UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934.

     For the quarterly period ended December 31, 2002

[ ] Transition Report Under 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 small business issuer as specified in its charter)


      Delaware                                                 88-0420405
(State of incorporation)                                (IRS Employer ID Number)


              4062-80 Grumman Boulevard, Calverton, New York 11933
                    (Address of principal executive offices)

                                 (631) 369-1100
                           (Issuer's telephone number)

                     211 Roanoke Avenue, Riverhead, NY 11901
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [X]  NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: February 17, 2003: 44,945,462

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

               Form 10-QSB for the Quarter ended December 31, 2002

                                Table of Contents

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

   Item 1  Financial Statements                                              3

   Item 2  Management's Discussion and Analysis or Plan of Operation        27

   Item 3  Controls and Procedures                                          31

PART II - OTHER INFORMATION

   Item 1  Legal Proceedings                                                32

   Item 2  Changes in Securities                                            32

   Item 3  Defaults Upon Senior Securities                                  33

   Item 4  Submission of Matters to a Vote of Security Holders              33

   Item 5  Other Information                                                33

   Item 6  Exhibits and Reports on Form 8-K                                 36

SIGNATURES                                                                  37

CERTIFICATIONS PURSUANT TO SARBANES-OXLEY ACT OF 2002                       38

                                        2
<PAGE>
ITEM 1 - PART 1 - FINANCIAL STATEMENTS

                              AdZone Research, Inc.
                          (a development stage company)
                                 Balance Sheets
                           December 31, 2002 and 2001

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           December 31,         December 31,
                                                              2002                 2001
                                                           -----------          -----------
<S>                                                        <C>                  <C>
ASSETS
CURRENT ASSETS
  Cash on hand and in bank                                 $    14,369          $       831
  Accounts receivable - trade,
   net of allowance for doubtful accounts
   of approximately $-0- and $-0-, respectively                     --                  890
  Prepaid expenses and other                                    28,850               23,750
                                                           -----------          -----------
      TOTAL CURRENT ASSETS                                      43,219               25,471
                                                           -----------          -----------

PROPERTY AND EQUIPMENT - AT COST                                60,859               60,252
  Accumulated depreciation                                     (44,922)             (28,005)
                                                           -----------          -----------
      NET PROPERTY AND EQUIPMENT                                15,937               32,247
                                                           -----------          -----------

OTHER ASSETS                                                       390                2,190
                                                           -----------          -----------

TOTAL ASSETS                                               $    59,546          $    59,908
                                                           ===========          ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Cash overdraft                                           $        --          $        --
  Notes payable                                                 65,958               50,000
  Accounts payable - trade                                     159,037              124,138
  Accrued interest payable                                       1,398                   --
  Advances from officers                                         2,424                7,511
  Accrued officer compensation                                 515,360              282,002
                                                           -----------          -----------

TOTAL LIABILITIES                                              744,177              463,651
                                                           -----------          -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Preferred stock - $0.001 par value 20,000,000 shares
   authorized none issued and outstanding                           --                   --
  Common stock - $0.001 par value 100,000,000 shares
   authorized 39,561,462 and 26,734,549 shares issued
   and outstanding, respectively                                39,561               26,735
  Additional paid-in capital                                 2,052,050            1,456,685
  Deficit accumulated during the development stage          (2,776,242)          (1,887,163)
                                                           -----------          -----------
TOTAL SHAREHOLDERS' EQUITY                                    (684,631)            (403,743)
                                                           -----------          -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $    59,546          $    59,908
                                                           ===========          ===========
</TABLE>

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                   Statements of Operations and Comprehensive
         Loss Nine and Three months ended December 31, 2002 and 2001 and
   Period from February 28, 2000 (date of inception) through December 31, 2002

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                                                    February 28, 2000
                                    Nine months     Nine months    Three months    Three months    (date of inception)
                                       ended           ended           ended           ended            through
                                    December 31,    December 31,    December 31,    December 31,      December 31,
                                        2002           2001            2002            2001              2002
                                     -----------    -----------     -----------     -----------       -----------
<S>                                  <C>            <C>             <C>             <C>               <C>
REVENUES                             $        --    $    14,840     $        --     $     8,493       $    84,006
                                     -----------    -----------     -----------     -----------       -----------

