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

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 3)

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

                  FOR THE QUARTERLY PERIOD ENDING JUNE 30, 2004

                                       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 |_|.

                      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: August 3, 2005 - 104,673,203
common shares, $.001 par value.

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


                                       1
<PAGE>

                                EXPLANATORY NOTE

This Amendment on Form 10-QSB/A (Amendment No. 2) amends and restates in its
entirety the following items of the Quarterly Reports on Form 10-QSB and Form
10-QSB/A for the quarterly period ended June 30, 2004 of Adzone Research, Inc.
as initially filed with the Securities and Exchange Commission (the "SEC") on
August 19, 2004 and Amended on November 1, 2004 (the "original 2004 10-QSB"):

Part  I - CONDENSED FINANCIAL INFORMATION

Item  1. Financial Statements

Item  2. Management's Discussion and Analysis or Plan of Operation

Item  3. Controls and Procedures

This Amendment is being filed to reflect the restatement of the Company's
financial statements for the three month period ended June 30, 2004, as
discussed in Note 5 to the Company's condensed financial statements filed
herewith. Specifically, these restatements relate to: 1) the recognition of a
derivative financial instrument indexed to and potentially settled in the
Company's own stock as a liability (versus common equity) and a charge or credit
to earnings for the change in the fair value of that liability, 2) accounting
for the allocation of unit offering proceeds to warrants and beneficial
conversion features, 3) the reclassification of deferred stock based
compensation from an asset (prepaid expenses) to a reduction in stockholders'
equity and 4) the effects on opening stockholders' equity related to
restatements to the March 31,2004 balances as discussed in Note C to the March
31, 2004 Form 10-KSB/A Amendment No. 2 dated July 13, 2005. The effects of the
restatement, in management's view, rises to the level of a material weakness in
internal control, which is further discussed in Item 3, as amended.

This Amendment speaks as of the end of the Company's fiscal quarter ended June
30, 2004 as required by Form 10-QSB or as of the date of the filing of the
original 2004 10-QSB. Except for the restatement of certain historical financial
information as described above, it does not update any of the statements
contained in the original 2004 10-QSB. This Amendment contains forward-looking
statements that were made at the time the original 2004 10-QSB was filed on
August 19, 2004. It must be considered in light of any subsequent statements,
including forward looking statements, in any reports made by the Company
subsequent to the filing of the original 2004 10-QSB, including statements made
in filings on Form 8-K.


                                       2
<PAGE>

                              ADZONE RESEARCH, INC.
                FORM 10-QSB/A FOR THE PERIOD ENDED JUNE 30, 2004

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

         UNAUDITED CONDENSED BALANCE SHEETS AS OF JUNE 30, 2004
           AND MARCH 31, 2004...............................................   4
         UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THE
           THREE MONTHS ENDED JUNE 30, 2004 AND 2003........................   5
         UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE
           MONTHS ENDED JUNE 30, 2004 AND 2003..............................   6
         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS..................   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS...............................  17
ITEM 3.  CONTROLS AND PROCEDURES............................................  21

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.................................................. 23
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES............................ 24
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................... 26
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 27
ITEM 5.  OTHER INFORMATION.................................................. 28
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................... 29


SIGNATURES.................................................................. 30


                                       3
<PAGE>

PART I.  CONDENSED FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                              ADZONE RESEARCH, INC.
                       UNAUDITED CONDENSED BALANCE SHEETS
                        JUNE 30, 2004 AND MARCH 31, 2004

<TABLE>
<CAPTION>
                                                                           JUNE 30,         MARCH 31,
                                                                              2004            2004
                                                                          unaudited)       (audited)
                                                                        ------------------------------
                                                                         (Restated)
                                                                          (Note 5)
<S>                                                                        <C>           <C>
ASSETS
Current assets:
   Cash                                                                 $   867,097      $   622,797
   Accounts receivable                                                       50,000               --
   Prepaid expenses and other                                               29,,480          134,272
                                                                        -----------------------------
Total current assets                                                       946,,577          757,069

Property and equipment, net                                                  20,882           10,423
Other assets                                                                 25,670           38,355
                                                                        -----------------------------
Total assets                                                            $   993,129      $   805,847
                                                                        =============================

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
   Accounts payable                                                     $   118,853      $   297,972
   Accrued compensation                                                     107,744          160,926
   Current notes payable                                                     62,787           62,787
    Stock settlement liability                                            1,030,000               --
                                                                        -----------------------------
Total current liabilities                                                 1,319,384          521,685

Notes payable                                                               166,783          166,783

Commitments and contingencies (Note 4)                                           --               --

Stockholders' (deficit) equity:                                                                   --
   Preferred stock                                                          633,177          518,816
   Common stock                                                              79,637           70,832
   Additional paid-in capital                                             7,263,193        6,690,030
   Accumulated deficit                                                   (8,436,280)      (7,129,534)
   Other stockholders' equity                                               (32,765)         (32,765)
                                                                        -----------------------------
Total stockholders' (deficit) equity                                       (493,038)         117,379
                                                                        -----------------------------
Total liabilities and stockholders' (deficit) equity                       $993,129      $   805,847
                                                                        =============================
</TABLE>

See accompanying notes.


