                                                                                  78,262
Face Value $100,000 8% Convertible Debenture  (C)
                                                                        5
Face value $50,000, 8% Convertible Promissory Notes (d)
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                                                 <C>                 <C>
Two unsecured notes payable with maturity dates of May 2006 (a)               --           125,000
                                                                    ------------        ----------
                                                                         451,764           291,783
Less current maturities                                                 (373,502)              --
                                                                    ------------        ----------
                                                                    $     78,262        $ 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


                                       12
<PAGE>

                              ADZONE RESEARCH, INC
                  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

      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 Convertible,
      which was during the nine months ended  December 31, 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 nine months ended
      December 31, 2005 was $105,756.

      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 $ 1,998 for the nine month period ended
      December 31, 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 nine month  period ended  December 31,
      2005 was $63,246.


                                       13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


(C)   In  October,  2005,  the  Company  issued  $100,000  of  its  10%  secured
      convertible  debenture due October,  2007 and warrants to purchase  common
      stock to The Nutmeg Group,LLC.  The debenture is convertible at the option
      of the holder into shares of common  stock based on  beneficial  ownership
      percentages as defined. The warrants will be exercisable into common stock
      at $.15 per share and the  unexercised  warrants will expire  December 31,
      2010.  The  debenture  and  warrants  were issued for  $100,000  cash less
      $11,250  for a fixed  non-accountable  allowance  to cover  due  diligence
      expenses.

      The proceeds of $100,000  were  allocated to the  debentures  and warrants
      based upon the relative  fair values .The  warrants were valued at $78,261
      and were  amortized to the earliest  date the  debenture  was  convertible
      which was during the quarter ended December 31, 2005.The fair value of the
      warrants was  determined  using the Black  Scholes  Valuation  Model.  The
      remaining  $21,739 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 nine month periods ended  December 31,
      2005 was $78,262.

(d)   In December  2005,  the Company issued  convertible  promissory  notes for
      proceeds  of  $50,000.  The notes bear  interest  at 8% and are due in one
      year. The notes are convertible,  at the holder's  option,  into shares of
      the Company's common stock based on a conversion price as defined.

      The relative fair value of the  beneficial  conversion  feature is greater
      than the fair value of the debt,  resulting in a debt discount of $50,000.
      The debt  discount  is  amortized  over the debt term using the  effective
      interest  method.  Amortization for the period ended December 31, 2005 was
      $5.

STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the nine month  period  ended  December  31,  2005,  the  Company  issued
31,564,303  shares  of common  stock,  as  follows:  3,114,286  shares  for cash
proceeds  of  $211,300;  1,300,162  shares for the  exercise  of  warrants  in a
cashless transaction;  13,948,855 shares for consulting and non-employee related
services;  550,000 shares in liquidation of a note payable, 6,551,000 shares for
employee  related  services,  and 6,100,000  shares for the exercise of employee
stock options.  The Company recorded  stock-based  compensation  during the nine
months ended December 31, 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 $1,606,935 for consulting and  non-employee  related
services and $665,159 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.

                                       14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


During the nine months ended December 31, 2005,  the Company issued  warrants to
acquire 6,420,716 shares of common stock, as follows:  5,571,430 warrants to the
Company's  convertible  debenture  holders (see Note 4) and 849,286  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 nine months ended December 31, 2005 at 360% and 3.0%, respectively.)

The  Company  placed  13,000,000  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.

In November and  December,  2005,  the Company  received  $35,000 for the future
issuance  of 700,000  shares of common  stock at a  purchase  price of $0.05 per
share. These shares were issued in January, 2006.

ISSUANCES OF STOCK OPTIONS

During the nine months  ended  December  31,  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 nine months ended  December 31, 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.

In  addition,  the Company also  granted  stock  options to acquire an aggregate
8,350,000 shares of common stock to the Company's Chief Executive Officer, Chief
Operating  Officer and  Executive  Vice  President,  as well as an  aggregate of
900,000  shares of common stock to the  Company's  Directors.  These options are
exercisable  at exercise  prices  ranging from $0.05 to $0.33 per share and will
expire on December 31, 2014.

During the nine months  ended  December  31,  2005,  the Company  granted  stock
options  to  acquire  an  aggregate  8,750,000  shares  of  common  stock to its
employees.  These options are  exercisable  at a $.01 discount to the lowest bid
price of the common stock of the Company on the day of exercise.


