UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB





x QUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934




FOR
      THE
      QUARTERLY PERIOD ENDING SEPTEMBER 30, 2007





OR




oTRANSITION
      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), and (2) has been subject to such filing requirements
      for
      the past 90 days Yes xNo o.





Indicate
      by check whether the registrant is a shell company (as defined in rule 12b
      of
      the Exchange
      Act)


Yes
oNo
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: 256,531,638 common shares, $.001 par value,
      as
      of as November 9, 2007.





Transitional
      small business disclosure format (check one): Yes oNo x





**ADZONE
      RESEARCH, INC.**


**FORM
      10-QSB FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2007**





**INDEX**





**PART
      I. CONDENSED FINANCIAL INFORMATION**


ITEM
                  1. UNAUDITED CONDENSED FINANCIAL STATEMENTSCONDENSED
                  BALANCE SHEETS AS OF SEPTEMBER 30, 2007AND MARCH 31,
                  2007(AUDITED)
              
              3UNAUDITED
                    CONDENSED STATEMENTS OF OPERATIONS FOR SIX AND THREE MONTHS ENDED
                    SEPTEMBER 30, 2007 AND 2006
              
              4-5UNAUDITED
                  CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT FOR THE SIX MONTHS ENDED
                  SEPTEMBER 30, 2007
              
              6UNAUDITED
                  CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER
                  30,
                  2007 AND 2006
              
              7-8NOTES
                  TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
              
              9ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
                  OPERATIONS
              
              15ITEM
                  3. CONTROLS AND PROCEDURES
              
              19**PART
                  II. OTHER INFORMATION**ITEM
                  1. LEGAL PROCEEDINGS
              
              20ITEM
                  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS
              
              20ITEM
                  3. DEFAULTS UPON SENIOR SECURITIES
              
              21ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              22ITEM
                  5. OTHER INFORMATION
              
              23ITEM
                  6. EXHIBITS
              
              24SIGNATURES
              
              25





2




**PART
      I. CONDENSED FINANCIAL INFORMATION**


**ITEM
      1. UNAUDITED CONDENSED FINANCIAL STATEMENTS**





**ADZONE
      RESEARCH, INC.**


**CONDENSED
      BALANCE SHEETS**


**SEPTEMBER
      30, 2007 AND MARCH 31, 2007**


**September
                  30,**
                **2007**
              
              **March
                  31,**
                **2007****(unaudited)**
              
              **(audited)****ASSETS**Current
                  assets:Cash
              
              $
              415
              
              $
              57,468Accounts
                  receivable
              
              
              —
              
              
              999Prepaid
                  expenses and other current assets
              
              
              199,573
              
              
              274,861Total
                  current assets
              
              
              199,988
              
              
              333,328Property
                  and equipment, net
              
              
              950
              
              
              14,012Other
                  assets
              
              
              48
              
              
              127Total
                  Assets
              
              $
              200,986
              
              $
              347,467**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**Current
                  liabilities:Accounts
                  payable
              
              $
              220,339
              
              $
              173,730Accrued
                  compensation
              
              
              1,645,657
              
              
              589,509Accrued
                  expenses
              
              
              405,871
              
              
              908,767Loan
                  payable -convertible debentures
              
              
              1,693,500
              
              
              1,586,919Due
                  to stockholder
              
              
              400,000
              
              
              400,000Loans
                  payable
              
              
              37,410
              
              
              —Total
                  current liabilities
              
              
              4,402,777
              
              
              3,658,925Total
                  Liabilities
              
              
              4,402,777
              
              
              3,658,925Commitments
                  and contingencies
              
              
              —
              
              
              —Stockholders’
                  deficit:Preferred
                  stock
              
              
              31,969
              
              
              43,469Common
                  stock
              
              
              256,532
              
              
              195,871Common
                  stock to be issued
              
              
              —
              
              
              20,000Additional
                  paid-in capital
                Accumulated
                  deficit
              
              
              24,605,794
                (29,079,143
              )
              
              24,359,957
                (27,913,812
              )Other
              
              
              (16,943
              )
              
              (16,943
              )Total
                  Stockholders’ Deficit
              
              
              (4,201,791
              )
              
              (3,311,458
              )Total
                  Liabilities and Stockholders’ Deficit
              