                                       4
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 30, 2004 AND 2003

                                                    June 30,         June 30,
                                                     2004              2003
                                                  (unaudited)      (unaudited)
                                                 ------------------------------
                                                   (Restated)
                                                   (Note 5)

Net contract revenues                            $     50,000      $     39,125
                                                 ------------------------------
Operating costs and expenses:

   Consulting and professional services               565,371            40,728
   Salaries and related                               422,041            59,646
   General and administrative                          78,919            54,357
   Depreciation and amortization                        1,940               544
                                                 ------------------------------
                                                    1,068,271           155,275
                                                 ------------------------------
Loss from operations                               (1,018,271)         (116,150)

Derivative loss                                      (180,000)             --
Other income (expense), net                            (1,780)           (7,388)
                                                 ------------------------------
Net loss                                         $ (1,200,051)     $   (123,538)
                                                 ==============================
Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                      $ (1,200,051)     $   (123,538)
   Preferred stock dividends and accretion:
         Preferred stock accretion                   (114,361)             --
         Preferred dividends paid                     (13,971)             --
         Preferred dividends in arrears                  (317)             --
                                                 ------------------------------
   Loss applicable to common stockholders        $(1,328,,700)     $   (123,538)
                                                 ==============================
Loss per common share:
   Basic and diluted loss per common share       $      (0.02)     $      (0.00)
                                                 ==============================
Weighted average common shares,
   basic and diluted
                                                   73,056,178        50,541,329
                                                 ==============================

See accompanying notes.


                                       5
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                 June 30,           June 30,
                                                                   2004               2003
                                                                (unaudited)         unaudited)
                                                             -------------------------------------
                                                                (Restated)         (Restated)
<S>                                                          <C>                      <C>
OPERATING ACTIVITIES
Net loss                                                     $(1,200,051)             $  (123,538)
Adjustments to reconcile net loss to net cash
   flows from operating activities:
     Depreciation expense                                          1,940                    1,276
     Derivative loss                                             180,000                       --
     Common stock issued for services                            479,538                   62,845
     Employee stock based compensation                                --                    8,000
     Warrants issued for services                                116,000                       --
     Changes in operating assets and liabilities:
         Accounts receivable                                     (50,000)                 (39,125)
         Prepaid expenses and other current assets               104,792                    7,875
         Other assets                                             12,685                       --
         Accounts payable and accrued expenses                  (232,301)                 (62,463)
                                                             -------------------------------------
Net cash flows from operating activities                        (587,397)                (145,130)
                                                             -------------------------------------
INVESTING ACTIVITIES
Purchases of equipment                                           (12,399)                      --
                                                             -------------------------------------
Net cash flows from investing activities                         (12,399)                      --
                                                             -------------------------------------
FINANCING ACTIVITIES
Proceeds from sales of common stock                              146,683                   48,350
Issuance costs related to sales of common stock                 (150,000)                      --
Proceeds from stock settlement liability                         850,000                       --
Proceeds from the exercise of employee stock options              88,128                       --
Payment for the redemption of warrants                           (76,744)                      --
Payments for preferred stock dividends                           (13,971)                      --
Principal received from notes payable                                 --                  140,217
Cash  paid for treasury stock                                         --                   (1,005)
                                                             -------------------------------------
Net cash flows from financing activities                         844,096                  187,562
                                                             -------------------------------------

Net increase in cash                                             244,300                   42,432
Cash at beginning of year                                        622,797                    8,084
                                                             -------------------------------------
Cash at end of year                                          $   867,097              $    50,516
                                                             -------------------------------------

SUPPLEMENTAL DISCLOSURES
Cash paid for interest                                       $     1,914              $     2,233
                                                             =====================================

Cash paid for income taxes                                   $        --              $        --
                                                             =====================================
</TABLE>

See accompanying notes.


                                       6
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

1.    BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with Generally Accepted Accounting Principles for interim financial
information and pursuant to the Regulation S-B of the Rules and Regulations of
the Securities and Exchange Commission. Certain financial information and
footnote disclosure normally included in annual financial statements prepared in
accordance with Generally Accepted Accounting Principles have been condensed or
omitted. Accordingly, the accompanying financial statements should be read in
conjunction with ADZONE's annual financial statements and notes thereto included
in its Form 10-KSB/A for the year ended March 31, 2004.