PRODUCTION EXPENSES                       70,024         44,549          23,262          13,291           823,553
  Depreciation                            10,626         10,626           3,542           3,542            37,638
                                     -----------    -----------     -----------     -----------       -----------
     Total production
       expenses                           80,650         55,175          26,804          16,833           861,191
                                     -----------    -----------     -----------     -----------       -----------
GROSS PROFIT                             (80,650)       (40,335)        (26,804)         (8,340)         (777,185)
                                     -----------    -----------     -----------     -----------       -----------
OPERATING EXPENSES
  Selling and marketing costs             41,237         46,737          17,380           3,873           705,152
  General and administrative costs
  Officers compensation                  156,428        234,003          39,320          78,285           584,680
  Consulting and professional fees       321,651         51,909         118,441          47,724           549,577
  Other general and administrative
   costs                                  22,654         13,433           4,557          10,227            58,831
  Compensation expense related to
   common stock issuances at less
   than "fair value"                      36,087             --          24,000              --            36,837
  Depreciation                             1,963          2,355             654             785            11,309
                                     -----------    -----------     -----------     -----------       -----------
     Total operating expenses            580,020        348,437         204,352         140,894         1,946,386
                                     -----------    -----------     -----------     -----------       -----------

LOSS FROM OPERATIONS                    (660,670)      (388,772)       (231,156)       (149,234)       (2,723,571)
OTHER INCOME (EXPENSE)                    (8,077)        (2,526)         (2,357)          3,588           (52,671)
                                     -----------    -----------     -----------     -----------       -----------

NET LOSS                                (668,747)      (391,298)       (233,513)       (145,646)       (2,776,242)
OTHER COMPREHENSIVE LOSS                      --             --              --              --                --
                                     -----------    -----------     -----------     -----------       -----------

COMPREHENSIVE LOSS                   $  (668,747)   $  (391,298)    $  (233,513)    $  (145,646)      $(2,776,242)
                                     ===========    ===========     ===========     ===========       ===========
Net loss per weighted-average share
 of common stock outstanding,
 computed on Net Loss - basic and
 fully diluted                       $     (0.02)   $     (0.02)    $     (0.01)    $     (0.01)      $     (0.11)
                                     ===========    ===========     ===========     ===========       ===========
Weighted-average number of shares
 of common stock outstanding -
 basic and fully diluted              33,470,610     25,667,992      39,650,205      25,963,484        25,719,275
                                     ===========    ===========     ===========     ===========       ===========
</TABLE>

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                  Statement of Changes in Shareholders' Equity
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                            through December 31, 2002

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             accumulated
                                       Common Stock           Additional       in the           Stock
                                   ---------------------        paid-in      development    subscription
                                   Shares         Amount        capital         stage        receivable      Total
                                   ------         ------        -------         -----        ----------      -----
<S>                              <C>          <C>            <C>            <C>             <C>          <C>
INITIAL CAPITALIZATION
 FEBRUARY 28, 2000                      170    $       150    $        --    $        --     $      --    $       150
 Effect of September 10, 2000
 125,000 for 1 forward stock
 split and change to $0.001
 par value from no par value     21,249,830         21,100        (21,100)            --            --             --

February 29, 2000 private
 placement of common stock               30      1,000,000             --             --      (600,000)       400,000
Effect of September 10, 2000
 125,000 for 1 forward stock
 split and change to $0.001
 par value from no par value      3,749,970       (996,250)       996,250             --            --             --
 Less costs of raising capital           --             --        (12,500)            --            --        (12,500)

Net loss for the period                  --             --             --        (35,822)           --        (35,822)
                                 ----------    -----------    -----------    -----------     ---------    -----------

BALANCES AT MARCH 31,2000        25,000,000         25,000        962,650        (35,822)     (600,000)       351,828

Cash received on stock
 subscription receivable                 --             --             --             --       600,000        600,000

November 30, 2000 private
 placement of common stock          666,665            667        289,333             --            --        290,000
Less costs and expenses of
 raising capital                         --             --       (188,500)            --            --       (188,500)