                                       15
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


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 $115,500  related to the  employee
stock options for the nine months ended December 31, 2005. The fair value of the
Director  stock options,  applying the  Black-Scholes  methodology,  amounted to
$248,000.

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  $207,999.
Deferred compensation related to future periods as of December 31, 2005 amounted
to $210,925.

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) $.20 per 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 December  31,  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

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).


                                       16
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FIFANCIAL STATEMENTS
                                DECEMBER 31,2005


As a result of the above  Subscription  Agreement,  at December  31,  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 December 31, 2005 is included in liabilities.

At December 31, 2005 and 2004,  the Company  measured the value of the shares to
be issued under the Subscription  Agreement  through December 31, 2005 and 2004,
respectively,  based on the Company's closing bid price at December 31, 2005 and
2004  respectively,  compared to the actual shares  issued.  As a result of this
measurement,  an additional $1,192,000 and $768,000 was charged to operations in
the caption  Derivative  Loss during the nine months ended December 31, 2005 and
2004, respectively.

PRO FORMA STOCK COMPENSATION INFORMATION

The following  table  reflects  supplemental  financial  information  related to
stock-based  employee  compensation  for the nine months ended December 31, 2005
and 2004,  as required by Statement of Financial  Accounting  Standards No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure:

<TABLE>
<CAPTION>
                                                                               December 31,     December 31,
                                                                                   2005             2004
                                                                               -----------------------------
<S>                                                                            <C>              <C>
Loss applicable to common shareholders, as reported                            $(5,069,748)     $(3,740,647)
Stock-based employee compensation, as reported                                     665,750          174,985
Stock-based employee compensation under the fair value method                   (2,886,583)        (964,256)
                                                                               -----------------------------
Pro-forma loss applicable to common shareholders under fair
    value method                                                               $(7,290,581)     $(4,529,918)
                                                                               =============================
Loss applicable to common shareholders per share, as reported                  $     (0.05)     $     (0.05)
                                                                               =============================
Pro-forma  loss  applicable  to common  stockholders  per share
    under fair value method                                                    $     (0.07)     $     (0.06)
                                                                               =============================
</TABLE>


                                       17
<PAGE>

The following  table  reflects  supplemental  financial  information  related to
stock-based  employee  compensation for the three months ended December 31, 2005
and 2004,  as required by Statement of Financial  Accounting  Standards No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure:

<TABLE>
<CAPTION>
                                                                     December 31,    December 31,
                                                                         2005           2004
                                                                    -----------------------------
<S>                                                                 <C>              <C>
Loss applicable to common shareholders, as reported                 $(1,384,819)     $(1,225,052)
Stock-based employee compensation, as reported                           48,017          872,569
Stock-based employee compensation under the fair value method          (595,616)       1,894,589
                                                                    -----------------------------
Pro-forma loss applicable to common shareholders under fair
    value method
                                                                    $(1,932,418)     $  (203,032)
                                                                    =============================
Loss applicable to common shareholders per share, as reported       $     (0.01)     $     (0.01)
                                                                    =============================
Pro-forma  loss  applicable  to common  stockholders  per share
    under fair value method                                         $     (0.02)     $     (0.00)
                                                                    =============================
</TABLE>


                                       18
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


6. COMMITMENTS AND CONTINGENCIES

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.


                                       19
<PAGE>

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 January 1, 2006 through February 10, 2006 the following equity
transactions occurred:

On January  18,  2006,  the  company  provided  incentive  stock and  options as
follows; (i) 4,800,000 shares granted and 4,800,000 options granted to officers.
The price of the options issued is $0.037 per share and they expire December 31,
2012. (ii) 1,270,000 shares granted and 1,510,000  options granted to employees.
The price of the options issued is $0.037 per share and they expire December 31,
2008. and (iii) 600,000 shares granted and 900,000 options granted to directors.
The price of the options issued is $0.037 per share and they expire December 31,
2012..

On January 20, 2006,  the Company  issued a Convertible  Promissory  Note in the
amount of $25,000 bearing interest at 8% per annum. The note is convertible into
shares of common stock based on beneficial ownership percentages as defined. The
note was issued for cash and matures on January 20, 2007.

The Company issued  4,675,478  shares of its common stock in  consideration  for
professional services performed by unrelated third parties.