In the opinion of management, the financial statements reflect all adjustments
(consisting of only normal and recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows for those
periods presented. Operating results for the three months ended June 30, 2004
are not necessarily indicative of the results that may be expected for the year
ended March 31, 2005.

Effective in the first fiscal quarter of the year ended March 31, 2005, the
Company discontinued operating as a development stage enterprise.

The Company's revenues during the quarterly periods ended June 30, 2004 and 2003
were concentrated with the United States Department of Defense and related
agencies. Revenues are recorded when earned under these arrangements.

Certain accounting policies:

Revenue recognition:

Revenues under contracts with the United States Department of Defense are
recorded when earned. The Company's recognized $50,000 of revenues during
three-month period ended June 30, 2004 under contracts with the United States
Department of Defense and related agencies.

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 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 3 to the financial statements
are derivative transactions and as such have been presented in the accompanying
balance sheet as liabilities. The difference in the fair value of this liability
at each financial reporting date is charged to operations.


                                       7
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

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 $(1,200,051) and used cash of $(587,397) in
conducting its operations during the three-month period ended June 30, 2004.
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, 2005 are not projected to be sufficient to sustain the Company's operations,
management currently believes that existing cash reserves of $867,097, coupled
with a potential outstanding commitment for approximately $750,000 in connection
with the Nutmeg Subscription Agreement (see Note 3), and contract backlog, will
be sufficient to fund operating deficits for a period of approximately twelve to
eighteen months. Management considered the following specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant level of cash used
            in operations during the three months ended June 30, 2004 ($587,397)
            is indicative of cash flow usage during the next four fiscal
            quarters. Cash flow from operations during the current quarter
            included two amounts, as follows, that increased cash usage. First,
            a bonus of $200,000 was awarded to two officers by the Company's
            Board of Directors during the first quarter, which was the maximum
            amount allowable under their respective employment contracts.
            Accordingly, at this time, no further officer bonuses are
            contemplated. Second, the Company used cash proceeds from the Nutmeg
            Subscription Agreement to pay certain current and past due accounts
            payable and accrued liabilities amounting to $232,301.

            While payments on accounts payable and accrued expenses will
            continue in the normal course of business, such payments are not
            expected to be at the level reflected in the Company's first quarter
            operations.

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


                                       8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

2.    LIQUIDITY AND MANAGEMENT'S PLANS (CONTINUED):

      c.    Management currently has one U.S. Department of Defense contract in
            progress, that has firm backlog of $100,000 remaining as of June 30,
            2004, and proposals outstanding for three additional contracts. In
            addition, current backlog includes an amount of $50,000 related to
            the exercise in the current quarter of an option on the base
            contract.

      d.    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.

      e.    The Company's working capital deficiency of ($372,807) includes a
            stock settlement liability of $1,030,000 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 the management's control. In
            the event that an effective registration 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.

      f.    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, 2005, 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'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 3) and, ultimately, the
achievement of profitable operations. The financial statements do not include
any adjustments that might arise as a result of this uncertainty.


                                       9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

3.    STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the three month period ended June 30, 2004, the Company issued 8,805,367
shares of common stock, as follows: 7,381,691 shares for cash proceeds of
$996,683 (which is inclusive of $850,000 recognized as a stock settlement
liability and net of $150,000 in expenses); 260,000 shares for the exercise of
employee stock options, netting proceeds to the Company of $88,128; and,
1,163,676 shares for consulting and non-employee related services. The Company
recorded stock-based compensation during the three months ended June 30, 2004
based upon the closing market price on the date the stock was issued which, on
this basis, resulted in a charge to operations of $479,538. This charge is
included in the caption Consulting and Professional Services in the accompanying
statement of operations.

During the three months ended June 30, 2004, the Company issued warrants to
acquire 4,498,337 shares of common stock, as follows: 3,373,337 warrants in
connection with the Nutmeg Subscription Agreement (see below); 1,000,000
warrants in connection with the Baltic Ventures Agreement (see Note 4, below);
and, 125,000 warrants in connection with other service providers. Warrants
issued in connection with the Baltic Ventures Agreement and for other services
were valued at fair value using the Black Scholes Valuation Model. Such model
resulted in an aggregate valuation of $341,000 of which $225,000 related to
future services and will be amortized over the contractual performance period.
The $116,000 charge to operations 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 three months ended June 30, 2004 at 360% and 3.0%, respectively.)

Total stock-based compensation expense charged to operations from the above
transactions amounted to $595,538 and $36,475 for the three months ended June
30, 2004 and 2003, respectively.