Common stock issued for:
 Costs and expenses of raising
  capital                           400,000            400        175,600             --            --        176,000
 Prepaid interest on loan           250,000            250         31,000             --            --         31,250
 Employee wages and bonuses       1,095,000          1,095         64,605             --            --         65,700
 Officer bonus                      500,000            500         29,500             --            --         30,000
 Professional services              107,000            107          6,313             --            --          6,420

Net loss for the year                    --             --             --     (1,460,043)           --     (1,460,043)
                                 ----------    -----------    -----------    -----------     ---------    -----------
BALANCES AT MARCH 31, 2001
 PRE-ACQUISITION                 28,018,665    $    28,019    $ 1,370,501    $(1,495,865)    $      --    $   (97,345)
                                 ==========    ===========    ===========    ===========     =========    ===========
</TABLE>
                                  - CONTINUED -

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                  Statement of Changes in Shareholders' Equity
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                            through December 31, 2002

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             accumulated
                                         Common Stock         Additional       in the           Stock
                                     ---------------------      paid-in      development    subscription
                                     Shares         Amount      capital         stage        receivable      Total
                                     ------         ------      -------         -----        ----------      -----
<S>                                <C>          <C>            <C>            <C>             <C>          <C>
BALANCES AT MARCH 31, 2001
 PRE ACQUISITION                    28,018,665    $ 28,019    $ 1,370,501    $(1,495,865)      $  --      $ (97,345)

Conversion of AdZone Interactive,
 Inc. common stock to AdZone
 Research, Inc. common stock       (10,018,643)    (10,019)        10,019             --          --             --

Effect of reverse merger with
 AdZone Research, Inc.               5,346,000       5,346         (5,346)            --          --             --
                                   -----------    --------    -----------    -----------       -----      ---------

BALANCES AT MARCH 31, 2001
 POST ACQUISITION                   23,346,022      23,346      1,375,174     (1,495,865)         --        (97,345)

Issuance of common stock for
 Conversion of short-term debt         360,000         360         21,240             --          --         21,600
Cash                                   744,442         744         39,656             --          --         40,400
Lawsuit settlement                     500,000         500         19,500             --          --         20,000
Consulting and Legal fees
 and services                        1,531,666       1,532        115,668             --          --        117,200

Net loss for the year                       --          --             --       (611,630)         --       (611,630)
                                   -----------    --------    -----------    -----------       -----      ---------

BALANCES AT MARCH 31, 2002          26,482,130      26,482      1,571,238     (2,107,495)         --       (509,775)

Issuance of common stock for
 Cash                                1,533,334       1,533        118,447             --          --        119,980
 Consulting fees and services       10,426,998      10,427        337,284             --          --        347,711
 Payment of officer and staff
  salaries                           1,119,000       1,119         25,081             --          --         26,200

Net loss for the period                     --          --             --       (668,747)         --       (668,747)
                                   -----------    --------    -----------    -----------       -----      ---------

BALANCES AT DECEMBER 31, 2002       39,561,462    $ 39,561    $ 2,052,050    $(2,776,242)      $  --      $(684,631)
                                   ===========    ========    ===========    ===========       =====      =========
</TABLE>

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                        6
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                            Statements of Cash Flows
                  Nine months ended December 31, 2002 and 2001
 and Period from February 28, 2000 (date of inception) through December 31, 2002

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Period from
                                                                                          February 28, 2000
                                                      Nine months        Nine months     (date of inception)
                                                         ended               ended             through
                                                      December 31,        December 31,       December 31,
                                                         2002                2001               2002
                                                      -----------        -----------        -----------
<S>                                                   <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                             $  (668,747)       $  (391,298)       $(2,776,242)
  Adjustments to reconcile net loss to
   net cash provided by operating activities
     Depreciation and amortization                         12,589             12,981             48,947
     Loss on disposition of equipment                          --                 --             15,816
     Compensation expense related to common
      stock issuances at less than "fair value"            36,087                 --             36,837
     Common stock issued for
       Salaries, wages and bonuses                         26,200                 --            121,900
       Professional fees                                  311,412             36,125            434,782
       Interest expense                                     5,625                 --             15,000
       Lawsuit settlement                                      --                 --             20,000
     (Increase) Decrease in
       Accounts receivable - trade                             --               (890)                --
       Deposits and other assets                            1,800             36,553               (390)
     Increase (Decrease) in
       Accounts payable and accrued liabilities            37,639             22,258            174,994
       Accrued officers compensation                      156,428            234,003            515,360
       Accrued interest payable                               320                 --              1,398
                                                      -----------        -----------        -----------