              $
              200,986
              
              $
              347,467




*See
                notes to financial statements.*




3




**ADZONE
      RESEARCH, INC.**


**UNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**


**September
                  30,**
                **2007**
              
              **September
                  30,**
                **2006****(unaudited)**
              
              **(unaudited)**Net
                  contract revenues
              
              $
              —
              
              $
              58,338Operating
                  costs and expenses:Consulting
                  and professional services
              
              
              262,741
              
              
              749,716Salaries
                  and related costs
              
              
              629,766
              
              
              1,266,720General
                  and administrative
              
              
              91,531
              
              
              642,298Depreciation
                  and amortization
              
              
              13,062
              
              
              12,260997,100
              
              
              2,670,994Loss
                  from operations
              
              
              (997,100
              )
              
              (2,612,656
              )Other
                  income (expense)Interest
                  expense, net
              
              
              (86,371
              )
              
              (36,822
              )Interest
                  expense-debenture amortization
              
              
              (81,581
              )
              
              (148,066
              )Extinguishment
                  gains
              
              
              —
              
              
              495,000Derivative
                  loss
              
              
              —
              
              
              (76,000
              )Total
                  other income (expense)
              
              
              (167,952
              )
              
              234,112Net
                  Loss
              
              $
              (1,165,052
              )
              $
              (2,378,544
              )Reconciliation
                  of net loss applicableto
                  common stockholders:Net
                  loss
              
              $
              (1,165,052
              )
              $
              (2,378,544
              )Preferred
                  stock dividends
              
              
              (279
              )
              
              (1,674
              )Loss
                  applicable to common stockholders
              
              $
              (1,165,331
              )
              $
              (2,380,218
              )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
              
              
              223,430,859
              
              
              186,670,020





*See
      notes to financial statements*




4




**ADZONE
      RESEARCH, INC.**


**UNAUDITED
      CONDENSED STATEMENTS OF OPERATIONS**


**THREE
      MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**




**September
                  30,**
                **2007**
              
              **September
                  30,**
                **2006****(unaudited)**
              
              **(unaudited)**Net
                  contract revenues
              
              $
              —
              
              $
              35,931Operating
                  costs and expenses:Consulting
                  and professional services
              
              
              105,225
              
              
              150,893Salaries
                  and related costs
              
              
              307,165
              
              
              298,045General
                  and administrative
              
              
              38,479
              
              
              182,640Depreciation
                  and amortization
              
              
              6,526
              
              
              6,130457,395
              
              
              637,708Loss
                  from operations
              
              
              (457,395
              )
              
              (601,777
              )Other
                  income (expense)Interest
                  expense, net
              
              
              (43,384
              )
              
              (34,593
              )Interest
                  expense-debenture amortization
              
              
              (26,873
              )
              
              (53,000
              )Extinguishment
                  gains
              
              
              —
              
              
              245,000Derivative
                  loss
              
              
              —
              
              
              (372,000
              )Total
                  other income (expense)
              
              
              (70,257
              )
              
              (529,407
              )Net
                  Loss
              
              $
              (527,652
              )
              $
              (72,370
              )Reconciliation
                  of net loss applicableto
                  common stockholders:Net
                  loss
              
              $
              (527,652
              )
              $
              (72,370
              )Preferred
                  stock dividends
              
              
              —
              
              
              (837
              )Loss
                  applicable to common stockholders
              
              $
              (527,652
              )
              $
              (73,207
              )Loss
                  per common share:Basic
                  and diluted loss per common share
              
              $
              (0.00
              )
              $
              (0.00
              )Shares
                  used in computing basic and diluted loss per common share
              
              
              239,003,860
              
              
              190,215,190





*See
      notes to financial statements*




5




**ADZONE
      RESEARCH, INC.**


**UNAUDITED
      CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007**


**Preferred**
              
              **Common**
              
              **Common**
                **Stock****Stock**
              
              **Stock**
              
              **To
                  Be**
              
              **Paid-in**
              
              **Accumulated****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Issued**
              
              **Capital**
              
              **Deficit**
              
              **Other**
              
              **Total**Balance
                  April 1, 2007
              
              
              3.12
              
              $
              43,469
              
              
              195,870,968
              
              $
              195,871
              
              $
              20,000
              
              $
              24,359,957
              
              $
              (27,913,812
              )
              $
              (16,943
              )
              $
              (3,311,458
              )Issuance
                  of common stock for:Cash
              
              
              