NUTMEG SUBSCRIPTION AGREEMENT

On May 20, 2004, the Company executed a Subscription Agreement with The Nutmeg
Group, L. L. C., a U. S. Virgin Islands limited liability company, for the sale
of common stock and warrants. The aggregate selling price was $1,750,000
(increased on July 23, 2004 to $1,850,000) to be received in four traunches as
follows: (1) $400,000 by May 20, 2004 (net proceeds of $320,000 were received
for 3,457,217 shares and warrants to acquire 1,728,600 shares of common stock);
(2) $600,000 by June 4, 2004 (net proceeds of $530,000 were received for
3,289,474 share of common stock and warrants to acquire 1,644,737 shares of
common stock); (3) $100,000 on July 23, 2004 (net proceeds of $100,000 were
received for 825,593 shares of common stock and warrants to acquire 412,797
shares of common stock); and, (4) $750,000, at


                                       10
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

3.    STOCKHOLDERS' EQUITY (CONTINUED)

NUTMEG SUBSCRIPTION AGREEMENT (continued):

the option of the Company, within five (5) days of the date that a Registration
Statement covering the underlying securities in this agreement is declared
effective by the U. S. Securities and Exchange Commission. The number of shares
issued and/or to be issued is stated to be equal to the purchase price divided
by the lesser of a) $0.20 per share; b) 57% of the average closing bid price for
the Company's common stock on the two trading days prior to the closing of the
respective traunche; or c) 57% of the average closing bid price for the
Company's common stock on the two (2) trading days prior to the date on which
the Registration Statement covering the underlying shares in this agreement is
declared effective by the U. S. Securities and Exchange Commission. The proceeds
from this transaction have been classified as Stock Settlement Liability in the
accompanying Condensed Balance Sheet.

Nutmeg received on Traunches 1 and 2, and will be issued on Traunch 3, Warrants
to purchase shares of common stock exercisable into such number of shares of
common stock as is equal to 50% of the Purchase Price paid by Nutmeg, divided by
the Fixed Price. The common stock underlying the Warrants will also have
"piggyback" registration rights and the Warrants will be transferable. The
Warrants will expire on December 31, 2008. The Warrant's exercise price will be
at 125% of 57% of the average closing bid price for Common Stock on the two (2)
trading days immediately prior to the filing of a Registration Statement
covering the underlying stock in this agreement with the U. S. Securities and
Exchange Commission.

The Company filed the Registration Statement on July 23, 2004 and an Amended
Registration Statement on November 4, 2004. If the Registration Statement is not
declared effective within 120 days of the initial filing, the Company will owe
Nutmeg a penalty equal to 1% of the amount invested by Nutmeg. Further, the
Company is liable for an additional penalty of 1% for each additional 30 day
period that the Registration Statement is not declared effective. Through August
18, 2005 the Company accrued a penalty of $99,000 related to the Registration
Statement not being declared effective.

There can be no assurances that the Registration Statement will be declared
effective by the Securities and Exchange Commission. There are no other funding
commitments as of this date.


                                       11
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

3.    STOCKHOLDERS' EQUITY (CONTINUED)

REDEMPTION OF WARRANTS

On March 24, 2004, the Company executed a Securities Purchase Agreement with
Spartan Securities Group, Ltd. whereby the Company purchased 232,528 Warrants
previously issued to Spartan as compensation on the sale of the Company's 9%
Series A Preferred Stock issue. The Company completed this transaction with the
payment of an aggregate $76,744 to Spartan in April 2004 ($50,000) and May 2004
($26,744). The payment was treated as a charge to paid-in capital during the
three months ended June 30, 2004.

PRO FORMA STOCK COMPENSATION INFORMATION

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

<TABLE>
<CAPTION>
                                                                                    June 30,        June 30,
                                                                                      2004            2003
                                                                                --------------   --------------
<S>                                                                            <C>               <C>
      Loss applicable to common stockholders, as reported                      ($  1,328,700)    ($    123,538)
                                                                                =============    ==============
      Stock-based compensation, as reported                                    ($    595,538)    ($     36,475)
                                                                                =============    ==============
      Stock-based compensation under fair value method                         ($    801,788)    ($     44,475)
                                                                                -------------    ==============
      Pro-forma loss applicable to common stockholders under
          fair value method                                                    ($  1,534,950)    ($    131,538)
                                                                                =============    ==============
      Loss applicable to common stockholders per share, as reported            ($        .02)    ($        .00)
                                                                                =============    ==============
      Pro-forma loss applicable to common stockholders per share under
          fair value method                                                    ($        .02)    ($        .00)
                                                                                =============    ==============
</TABLE>

4.    COMMITMENTS AND CONTINGENCIES

LITIGATION: AdZone is a party to a lawsuit filed against it by R. C. Auletta and
Co., Inc. (Auletta), which was filed during 2001. Auletta is seeking fees in the
amount of approximately $32,000 for services which were allegedly performed
after the expiration of a contract for consulting services between AdZone and
Auletta. A judgment in the amount of $34,692, including interest, was entered
against the Company during Fiscal 2004. The Company executed a settlement
agreement whereby the judgment will be retired as follows: $5,000 cash upon
execution of the settlement agreement and $1,000 per month, commencing December
15, 2003, until the judgment is paid in full. In prior periods, the Company has
accrued, and charged to operations, all costs associated with this transaction.
No further effect on the financial condition of the Company should occur on this
matter.