On January  23,  2006,  the Company  issued  1,000,000  shares to an  accredited
investor for a purchase price of $0.05 per share.


                                       20
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


On February 6, 2006,  the company  granted stock options to acquire an aggregate
6,900,000  shares  of  common  stock as  follows;  (i)  5,500,000  shares to its
employees  and  (ii)  1,400,000   shares  to  consultants.   These  options  are
exercisable  for six  months at a $.02  discount  to the lowest bid price of the
common stock of the Company on the date of exercise.

On February 6, 2006, the Company placed  6,900,000  shares of common stock to be
held in escrow  for its 2006  Stock  Option  Plan for the  benefit of the Adzone
Stock Option Holders.

On  February  2, and  February  8,  2006,  several  warrants  holders  converted
2,799,683   warrants  into  1,644,377   shares  of  common  stock,  in  cashless
transactions.

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


                                       21
<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
Nine Months Ended December 31, 2005 and December 31, 2004

Revenues:  Revenues  for the nine months  ended  December  31, 2005  amounted to
$139,993,  compared to $244,423 for the nine months ended December 31, 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 nine 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.


                                       22
<PAGE>

Consulting and professional  services:  Consulting and professional services for
the nine months ended  December 31, 2005  amounted to  $1,353,633  compared to a
$1,367,954  for the nine months  ended  December  31,  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 nine months ended December 31, 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 nine months ended  December
31, 2005 amounted to $1,370,721 compared to $1,041,161 for the nine months ended
December 31, 2004.  The increase  relates to a higher head count compared to the
same period last year and the issuance of stock grants to employees..

General  and  administrative  expenses:   General  and  administrative  expenses
amounted to $775,520  for the nine months ended  December 31, 2005,  compared to
$520,726  for the nine months ended  December 31, 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 $11,917
for the nine months ended  December  31,  2005,  compared to $5,821 for the nine
months ended December 31, 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 $(1,695,439) for the
nine months ended December 31, 2005,  compared to ($830,134) for the nine months
ended December 31, 2004. The components of other income (expense) are as follows
for the nine months ended December 31, 2005 and 2004:

                                                      2005             2004
                                                 ----------------------------
Other income (expense)
         Interest income (expense), net (a)     $  (272,581)     $   (62,134)
         Extinguishment losses (b)                 (230,858)              --
         Derivative loss (c)                     (1,192,000)        (768,000)

(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.


                                       23
<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 $177,274  during the nine month period ended December 31, 2004 to
$2,511  during the nine month  period ended  December 31, 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  $(5,067,237)  and used cash of  $(1,056,263) in
conducting  its  operations  during the nine months ended  December 31, 2005. In
addition,  the Company has a working  capital  deficiency of  $(3,344,540) 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 $207,190,  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 nine  months  ended  December  31,  2005
            ($1,056,263)  is  indicative of cash flow usage during the next four
            fiscal quarters.


                                       24
<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 $(3,344,540)  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 has introduced a new product called Online Predator Profiling System
(OPPS)  Developed with the help of a number of law  enforcement  departments for
identifying and tracking online  predators as well as finding missing  children,
and has started taking orders for same.

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.


                                       25
<PAGE>

LIQUIDITY
December 31, 2005 compared to March 31, 2005

The Company has working  capital deficit of $(3,344,540) as of December 31, 2005
compared to  $(1,611,881)  as of March 31, 2005. Net working capital of $908,436
was generated  from financing  activities  during the nine months ended December
31,  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   $(1,056,263)   and  $(27,986)   from  operating  and  investing
activities,  respectively.  Operating  activities  during the nine months  ended
December 31, 2005 reflected significant  continuing operating losses.  Investing
expenditures  relate 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.

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.

In October,  2005,  the  Company  issued  $100,000  of 10%  secured  convertible
debentures  due  October,  2007 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 will expire
December 31, 2010. The debenture and warrants were issued for $100,000 cash.

In December, 2005, the Company issued $50,000 of 8% convertible promissory notes
due December 2006 to purchase  common stock.  The notes are  convertible  at the
option of the holders into shares of common stock based on beneficial  ownership
percentages as defined. The notes were issued for $50,000 cash.

OFF BALANCE SHEET ARRANGEMENTS

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


                                       26
<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

(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.


                                       27
<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.