              
              
              
              
              
              30,833,334
              
              
              30,833
              
              
              (20,000
              )
              
              21,667
              
              
              
              
              
              
              
              
              32,500Professional
                  services
              
              
              -
              
              
              -
              
              
              28,827,336
              
              
              28,827
              
              
              
              
              
              213,671
              
              
              -
              
              
              -
              
              
              242,498Conversion
                  of preferred stock
              
              
              (0.34
              )
              
              (11,500
              )
              
              1,000,000
              
              
              1,000
              
              
              
              
              
              10,500
              
              
              
              
              
              
              
              
              -Preferred
                  stock dividends paid
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              (279
              )
              
              -
              
              
              (279
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              -
              
              
              (1,165,052
              )
              
              -
              
              
              (1,165,052
              )Balance
                  September 30, 2007
              
              
              2.78
              
              $
              31,969
              
              
              256,531,638
              
              $
              256,532
              
              $
              -
              
              $
              24,605,794
              
              $
              (29,079,143
              )
              $
              (16,943
              )
              $
              (4,201,791
              )




*See
      notes to financial statements.*




6


**ADZONE
      RESEARCH, INC.**


**UNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**


**September
                  30,**
                **2007**
              
              **September
                  30,**
                **2006****(unaudited)**
              
              **(unaudited)****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
              (1,165,052
              )
              $
              (2,378,544
              )Adjustments
                  to reconcile net loss to net cash flows used in operating
                  activities:Depreciation
                  and amortization
              
              
              13,063
              
              
              12,260Derivative
                  loss
              
              
              —
              
              
              76,000Amortization
                  of debt discount
              
              
              81,581
              
              
              233,196Extinguishment
                  gains
              
              
              —
              
              
              (495,000
              )Stock
                  based compensation:Professional
                  services/consultants and directors
              
              
              211,000
              
              
              848,726Employee
                  compensation
              
              
              —
              
              
              557,545Warrants
                  and options issued to non-employees for services
              
              
              —
              
              
              6,000Amortization
                  of deferred stock-based compensation
              
              
              —
              
              
              77,341Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              999
              
              
              7,224Prepaid
                  expenses and other current assets
              
              
              75,287
              
              
              (89,884
              )Deferred
                  revenue
              
              
              —
              
              
              (55,555
              )Accounts
                  payable and accrued expenses
              
              
              631,359
              
              
              337,002Net
                  cash flows used in operating activities
              
              
              (151,763
              )
              
              (945,070
              )**CASH
                  FLOW FROM FINANCING ACTIVITIES**Payment
                  to stockholder
              
              
              —
              
              
              (500,000
              )Proceeds
                  from issuance of notes payable
              
              
              25,000
              
              
              716,000Proceeds
                  from issuance of common stock
              
              
              32,500
              
              
              —Proceeds
                  from loans payable
              
              
              37,410
              
              
              —Proceeds
                  from the exercise of employee stock options
              
              
              —
              
              
              202,813Cash
                  paid for preferred stock dividends
              
              
              (279
              )
              
              (1,674
              )Decrease
                  in restricted cash
              
              
              79
              
              
              10,513Net
                  cash flows provided by financing activities
              
              
              94,710
              
              
              427,652Net
                  decrease in cash
              
              
              (57,053
              )
              
              (517,418
              )Cash
                  at beginning of period
              
              
              57,468
              
              
              1,068,871Cash
                  at end of period
              
              $
              415
              
              $
              551,453




*See
      notes to financial statements*




7


**ADZONE
      RESEARCH, INC.**


**UNAUDITED
      CONDENSED STATEMENTS OF CASH FLOWS**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**





**September
                30,**
              **2007**
            
            **September
                30,**
              **2006****(unaudited)**
            
            **(unaudited)****SUPPLEMENTAL
                DISCLOSURES**Cash
                paid for interest
            
            $
            —
            
            $
            17,328**SUPPLEMENTAL
                DISCLOSURE ON NON-CASH INVESTING AND FINANCING
                ACTIVITIES:**Conversion
                of debentures
            
            $
            —
            
            $
            144,749




*See
      notes to financial statements*




8





**ADZONE
      RESEARCH, INC.**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007**





**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, 2007.





In
      the
      opinion of management, the financial statements reflect all adjustments
      (consisting of only normal and recurring adjustments) necessary to present
      fairly the financial position, results of operations and cash flows for those
      periods presented. Operating results for the six months ended September 30,
      2007
      are not necessarily indicative of the results that may be expected for the
      year
      ended March 31, 2008.