                                       12
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

4.    COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

BALTIC VENTURES AGREEMENT

On April 30, 2004, the Company executed an Engagement Agreement with Baltic
Ventures, LLC, a New York limited liability company, (Baltic) to provide advice
and representation for strategic opportunities including Mergers, Joint
Ventures, Acquisitions and other business matters and to advise and represent
the Company after such assessment to close a transaction or acquisition after
approval by the Company as soon as reasonably possible. This agreement is valid
through January 31, 2005 and is renewable at the option of either party. For
compensation, the Company issued 25,000 shares of common stock registered on
Form S-8 to each of Baltic's principals, Jeffrey Hale and Terry Kent. Further,
the Company issued 200,000 shares of unregistered, restricted common stock to
Baltic. In the event that Baltic terminates the contract during the initial
term, the 200,000 shares must be returned to the Company. Additionally, the
Company must issue Warrants to purchase up to 1,000,000 shares of the Company's
common stock, exercisable for a two (2) year period, at an exercise price of
$1.00 per share. As compensation for any consummated transaction, the Company is
liable to pay Baltic a commission of 10% of the closing transaction value and
Warrants to purchase up to 1,000,000 shares of the Company's common stock at the
quoted closing price of the Company's common stock on the date of closing with a
term of two (2) years from the closing date. Further, the Company shall
reimburse Baltic for all reasonable out-of-pocket expenses upon approval by the
Company. Additionally, the Company shall furnish Baltic a computer system, if
requested, with a value of not more than $2,500.

5.    RESTATEMENTS

The accompanying quarterly financial statements have been restated to reflect
adjustment related to (i) the recognition of a derivative financial instrument
indexed to and potentially settled in the Company's own stock as a liability
(versus common equity) and a charge or credit to earnings for the change in the
fair value of that liability, (ii) accounting for the allocation of unit
offering proceeds to warrants and beneficial conversion features, (iii) the
reclassification of deferred stock based compensation from an asset (prepaid
expenses) to a reduction in stockholders' equity and (iv) the effects on opening
equity related to restatements to the March 31, 2004 balances as discussed in
Note C to the March 31, 2004 Form 10-KSB/A Amendment No. 2 dated July 13, 2005.


                                       13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

5.    RESTATEMENTS (CONTINUED)

The following tabular presentation reflects the effects of the adjustments on
amounts reported during the three months ended June 30, 2004

<TABLE>
<CAPTION>
                                          Condensed Balance Sheet
                                                June 30, 2004
                                          -----------------------
                                          As Originally
                                             Reported                  Adjustments        As Restated
                                          ---------------             -------------     --------------
<S>                                       <C>               <C>       <C>              <C>
ASSETS

Current assets:
    Cash                                  $       867,097             $      --         $      867,097
    Accounts receivable                            50,000                    --                 50,000
    Prepaid expenses and other                    254,480   (3)           (225,000)             29,480
                                          ---------------             -------------     --------------
Total current assets                            1,171,577                    --                946,577

Property and equipment, net                        20,882                    --                 20,882
Other assets                                       25,670                    --                 25,670
                                          ---------------             -------------     --------------
Total assets                              $     1,218,129             ($   225,000)     $      993,129
                                          ===============             =============     ==============

LIABILITIES AND STOCKHOLDERS (DEFICIENCY) EQUITY

Current liabilities:
    Accounts payable                      $       118,853             $      --         $      118,853
    Accrued compensation                          107,744                    --                107,744
    Current notes payable                          62,787                    --                 62,787
    Stock settlement liability                          --  (1)          1,030,000           1,030,000
                                          ---------------             -------------     --------------
Total current liabilities                         289,384                    --              1,319,384

Notes payable                                     166,783                    --                166,783

Stockholders' (deficit) equity:
    Preferred stock                                     --  (2)            633,177             633,177
    Common stock                                   79,637                    --                 79,637
    Additional paid-in capital                  6,531,934   (1,3,4)        731,259           7,263,193
    Accumulated deficit                        (5,816,844)  (2,4)       (2,619,436)         (8,436,280)
    Other stockholders' equity                    (32,765)                   --                (32,765)
                                          ---------------             -------------   ----------------
Total stockholders' (deficit) equity              761,962                                     (493,038)
                                          ---------------             -------------   ----------------
Total liabilities and stockholders'
    (deficit) equity                      $     1,218,129                               $      993,129
                                          ===============                             ================
</TABLE>