NET CASH USED IN OPERATING ACTIVITIES                     (80,647)           (50,268)        (1,391,598)
                                                      -----------        -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash paid to purchase property and equipment               (607)                --            (86,600)
  Cash received on disposition of equipment                    --                 --              5,900
                                                      -----------        -----------        -----------

NET CASH USED IN INVESTING ACTIVITIES                        (607)                --            (80,700)
                                                      -----------        -----------        -----------
</TABLE>
                                  - CONTINUED -

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                        7
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                      Statements of Cash Flows - Continued
                  Nine months ended December 31, 2002 and 2001
 and Period from February 28, 2000 (date of inception) through December 31, 2002

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Period from
                                                                                          February 28, 2000
                                                           Nine months     Nine months   (date of inception)
                                                              ended            ended           through
                                                           December 31,     December 31,     December 31,
                                                              2002             2001             2002
                                                           -----------     -----------      -----------
<S>                                                        <C>             <C>              <C>

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in cash overdraft                           --              --                --
  Net cash activity on officer advances                      (14,694)         (7,300)             (300)
  Principal received from notes payable                           --              --            71,600
  Sale of common stock                                       107,893          54,400         1,437,943
  Cash paid for costs and expenses related
   to raising capital                                             --              --           (25,000)
                                                            --------        --------        ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                     95,623          47,100         1,486,667
                                                            --------        --------        ----------

INCREASE (DECREASE) IN CASH                                   14,369          (3,168)           14,369

Cash at beginning of period                                       --           3,999                --
                                                            --------        --------        ----------

CASH AT END OF PERIOD                                       $ 14,369        $    831        $   14,369
                                                            ========        ========        ==========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND
INCOME TAXES PAID
  Interest paid for the period                              $  2,132        $  2,364        $       --
                                                            ========        ========        ==========
  Income taxes paid for the period                          $     --        $     --        $       --
                                                            ========        ========        ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
  Common stock issued for prepaid consulting fees           $ 28,000        $     --        $   28,000
                                                            ========        ========        ==========
  Common stock issued for prepaid interest                  $     --        $     --        $   31,250
                                                            ========        ========        ==========
  Common stock issued in repayment of short-term debt       $     --        $     --        $   21,600
                                                            ========        ========        ==========
  Common stock issued to pay accrued officer compensation   $     --        $     --        $       --
                                                            ========        ========        ==========
</TABLE>

The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.

                                        8
<PAGE>
                              AdZone Research, Inc.
                          (a development stage company)

                          Notes to Financial Statements


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

AdZone Research,  Inc. (Company) was incorporated on May 31, 1994 under the laws
of the State of  Delaware  as  Executive  Help  Services,  Inc.  The Company was
initially  formed for the purpose of  developing an internet web site that would
offer  professional  space planning and design,  pricing  information and direct
ordering of modular office furniture systems.

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,022  shares of  restricted,  unregistered
common stock for 100.0% of the issued and outstanding common stock of AdZone and
effected a merger of the two entities with the Company being the surviving legal
entity. Concurrent with this transaction, the Company changed its corporate name
to AdZone Research, Inc.

Adzone Interactive,  Inc. (AdZone) was initially  incorporated as Web-AdNet.com.
Inc.  under the laws of the State of New York on February 28, 2000.  The Company
was formed to extract various data elements through the monitoring and review of
internet  websites   developed  and  maintained  by  independent  third  parties
worldwide. These extracted data elements are then used to provide various market
research  statistics  and other focused  information  as guided by the Company's
clientele.

The Company's business plan has not been fully implemented and, accordingly, has
not fully commenced operations. The Company has had no substantial operations or
substantial  assets since  inception and is considered to be in the  development
stage.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America. AdZone
originally  elected a year-end of December  31.  Concurrent  with the August 10,
2001 business combination transaction,  the Company's Board of Directors changed
AdZone's year end to March 31. The accompanying financial statements reflect the
Company's  year-end  of  March  31 as of  the  first  day of  the  first  period
presented.