**Certain
      accounting policies:**





In
      July
      2006 the FASB issued Financial Interpretation No. 48, *Accounting
      for Uncertainty in Income Taxes* (“FIN 48”),
      as an interpretation of SFAS No. 109, *Accounting
      for Income Taxes.* FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise’s financial statements in accordance with SFAS No. 109 and
      prescribes a recognition threshold of more-likely-than-not to be sustained
      upon
      examination. Measurement of the tax uncertainty occurs if the recognition
      threshold has been met. FIN 48 also provides guidance on derecognition,
      classification, interest, penalties, accounting in interim periods, disclosure,
      and transition. FIN 48 is effective beginning February 1, 2007.
      Differences between the amounts recognized in the statements of financial
      position prior to the adoption of FIN 48 and the amounts reported after
      adoption should be accounted for as a cumulative-effect adjustment recorded
      to
      the beginning balance of retained earnings. The Company has evaluated the impact
      of the adoption of this interpretation and it has no impact on the Company’s
      financial position, cash flows, and results of operations as of the end of
      the
      quarter.




Revenue
      recognition:




The
      Company derived $-0- of revenues during the six month period ended September
      30,
      2007 and $58,338 of revenues during the six month period ended September 30,
      2006, under a licensing arrangement for commercial applications of the Company’s
      technologies. Revenue is recognized ratably over the term of the agreement.




9


**ADZONE
      RESEARCH, INC.**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007**





**1.** **BASIS
          OF PRESENTATION (CONTINUED)**





Stock
      issued for services:





The
      Company compensates some of its professional service providers, consultants,
      officers and directors with shares of the Company’s common stock or common 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 using the
      Black-Scholes model. The expenses are recognized over the underlying service
      period.





**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 $1,165,052 and used cash of $151,763 in
      conducting its operations during the six months ended September 30, 2007. In
      addition, the Company has a working capital deficiency of $4,202,789 as of
      that
      date. These conditions raise substantial doubt about the Company’s ability to
      continue as a going concern.





Management
      considered the following specific elements of its internal projections in making
      its conclusions about its ability to continue for approximately twelve
      months:





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





b.
            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.





c.
            The
                Company is presently pursuing additional financing. In addition,
                the
                Company does not anticipate making any significant loan payments
                in the
                near future and has not been notified by the note holders as to their
                intentions.




10




**ADZONE
      RESEARCH, INC** .


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**


**SIX
      MONTHS ENDED SEPTEMBER 30 2007**




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





The
      Company’s ability to continue as a going concern is dependent upon the
      liabilities being paid with the Company’s equity securities for compensation of
      services 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.
      STOCKHOLDERS’ EQUITY**





ISSUANCES
      OF COMMON STOCK AND WARRANTS




During
      the six month period ended September 30, 2007, the Company issued an aggregate
      of 60,660,670 shares of common stock, as follows: (i) 1,000,000 shares for
      the
      conversion of preferred stock at a conversion price equal to $.01; (ii)
      23,250,000 shares for consulting and non-employee related services performed
      on
      behalf of the Company valued at $0.002 to $.01 per share; (iii) 5,577,336 shares
      of common stock in payment of accounts payable valued at $0.0045 to $0.0075
      per
      share; and (iv) 30,833,334 shares for the purchase of common stock valued at
      $0.001 to $0.003 per share.





During
      the six month period ended September 30, 2007. the Company granted warrants
      to
      investors for financing through the sale of common stock and in consideration
      thereof granted warrants to purchase up to 30,833,334 shares of the Company’s
      common stock at the exercise price of $0.01. These warrants expire in
      2009.





During
      the six month period ended September 30, 2007, the Company granted warrants
      for
      professional services to purchase up to 500,000 shares of the Company’s common
      stock at the exercise price of $0.01. These warrants expire in
      2009.





**4.
      STOCK BASED COMPENSATION**





The
      Company’s 2007 stock option plan, which is approved by the board of directors,
      permits the grant of 25,000,000 shares of common stock as stock compensation.
      All stock options under the plan are granted at the fair market value of the
      common stock at the grant date. Employee stock options vest ratably over a
      five
      year period and expire 10 years from the grant date.