                                       14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

5.    RESTATEMENTS (CONTINUED)

                                     Condensed Statement of Operations
                                     Three Months Ended June 30, 2004
<TABLE>
<CAPTION>
                                           As Originally
                                             Reported              Adjustments        As Restated
                                        --------------           -------------      -------------
<S>                                     <C>                <C>   <C>               <C>
Net revenues                             $      50,000                      --     $      50,000
                                        --------------           -------------      -------------

Operating costs and expenses:
    Cost of contract revenues                      --                       --                 --
    Consulting and professional
       services                                565,371                      --            565,371
    Salaries and related                       422,041                      --            422,041
    General and administrative                  78,919                                    78,919
    Depreciation and amortization                1,940                      --              1,940
                                        --------------           -------------      -------------
                                             1,068,271                                  1,068,271
                                        --------------           -------------      -------------
Loss from operations                        (1,018,271)                     --         (1,018,271)

Derivative loss                                     --      (1)       (180,000)          (180,000)
Other income (expense), net                     (1,780)                     --             (1,780)
                                        --------------           -------------      -------------
Net loss                                 ($  1,020,051)                            ($   1,200,051)
                                        ==============                              =============

Reconciliation of net loss to
    loss applicable to common
    stockholders:
    Net loss                            ($  1,020,051)                      --     ($   1,200,051)
    Preferred stock accretions                      --      (2)       (114,361)          (114,361)
    Preferred stock dividends
       paid                                   (13,971)                      --            (13,971)
    Preferred stock dividends                       --      (2)           (317)              (317)
                                        --------------           -------------      -------------
Loss applicable to common
    stockholders                         ($  1,034,022)                            ($   1,328,700)
                                        ==============                              ============

Loss per common share:
    Basic and diluted loss per
       common share                              (0.01)                                    (0.02)
                                        ==============                              =============
Weighted average common
    shares, basic and diluted               73,056,178                                 73,056,178
                                        ==============                              =============
</TABLE>


                                       15
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

5.    RESTATEMENTS (CONTINUED)

      1     In connection with the Nutmeg Subscription Agreement, a commitment
            was made to issue stock valued at $1,000,000 at such time as a
            registration statement is filed. The ultimate number of common
            shares to be issued is not readily determinable at this time. In
            accordance with EITF 00-19 "Accounting for Derivative Instruments
            Indexed to, and Potentially Settled in, a Company's Own Stock", if
            the value of the ultimate settlement of the liability is
            undeterminable, the proceeds should be recorded as a stock
            settlement liability until such time as the transaction is
            ultimately settled. The initial stock settlement liability should be
            measured at fair value, with changes in fair value reported in
            earnings and disclosed in the financial statements as long as the
            contracts remain classified as a liability. This adjustment has been
            recorded in the accompanying financial statements.

      2     During the year ended March 31, 2004, the Company sold preferred
            stock with warrants to acquire the Company's common stock in two
            separate offerings. The proceeds from these unit offerings were not
            properly allocated to (i) the warrants and (ii) the beneficial
            conversion features underlying the convertible preferred stock.
            Additionally, the discount to the carrying value of the preferred
            stock was not accreted to retained earnings. The adjustment to
            allocate the proceeds among the warrants and the beneficial
            conversion feature, as well as the accretion of the discount to the
            carrying value over the period from the sale of the preferred stock
            through the first contractual date that the preferred stock is able
            to be converted has been recorded in the accompanying financial
            statements.

      3     As of June 30, 2004, the Company had issued certain stock options
            and warrants to non-employees for past and future services. Those
            issuances related to future services will be amortized over the
            contractual performance period as a charge to operations and credit
            to stockholders' equity. These amounts had previously been recorded
            as an asset (prepaid expenses) in the balance sheet. The adjustment
            to reclassify such deferred amounts to a reduction in stockholders'
            equity has been recorded in the accompanying financial statements.

      4     Certain restatements of errors were made to the Company's March 31,
            2004 financial statements as originally filed, and a Form 10-KSB/A
            Amendment no. 2 dated July 13, 2005 was reissued. The effects on
            opening equity related to these restatements has been recorded in
            the accompanying financial statements.


                                       16
<PAGE>

      ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

RESULTS OF OPERATIONS
Three Months Ended June 31, 2004 and June 31, 2003

Revenues: Revenues for the three months ended June 30, 2004 amounted to $50,000,
compared to $39,125 for the three months ended June 30, 2003. Current period
revenues are derived from a $150,000 firm, fixed-price contract (including a
$50,000 option that was exercised) with the U.S. Department of Defense for use
of our fully automated NetGet (C) Internet decryption service. The Company has
recorded revenue on this firm-fixed price contract on a straight-line basis, as
earned, based upon the contract performance period of three months. The
straight-line basis was considered appropriate for this contract because our
deliverables, consisting solely of computer-generated activity reports, are
delivered to the customer on a daily basis over the three month period
contracted. While the Company expects future revenue producing government
contracts, no additional contracts have been executed at this date.