                                       28
<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  October  1,  2005 to  December  31,  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 October 18,  2005,  in light of current  projects  and  potential  contracts,
2,675,000 shares of common stock representing  continuity bonuses were issued as
follows: (i) 2,215,000 shares to employees, (ii) 450,000 shares to directors and
(iii) 10,000  shares to  consultants.  The price of the shares issued was $0.044
per share.

On December 15, 2005,  in light of current  projects  and  potential  contracts,
135,000 shares of common stock  representing  continuity  bonuses were issued as
follows;  (i) 100,000  shares to employees.  (ii) 15,000 shares to directors and
(iii) 10,000  shares to a  consultant.  The price of the shares issued was $0.04
per share.

On December 16, 2005, 96,000 shares of common stock was issued to an employee as
a bonus for a special  project.  The price of the  shares  issued  was $0.04 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 .


                                       29
<PAGE>

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

NONE.


                                       30
<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.


                                       31
<PAGE>

PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION

NONE.


                                       32
<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.


                                       33
<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,     February, 17, 2006
---------------------------      Principal Accounting
Charles Cardona                  Officer and Director



                                       34
<PAGE>
ADZONE RESEARCH, INC.
EXHIBIT INDEX


EXHIBIT
NUMBER                                 DESCRIPTION
--------------------------------------------------------------------------------

2.1   Plan and  Agreement  of Merger  dated as of 2001 by and between  Executive
      Help Services, Inc. and AdZone Research, Inc.&

3.1   Certificate of Incorporation of Executive Help Services, Inc.**

3.2   Certificate of Amendment to Certificate of Incorporation of Executive Help
      Services, Inc.**

3.2   By-Laws of Executive Help Services, Inc.**

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  dates as of January 1, 2002 with  Communique  Media
      Services International, Inc.&&

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

10.5  Consulting  Agreement  dated as of April  2002  with  NuQuest  Consulting,
      Inc.&&&

10.6  Consulting Agreement dated as of August 13, 2002 with Thomas F. Gavin.#

10.7  Employment Agreement dated February 5, 2004 with Charles Cardona.##

10.8  Employment Agreement dated as of February 5, 2004 with John Cardona.##

10.9  Systems  Integration  Agreement  dated  as of June 21 2002  with  Raytheon
      Company.&&&  10.10 A-K Consulting  agreements with Kyle Kennedy Dated Aug.
      19, 2002 - May 22, 2003.#

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

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

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

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

10.15 Warrant agreement with Tom Gavin dated Mar. 12, 2003.###

10.16 Agreement with Boeing Autometric Division dated April 2003.###

10.17 Amending Agreement - Subscription Agreement dated July 23, 2004 @

10.18 Executed Subscription Agreement dated May20, 2004.@@

10.19 Registration  Rights  Agreement  dated as of May 20,  2004 with The Nutmeg
      Group, LLC.@@

10.20 Class C Stock  Purchase  Warrant  dated as of May 20,  2004  issued to The
      Nutmeg Group, LLC.@@

* 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.


                                       35
<PAGE>

+++ 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.

&  Incorporated  by  reference  to  the  Registrant's   Preliminary  Information
Statement on Schedule 14C, as amended,  filed with the  Securities  and Exchange
Commission on April 18, 2001.

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

&&& Incorporated by reference to the  Registrant's  annual report on Form 10-KSB
for the year  ended  March 31,  2002  filed  with the  Securities  and  Exchange
Commission on July 15, 2002.

# Incorporated by reference to the Registrant's  quarterly report on Form 10-QSB
for the quarter ended  December 31, 2002 filed with the  Securities and Exchange
Commission on February 19, 2003.

##  Incorporated by reference to the  Registrant's  annual report on Form 10-KSB
for the year  ended  March 31,  2004  filed  with the  Securities  and  Exchange
Commission on July 9, 2004.

### Incorporated by reference to the Registrant's annual report on Form 10-KSB/A
for the year  ended  March 31,  2003  filed  with the  Securities  and  Exchange
Commission on July 21, 2003.

@ Incorporated by reference to the Registrant's  registration  statement on Form
S-2 filed with the Securities and Exchange Commission on July 23, 2004.

@@  Incorporated  by reference to the  Registrant's  current  report on Form 8-K
filed with the Securities and Exchange Commission on May 27, 2004.


                                       36