11





Effective
      January 1, 2006, the Company’s Plan is accounted for in accordance with the
      recognition and measurement provisions of Statement of Financial Accounting
      Standards ("FAS") No. 123 (revised 2004), Share-Based Payment ("FAS 123(R)"),
      which replaces FAS No. 123, Accounting for Stock-Based Compensation, and
      supersedes Accounting Principles Board Opinion ("APB") No. 25, Accounting for
      Stock Issued to Employees, and related interpretations. FAS 123 (R) requires
      compensation costs related to share-based payment transactions, including
      employee stock options, to be recognized in the financial statements. In
      addition, the Company adheres to the guidance set forth within Securities and
      Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which
      provides the Staff's views regarding the interaction between SFAS No. 123(R)
      and
      certain SEC rules and regulations and provides interpretations with respect
      to
      the valuation of share-based payments for public companies.





Prior
      to
      January 1, 2006, the Company accounted for similar transactions in accordance
      with APB No. 25 which employed the intrinsic value method of measuring
      compensation cost. Accordingly, compensation expense was not recognized for
      fixed stock options if the exercise price of the option equaled or exceeded
      the
      fair value of the underlying stock at the grant date.




In
      adopting FAS 123(R), the Company applied the modified prospective approach
      to
      transition. Under the modified prospective approach, the provisions of FAS
      123
      (R) are to be applied to new awards and to awards modified, repurchased, or
      cancelled after the required effective date. Additionally, compensation cost
      for
      the portion of awards for which the requisite service has not been rendered
      that
      are outstanding as of the required effective date shall be recognized as the
      requisite service is rendered on or after the required effective date. The
      compensation cost for that portion of awards shall be based on the grant-date
      fair value of those awards as calculated for either recognition or pro-forma
      disclosures under FAS 123.





During
      the six month ended September 30, 2007 and 2006, the Company recognized
      share-based compensation expense totaling $-0- in the 2007 period and $742,929
      in the 2006 period, respectively. For the six months ended September 30, 2007
      and 2006, the amount included in the Consolidated Statements of Operations,
      was
      $-0- and $742,929 within salaries and related costs, respectively. No income
      tax
      benefit has been recognized in the income statement for share-based compensation
      arrangements due to history of operating losses.




Stock
      option compensation expense in 2007 and 2006 is the estimated fair value of
      options granted amortized on a straight-line basis over the requisite service
      period.





The
      weighted average estimated fair value of stock options granted in the six months
      ended September 30, 2007 and 2006 was $0.00 and $0.54, respectively. The fair
      value of options at the date of grant was estimated using the Black-Scholes
      option pricing model. During 2007, the Company took into consideration guidance
      under SFAS 123R and SEC Staff Accounting Bulletin No. 107 (SAB 107) when
      reviewing and updating assumptions. The expected volatility is based upon
      historical volatility of our stock and other contributing factors. The expected
      term is based upon the contractual term of the options. The Company’s uses the
      available rate on zero-coupon government obligations with a remaining term
      equal
      to the expected life of the options as the basis for its risk-free interest
      rate.





The
      assumptions made in calculating the fair values of options are as follows:





Six
                Months EndedSeptember
                30,
              2007
            
            September
                30,
              2006Expected
                term (in years)
            
            
            10
            
            
            10Expected
                volatility
            
            
            164.0
            %
            
            154.0
            %Expected
                dividend yield
            
            
            0
            %
            
            0
            %Risk-free
                interest rate
            
            
            5.0
            %
            
            4.5
            %




12




There
      were no options granted under the Plan during the six months ended September
      30,
      2007. In the six months ended September 30, 2006, 4,300,000 options were granted
      at an exercise price of $0.11 per share. Stock grants are issued at a price
      that
      is equal to the closing market price on the date of each grant.





The
      following table represents our stock options granted, exercised, and forfeited
      during the first six months of 2007.