Consulting and professional services: Consulting and professional services for
the three months ended June 30, 2004 amounted to $565,371, compared to $40,728
for the three months ended June 30, 2003. The increase was attributable to the
engagement of firms to raise capital, assist in contract negotiation and
acquisition and assist in seeking strategic merger/acquisition candidates.
During the three months ended June 30, 2004, 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 3 to the Condensed Financial Statements). There can be no assurances that
equity will be acceptable to the Company's consultants on an extended basis.

Salaries and related: Salaries and related for the three months ended June 30,
2004 amounted to $422,041 compared to $59,646 for the three months ended June
30, 2003. The significant increase relates to a higher head count compared to
the same period last year and the Company's officers (i) receiving full
compensation for their services based upon the Company's ability to render such
compensation in cash and (ii) the Board of Director's award of $200,000 in
bonuses to the officers for successful capital acquisition efforts; the later
provided for in the officers' employment agreements.


                                       17
<PAGE>

General and administrative expenses: General and administrative expenses
amounted to $78,919 for the three months ended June 30, 2004, compared to
$54,357 for the three months ended June 30, 2003. The increase is largely
attributable to increased travel expenses necessary to access customers.

Depreciation and amortization: Depreciation and amortization amounted to $1,940
for the three months ended June 30, 2004, compared to $544 for the three months
ended June 30, 2003.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.

Derivative loss: Derivative loss amounted to ($180,000) for the three months
ended June 30, 2004, compared to $0 for the three months ended June 30, 2003.
For the three month period ended June 30, 2004, such balance relates to
adjustments for the change in fair value of the stock settlement liability.

Other income (expense): Other income (expense) amounted to ($1,780) for the
three months ended June 30, 2004, compared to ($7,388) for the three months
ended June 30, 2003. For the three month period ended June 30, 2004, such
balance relates to interest expense on note payable, offset by a small balance
of interest income, where in the prior year the balance also included other
miscellaneous expenses.

Preferred stock dividends and accretion: Preferred stock dividends and
accretions relate to the Company's Series A and Series B Preferred Stock, each
having cumulative dividend features. The Company pays its dividends on preferred
stock timely. For purposes of computing loss attributable to common
stockholders, net loss is reduced by preferred stock dividends and accretions to
the carrying values of the preferred stock..

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 $(1,200,051) and used cash of $(587,397) in
conducting its operations. 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, 2005 are not projected to be sufficient to sustain the Company's, management
currently believes that existing cash reserves of $867,097, coupled with a
potential outstanding commitment for approximately $750,000 in connection with
the Nutmeg Subscription Agreement (see Note 3), and contract backlog 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:


                                       18
<PAGE>

a.    Management does not believe that the significant level of cash used in
      operations during the three months ended June 30, 2004 ($587,397) is
      indicative of cash flow usage during the next four fiscal quarters. Cash
      flow from operations during the current quarter included two amounts, as
      follows, that increased cash usage. First, a bonus of $200,000 was awarded
      to two officers by the Company's Board of Directors during the first
      quarter, which was the maximum amount allowable under their respective
      employment contracts. Accordingly, at this time, no further officer
      bonuses are contemplated. Second, the Company used cash proceeds from the
      Nutmeg Subscription Agreement to pay certain current and past due accounts
      payable and accrued liabilities amounting to $232,301. While payments on
      accounts payable and accrued expenses will continue in the normal course
      of business, such payments are not expected to be at the level reflected
      in the Company's first quarter operations.

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

c.    Management currently has one U.S. Department of Defense contract in
      progress, that has firm backlog of $100,000 remaining as of June 30, 2004,
      and proposals outstanding for three additional contracts. In addition,
      current backlog includes an amount of $50,000 related to the exercise in
      the current quarter of an option on the base contract.

d.    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.

e.    The Company's working capital deficiency of ($372,807) includes a stock
      settlement liability of $1,030,000 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.

f.    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, 2005, 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'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 3) and, ultimately, the achievement of
profitable operations. The financial statements do not include any adjustments
that might arise as a result of this uncertainty.