For accounting  purposes,  the acquisition of AdZone, on August 10, 2001, by the
Company  effected  a change  in  control  and was  accounted  for as a"  reverse
acquisition"  whereby AdZone is the accounting  acquiror for financial statement
purposes.  Accordingly,  for all  periods  subsequent  to August 10,  2001,  the
financial  statements of the Company reflect the historical financial statements
of AdZone from its  inception  on February  28, 2000 and the  operations  of the
Company subsequent to the August 10, 2001 transaction date.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

                                        9
<PAGE>
                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE B - PREPARATION OF FINANCIAL STATEMENTS - CONTINUED

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended March
31, 2002. The information  presented within these interim  financial  statements
may not  include  all  disclosures  required by  generally  accepted  accounting
principles and the users of financial  information  provided for interim periods
should refer to the annual  financial  information  and footnotes when reviewing
the interim financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending March 31, 2003.

NOTE C - GOING CONCERN UNCERTAINTY

During August 2001, the Company entered into a business combination  transaction
with AdZone  Interactive,  Inc., a privately-owned  New York  corporation.  This
transaction  effected  a change in  control  of the  Company.  Accordingly,  the
Company  abandoned it's initial business plan of developing an internet web site
that would offer professional space planning and design, pricing information and
direct ordering of modular office  furniture  systems.  Subsequent to the August
2001 change in control,  management adopted the existing business plan of AdZone
Interactive,  Inc. as that of the  continuing  operation.  Management  is of the
opinion  that being a publicly-  owned  entity will  enhance  acceptance  of the
Company's products and, potentially, attract additional equity capital.

AdZone  Interactive,  Inc.  and,  subsequently  the  Company,  is engaged in the
extraction  of  various  data  elements  through  the  monitoring  and review of
internet  websites   developed  and  maintained  by  independent  third  parties
worldwide. These extracted data elements are then used to provide various market
research  statistics  and other focused  information  as guided by the Company's
clientele.

The events which occurred on September 11, 2001, and  subsequent  thereto,  have
generated  additional  interest in the Company's  internet data mining  research
capabilities  for  potential  private  and  public  sector  clients.  Management
continues  to  maintain  the  belief  that the  Company  will be able to acquire
various contracts to provide research information for various private and public
sector purposes.

The  Company  is in  the  development  stage,  has  focused  principally  on the
development  of its  proprietary  software and has not fully  initiated  efforts
towards developing a mature revenue base.

                                       10
<PAGE>
                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

Accordingly,   the  Company  has  been   dependent  on  short-term   loans  from
shareholders,  officers and affiliates and/or additional  private  placements of
equity  securities  to  provide  sufficient  working  capital  to  maintain  the
integrity of the corporate entity.

Because of the Company's lack of operations,  the Company's continuance is fully
dependent on either future sales of equity  securities  and/or advances or loans
from  significant  stockholders  or  corporate  officers  to provide  sufficient
working  capital to preserve the  integrity of the  corporate  entity during the
development phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   CASH AND CASH EQUIVALENTS

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

2.   ACCOUNTS RECEIVABLE AND REVENUE RECOGNITION

     In  the  normal  course  of  business,  the  Company  periodically  extends
     unsecured credit to repetitive  customers which are located  throughout the
     United States. Because of the credit risk involved, management will provide
     an  allowance  for  doubtful  accounts  which will  reflect  its opinion of
     amounts  which  will  eventually  become  uncollectible.  In the  event  of
     complete  non-performance,  the  maximum  exposure  to the  Company  is the
     recorded amount of trade accounts  receivable shown on the balance sheet at
     the date of non-performance.

     Revenue  is   recognized   pro-rata   over  the  term  of  the   respective
     corresponding agreement to provide research services and information to the
     Company's customers.