Weighted
            
            
            WeightedAverage
            
            
            AverageExercise
            
            
            Remaining
            
            
            AggregateNumber
            
            
            Price
            
            
            Contractual
            
            
            IntrinsicStock
                Options
            
            
            of
                Options
            
            
            per
                Option
            
            
            Term
            
            
            ValueOutstanding
                at April 1, 2007
            
            
            43,025,000
            
            $
            .55
            
            
            5.11
                years
            
            $
            0.55Granted
            
            
            0
            
            $
            0.00Exercised
            
            
            0
            
            $
            0.00Forfeited/expired
            
            
            0
            
            $
            0.00Outstanding
                at September 30, 2007
            
            
            43,025,000
            
            $
            .55
            
            
            4.27
                years
            
            $
            0.55Exercisable
                at September 30, 2007
            
            
            43,025,000
            
            $
            .55
            
            
            4.27
                years
            
            $
            0.55





13


**ADZONE
      RESEARCH, INC.**


**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**


**SIX
      MONTHS ENDED SEPTEMBER 30, 2007**





**5.
      LOANS PAYABLE-CONVERTIBLE DEBENTURES**


Loans
                  payable at March 31, 2007
              
              $
              1,586,919New
              
              
              25,000Amortization
                  of discount
              
              
              81,581Loans
                  payable at September 30, 2007
              
              $
              1,693,500





During
      the six months ended September 30, 2007, the Company issued a $25,000
      convertible promissory note for cash. The note bears interest at 4% and is
      due
      in one year from date of issue. The note is convertible into shares of the
      Company’s common stock at 80% of the market value on the date of conversion.





The
      fair
      value of the beneficial conversion of the above notes is greater than the fair
      value of the debt resulting in a debt discount of $81,581 which has been charged
      to Interest Expense-Debenture Amortization.





**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 have been made in the accompanying
      financial statements.




14




**PART
      1. CONDENSED FINANCIAL INFORMATION**




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
      OPERATIONS**





**Special
      Note on Forward-Looking Statements.** Certain
      statements in “Management’s Discussion and Analysis and Plan of Operations”
below, and elsewhere in this quarterly report, are not related to historical
      results, and are forward-looking statements. Forward-looking statements present
      our expectations or forecasts of future events. You can identify these
      statements by the fact that they do not relate strictly to historical or current
      facts. These statements involve known and unknown risks, uncertainties and
      other
      factors that may cause our actual results, levels of activity, performance
      or
      achievements to be materially different from any future results, levels of
      activity, performance or achievements expressed or implied by such
      forward-looking statements. Forward-looking statements frequently are
      accompanied by such words such as “may,” “will,” “should,” “could,” “expects,”
“plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue,” or the negative of such terms or other words and
      terms of similar meaning. Although we believe that the expectations reflected
      in
      the forward-looking statements are reasonable, we cannot guarantee future
      results, levels of activity, performance, achievements, or timeliness of such
      results. Moreover, neither we nor any other person assumes responsibility for
      the accuracy and completeness of such forward-looking statements. We are under
      no duty to update any of the forward-looking statements after the date of this
      quarterly report. Subsequent written and oral forward looking statements
      attributable to us or to persons acting in our behalf are expressly qualified
      in
      their entirety by the cautionary statements and risk factors set forth below
      and
      elsewhere in this quarterly report, and in other reports filed by us with the
      SEC.




You
      should read the following description of our financial condition and results
      of
      operations in conjunction with the financial statements and accompanying notes
      included in this report beginning on page F-1.





AdZone
      follows the accrual basis of accounting in accordance with U.S. generally
      accepted accounting principles.





OVERVIEW





We
      were
      incorporated in Delaware on May 31, 1994 under the name Executive Help Services,
      Inc. for the purpose of developing an Internet web site that would offer
      planning of professional office space and design of modular office furniture
      with direct ordering capabilities. From our inception until June 1999, we had
      no
      significant operations. In June 1999, we began to offer our products and
      services through an e-commerce website, "www.modularoffice.com", which offered
      office furnishings to businesses ranging in size from small businesses operating
      in home offices to large corporate customers.





On
      August
      10, 2001, we closed an Agreement and Plan of Share Exchange with AII whereby
      we
      exchanged 18,000,000 shares of our restricted common stock for 100% of the
      issued and outstanding common stock of AII. Immediately thereafter, we effected
      a merger of the two entities with AII as the surviving entity. At the time
      of
      the merger, we changed our corporate name to AdZone Research, Inc. and our
      trading symbol was changed to "ADZR."




15





Our
      principal executive offices are located at 4062-80 Grumman Boulevard, Calverton,
      New York 11933 and our telephone number is (631) 369-1100.