                                       19
<PAGE>

LIQUIDITY
June 30, 2004 compared to March 31, 2004

The Company has working capital deficit of $372,807 as of June 30, 2004 compared
to $235,384 as of March 31, 2004. Net working capital of $844,096 was generated
from financing activities during the quarter ended June 30, 2004, consisting of
proceeds from the Nutmeg Subscription Agreement, proceeds from the exercise of
employee stock options and the sale of common stock to third parties. The
working capital generated from these financing activities was diminished by
($587,397) and ($12,399) from operating and investing activities respectively.
Operating activities during the three months ended June 30, 2004 reflected
significant continuing operating losses, although there continues to be $100,000
in backlog on the current Department of Defense contract. In addition, cash
proceeds from the financing activities were used to reduce accounts payable and
accrued liabilities by $232,301. Investing expenditures related solely to
upgrades in the Company's computer network.

As more fully described in Note 3 to the Condensed Financial Statements, the
Company has received a potential 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 an Amended Registration
Statement on November 4, 2004. There can be no assurances that the Registration
Statement will be declared effective by the Securities and Exchange Commission.
There are no other funding commitments as of this date.

The Company continues to carry indebtedness of $50,000 that is in default and
$179,570 that is being serviced in accordance with the original terms and
conditions. Creditors of debt in default have not and are not expected to demand
current payment, although they have the right to do so. Principal and interest
payment terms on indebtedness are not expected to require significant amounts of
cash in the near term. In addition, the Company has no commitments or plans to
incur any additional indebtedness.

OFF BALANCE SHEET ARRANGEMENTS

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


                                       20
<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 the first two quarterly financial statements for fiscal 2005.


                                       21
<PAGE>

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 rise 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) access current developments training programs for financial employees and

(iii) provide 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.


                                       22
<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.


                                       23
<PAGE>

PART  II. OTHER INFORMATION
ITEM  2. UNREGISTERES SALES OF EQUITY SECURITIES

The securities described below represent AdZone securities sold by it for the
period starting from April 1, 2004 to June 30, 2004 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.

PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

On May 20, 2004, the Company executed a Subscription Agreement with The Nutmeg
Group, L. L. C., a U. S. Virgin Islands limited liability company, for the sale
of common stock and warrants. The aggregate purchase price is $1,750,000 to be
paid in three traunches as follows: (1) $400,000 by May 20, 2004 (net proceeds
of $320,000 were received for 3,457,217 shares and warrants to acquire 1,728,600
shares of common stock); $600,000 by June 4, 2004 (net proceeds of $530,000 were
received for 3,289,474 share of common stock and warrants to acquire 1,644,737
shares of common stock); and $750,000, at the option of the Company, within five
(5) days of the date that a Registration Statement covering the underlying
securities in this agreement is declared effective by the U. S. Securities and
Exchange Commission. The number of shares issued and/or to be issued is stated
to be equal to the purchase price divided by the lesser of a) $0.20 per share;
b) 57.0% of the average closing bid price for the Company's common stock on the
two trading days prior to the closing of the respective traunche; or c) 57.0% of
the average closing bid price for the Company's common stock on the two (2)
trading days prior to the date on which the Registration Statement covering the
underlying shares in this agreement is declared effective by the U. S.
Securities and Exchange Commission. Nutmeg received on Traunches 1 and 2, and
will be issued on Traunch 3, Warrants to purchase shares of common stock
exercisable into such number of shares of common stock as is equal to 50.0% of
the Purchase Price paid by Nutmeg, divided by the Fixed Price.

SALES OF DEBT AND WARRANTS FOR CASH

None.

OPTION GRANTS

There was no option grants during this quarter.

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS

On April 30, 2004, the Company executed an Engagement Agreement with Baltic
Ventures, LLC, a New York limited liability company, (Baltic) to provide advise
and representation for strategic opportunities including Mergers, Joint
Ventures, Acquisitions and other business matters and to advise and represent
the Company after such assessment to close a transaction or acquisition after
approval by the Company as soon as reasonably possible. For compensation, the
Company issued 25,000 shares of common stock registered on Form S-8 each to
Baltic's principals, Jeffrey Hale and Terry Kent. Further, the Company issued
200,000 shares of unregistered, restricted common stock to Baltic. Additionally,
the Company must issue Warrants to purchase up to 1,000,000 shares of the
Company's common stock, exercisable for a two (2) year period, at an exercise
price of $1.00 per share.


                                       24
<PAGE>

The issuance of the shares and the warrants 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 Investors 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.


                                       25
<PAGE>

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

NONE.


                                       26
<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.


                                       27
<PAGE>

PART  II. OTHER INFORMATION

ITEM  5. OTHER INFORMATION

NONE.


                                       28
<PAGE>

PART  II. OTHER INFORMATION
ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

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

      (b)   Reports on Form 8-K

            Form 8-K was filed August 4, 2004 regarding a change in our
            Registered Public Accountant.


                                       29
<PAGE>

                                   SIGNATURES

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

ADZONE RESEARCH, INC.


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


                                       30