3.   PROPERTY, PLANT AND EQUIPMENT

     Property and  equipment are recorded at  historical  cost.  These costs are
     depreciated  over the  estimated  useful  lives of the  individual  assets,
     generally  3  years  for  computer  equipment  and 5 to 7 years  for  other
     tangible   equipment  and  office   furniture   and  fixtures,   using  the
     straight-line method.

     Gains and losses from  disposition of property and equipment are recognized
     as incurred and are included in operations.

                                       11
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

4.   ORGANIZATION COSTS

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up  Activities"  whereby all  organization
     and   initial   costs   incurred   with  the   incorporation   and  initial
     capitalization of the Company were charged to operations as incurred.

5.   PRODUCTION, RESEARCH AND DEVELOPMENT EXPENSES

     Costs  associated  with software  production,  research and development are
     charged to operations as incurred.

6.   ADVERTISING EXPENSES

     Advertising and  marketing  expenses are charged to operations as incurred.

7.   INCOME TAXES

     The Company  utilizes  the asset and  liability  method of  accounting  for
     income  taxes.  At December  31, 2002 and 2001,  the deferred tax asset and
     deferred tax liability accounts, as  recorded  when material, are  entirely
     the result of temporary differences.

     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated  depreciation  and  amortization.  As of December  31, 2002 and
     2001,  the  deferred  tax  asset is  related  solely to the  Company's  net
     operating loss carryforward and is fully reserved.

8.   LOSS PER SHARE

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever  is  later.   As  of  December  31,  2002  and  2001,
     respectively,  the  Company's  outstanding  stock  options are deemed to be
     anti-dilutive due to the Company's net operating loss position.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

                                       12
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS - CONTINUED

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2002 and 2001

                                     December 31,    December 31,
                                         2002           2001      Estimated life
                                       --------       --------    --------------

Computer equipment                     $ 50,855       $ 50,248        3 years
Office furniture and other equipment     10,004         10,004        7 years
                                       --------       --------
                                         60,859         60,252
Less accumulated depreciation           (44,922)       (28,005)
                                       --------       --------

Net property and equipment             $ 15,937       $ 32,247
                                       ========       ========

Depreciation  expense for the nine months  ended  December 31, 2002 and 2001 and
the period from February 28, 2000 (date of inception)  through December 31, 2002
was approximately $12,589, $12,981 and $48,947, respectively.

NOTE G - NOTES PAYABLE

Notes  payable  consists  of the  following  at  December  31,  2002  and  2001,
respectively:

                                                     December 31,   December 31,
                                                        2002           2001
                                                     ------------   ------------
$50,000 installment note payable to an individual.
 Interest  imputed  at 15.0%  and paid in  advance
 with  the   issuance   of   250,000   shares   of
 restricted,  unregistered  common  stock  to  the
 lender. Payable in monthly installments of $1,000
 commencing  September 1, 2001 and each successive
 month until paid in full.  Scheduled payments are
 in default at  December  31,  2002 and the entire
 amount  is   classified   as   "current"  in  the
 accompanying financial statements. Unsecured.         $50,000         $50,000

$15,958  promissory  note  payable  to a law firm.
 Interest  at  9.0%.  Payable  in full on June 30,
 2001.   Scheduled  payments  are  in  default  at
 December  31,  2002  and  the  entire  amount  is
 classified  as  "current"  in  the   accompanying
 financial  statements.  Secured by 150,000 shares
 of  common  stock  owned by the  Company's  Chief
 Operating Officer.                                     15,958              --
                                                       -------         -------

                                                       $65,958         $50,000
                                                       =======         =======

                                       13
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE H - ADVANCES FROM OFFICERS

The Company's  officers have advanced various monies to the Company under formal
unsecured note documents  bearing  interest at 10.0%. The advances are repayable
in aggregate  monthly  amounts of  approximately  $370. Due to the nature of the
debt and irregular  payment history,  these advances are classified as "current"
in the accompanying financial statements.