**RESULTS
      OF OPERATIONS**





*Six
      Months Ended September 30, 2007*





Revenues :
      Revenues for the six months ended September 30, 2007 amounted to $-0- compared
      to $58,338 for the six months ended September 30, 2006. This decrease in revenue
      in the amount of $58,338 is primarily attributable to the termination of a
      prior
      licensing agreement dated as of October 3, 2005 which we entered into with
      All-In Movie LLC for the licensing of the Company’s technologies.





Consulting
      and professional services :
      Consulting and professional services for the six months ended September 30,
      2007
      amounted to $262,741 compared to a $749,716 for the six months ended September
      30, 2006. The decrease in the amount of $486,975 was primarily attributable
      to a
      curtailment in the engagement of firms to raise capital, assist in contract
      negotiation and assist in seeking strategic merger/acquisition candidates.
      During the six months ended September 30, 2007, 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 4 to the accompanying 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 costs :
      Salaries and related costs for the six months ended September 30, 2007 amounted
      to $629,766 compared to $1,266,720 for the six months ended September 30, 2006.
      The decrease in the amount of $636,954 relates to a lower head count compared
      to
      the same period last year and the decrease in the issuance of stock grants
      and
      options to employees.





General
      and administrative expenses :
      General
      and administrative expenses amounted to $91,531 for the six months ended
      September 30, 2007, compared to $642,298 for the six months ended September
      30,
      2006. The decrease is largely attributable to the reduction in the issuance
      of
      stock grants and options to Directors and the curtailment of certain
      expenses.





Depreciation
      and amortization :
      Depreciation and amortization amounted to $13,062 for the six months ended
      September 30, 2007, compared to $12,260 for the six months ended September
      30,
      2006. The increase in the amount of $802 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 $(167,952) for the six months ended September
      30,
      2007, compared to ($234,112) for the six months September 30, 2006. The
      components of other income (expense) are as follows for the six months ended
      September 30, 2007 and 2006.




16




2007
            
            2006Other
                income (expense)Interest
                income (expense), net
            
            $
            (86,371
            )
            $
            (36,822
            )Interest
                expense-debenture amortization
            
            
            (81,581
            )
            
            (148,066
            )Extinguishment
                gains)
            
            
            —
            
            
            495,000Derivative
                loss
            
            
            —
            
            
            (76,000
            )$
            (167,952
            )
            $
            (234,112
            )





Preferred
      stock dividends :
      Preferred stock dividends relate to cumulative dividend features associated
      with
      the Company’s Series A and Series B Preferred Stock. Preferred stock dividends
      were $279 during the six month period ended September 30, 2007 and $1,674 during
      the six month period ended September 30, 2006. For purposes of computing loss
      attributable to common stockholders, net loss is increased by preferred stock
      dividends.





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 $1,165,052 and used cash of $151,763 in
      conducting its operations during the six months ended September 30, 2007. In
      addition, the Company has a working capital deficiency of $4,202,789 as of
      that
      date. These recurring conditions raise substantial doubt about the Company’s
      ability to continue as a going concern.





Management
      considered the following specific elements of its internal projections in making
      its conclusions about its ability to continue for approximately twelve
      months:





a.
            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, provided that we have to obtain the requisite
                vote of
                our shareholders to increase out total authorized shares of common
                stock.
                While such non-cash expense is not currently expected to be as high
                in the
                near term future quarters as during the current six months, based
                upon
                ongoing discussions with the vendors, management believes that they
                will
                continue to accept such securities in the foreseeable
                future.





b.
            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.




17





c.
            The
                Company is presently pursuing additional financing. In addition,
                the
                Company does not anticipate making any significant loan payments
                in the
                near future and has not been notified by the note holders as to their
                intentions.





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





The
      Company’s ability to continue as a going concern is dependent upon the
      liabilities being paid with the Company’s equity securities for compensation of
      services and, ultimately, the achievement of profitable operations. The
      financial statements do not include any adjustments that might arise as a result
      of this uncertainty.





LIQUIDITY





*September
      30, 2007 compared to March 31, 2007*





The
      Company has working capital deficit of $4,202,789 as of September 30, 2007
      compared to $3,325,597 as of March 31, 2007. Net working capital of $94,710
      was
      generated from financing activities during the six months ended September 30,
      2007, consisting primarily of borrowings under convertible debentures, loans
      payable and the issuance of common stock. The working capital generated from
      these financing activities was diminished by $151,763 from operating activities.
      Operating activities during the six months ended September 30, 2007 reflected
      significant continuing operating losses.





OFF
      BALANCE SHEET ARRANGEMENTS





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


18


**PART
      I. CONDENSED FINANCIAL INFORMATION**





ITEM
      3.
      CONTROLS AND PROCEDURES





(a)
      As of
      the end of the period covered by this report ("the Evaluation Date"), our
      management, including our chief executive officer and principal accounting
      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 weaknesses in our internal
      disclosure controls and procedures.





Our
      auditors advised
      AdZone that this internal control deficiency constitutes a weakness as defined
      in Statement of Auditing Standards No. 60. Certain of these internal control
      weaknesses may also constitute weaknesses in our disclosure controls.  Our
      chief
      executive officer and principal accounting officer concluded that as of the
      Evaluation Date our disclosure controls and procedures were not effective.
      Our
      chief executive officer and principal accounting 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 principal accounting officer, to
      allow
      timely decisions regarding required disclosure.





The
      Company does not possess the financial resources to address other than the
      most
      rudimentary of accounting and reporting requirements, and therefore relies
      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 weakness in internal control.





We
      currently believe we will need to take additional steps to remediate the
      above-referenced 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.





We
      are
      implementing a better system of controls and review process by our management
      to
      avoid similar problems in the future. This is being accomplished by a periodic
      review of our day to day financial entries by management to avoid any improper
      entries or issues that need to be resolved in accordance with proper generally
      accepted accounting principles (GAAP).





Disclosure
      controls and procedures are controls that are designed to ensure that
      information required to be disclosed in our reports filed or submitted under
      the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Securities and Exchange Commission’s rules and forms.
      Disclosure controls and procedures include without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer, to allow timely decisions
      regarding required disclosure.




19




**(b)
      Changes in Internal Controls**





There
      have been no changes in our internal control over financial reporting identified
      in connection with the valuation required by paragraph (d) of Rules 13a-15
      15d-15 under the Exchange Act that occurred during the small business issuer’s
      last fiscal year that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.




**PART
      II. OTHER INFORMATION**




ITEM
      1.
      LEGAL PROCEEDINGS





On
      June
      27, 2007, a summons in a civil action was filed with the United States District
      Court, Eastern District of New York, Case No. 07 2571, Dan Wasserman versus
      Adzone Research, Inc. by a former employee for past wages of approximately
      $800,000. The Company was served with the summons on July 20, 2007. The Company
      believes that this case is without merit and will be vigorously defending itself
      against this action and will pursue all related actions believed to be in the
      best of its interests.





We
      have
      retained an attorney to respond to this action and file a counter
      suit.





In
      July
      2006, the Company and certain of its directors, executive officers and employees
      were subpoenaed by the Securities and Exchange Commission (SEC) to produce
      documentation as part of a formal investigation. The Company is cooperating
      with
      the investigation **.**





**PART
      II. OTHER INFORMATION**




ITEM
      2.
      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





During
      the six month period ended September 30, 2007, the Company issued an aggregate
      of 60,660,670 shares of common stock, as follows: (i) 1,000,000 shares for
      the
      conversion of preferred stock at a conversion price equal to $.01; (ii)
      23,250,000 shares for consulting and non-employee related services performed
      on
      behalf of the Company valued at $0.002 to $.01 per share; (iii) 5,577,336 shares
      of common stock in payment of accounts payable valued at $0.0045 to $0.0075
      per
      share; and (iv) 30,833,334 shares for the purchase of common shares valued
      at
      $0.001 to $0.003 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




20




PART
      II.
      OTHER INFORMATION




ITEM
      3.
      DEFAULTS ON SENIOR SECURITIES





NONE.


21


**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.


22


**PART
      II. OTHER INFORMATION**




ITEM
      5.
      OTHER INFORMATION





NONE


23


**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.




24


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
              Charles
                Cardona
            Chief Executive Officer
              (Principal Executive Officer)
              and Principal Accounting Officer
            November 16, 2007





25


**ADZONE
      RESEARCH, INC.**


**EXHIBIT
      INDEX**




Exhibit31.1
            
            Certification
              by Chief Executive Officer and Principal Accounting Officer pursuant
              to
              Sarbanes Oxley Section 302 (filed herewith).32.1
            
            Certification by Chief Executive Officer
              and
              Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 (filed
              herewith).





26