NOTE I - OFFICER COMPENSATION

In August  2001,  the Company  replaced an existing  employment  agreement  with
Charles  Cardona (C. Cardona) under which C. Cardona will serve as the Company's
Chief Executive Officer through August 31, 2004. Under his agreement, C. Cardona
was/is entitled to base salary at the rate of $141,000 during the balance of the
2001 calendar year;  $151,000 for the 2002 calendar year;  $161,000 for the 2003
calendar  year;  and at the rate of  $208,000  for the 2004  calendar  year.  In
addition,  C.  Cardona may be awarded,  at the sole  discretion  of the Board of
Directors  of the  Company,  a bonus  of  $15,000  during  each  quarter  of his
employment  and a bonus of $25,000 at the  conclusion of the 2002 calendar year.
C. Cardona may also receive a $100,000  cash bonus and 250,000  shares of common
stock of the  Company if the Company  reaches  annual  profitability.  Under his
employment agreement,  C. Cardona will also receive compensation equal to 10% of
sales revenues generated through his efforts.  Additional bonuses are payable as
follows: (i) 0.5% of prior year's revenues;  (ii) 3.5% of  prior year's profits;
(iii)  3.75% of the first $3 million in growth in market  capitalization  during
any year; and (iv) 1.75% of any growth in market  capitalization over $3 million
during any year.

C.  Cardona  was also  granted  an option to  purchase  1,000,000  shares of the
Company' s common  stock  exercisable  at $0.10 per share for 5 years  after the
date  of  grant.  In  the  event  Mr.  Cardona's   employment  is  involuntarily
terminated,  he will be entitled  to receive an amount  equal to three times his
annual salary in effect during the year in which such termination occurred.

In August 2001, the Company replaced an existing employment  agreement with John
Cardona (J.  Cardona)  under which J. Cardona  agreed to serve as the  Company's
President  through August 31, 2004.  Under his agreement,  the Company agreed to
pay J. Cardona's  base salary at the rate of $141,000  during the balance of the
2001 calendar year;  $151,000 for the 2002 calendar year;  $161,000 for the 2003
calendar  year;  and at the rate of  $208,000  for the 2004  calendar  year.  In
addition,  the agreement provided that J. Cardona could be awarded,  at the sole
discretion of the Board of Directors of the Company,  a bonus of $15,000  during
each quarter of his  employment  and a bonus of $25,000 at the conclusion of the
2002  calendar  year.  J. Cardona was also entitled to a $100,000 cash bonus and
250,000  shares of common  stock of the Company if the Company  achieved  annual
profitability.  Under his agreement, J. Cardona was also entitled to receive 10%
of sales revenues generated through his efforts. Additional bonuses were payable
as  follows:  (i) 0.5% of  prior  year's  revenues;  (ii)  3.5% of prior  year's
profits;  (iii) 3.75% of the first $3 million in growth in market capitalization
during a previous  year;  and (iv) 1.75% of any growth in market  capitalization
over $3 million during a previous year. J. Cardona was also granted an option to
purchase 1,000,000 shares of the Company's common stock exercisable at $0.10 per
share  for 5 years  after  the  date  of  grant.  John  Cardona  terminated  his
employment  agreement with the Company in June 2002 but remained as a consultant
to the Company.

                                       14
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE I - OFFICER COMPENSATION - CONTINUED

In January  2003,  the Company  entered  into a Consulting  Agreement  with John
Cardona for a period of one year under which John Cardona would provide services
relating to sales,  marketing,  public  relations  and business  expansion.  Mr.
Cardona  will  receive  $100 per week in cash and common stock having a value of
$3,500 per calendar month valued at the lowest closing price during each week of
such calendar month.  The Agreement  further  provides that John Cardona's total
compensation shall be equal to the total compensation earned by Charles Cardona,
the Company's Chairman, Chief Executive and Chief Financial Officer.

In March 2002,  the Company  entered into an  employment  agreement  with Daniel
Wasserman to serve as its Executive Vice President and Managing  Director of the
Company's Global Defense Group for a 12-month period.  Under his agreement,  Mr.
Wasserman  received  50,000  shares of stock as an  incentive  to  execute  such
agreement  and will receive an  additional  50,000  shares for each month of his
employment until he receives a cash salary in accordance with his agreement.  If
the Company's annual revenues reach $1 million or more or it receives funding of
at least $1 million, Mr. Wasserman will receive a cash salary at the annual rate
of  $175,000  plus an expense  allowance  of $2,000 per  month.  If through  Mr.
Wasserman's  efforts the Company realizes  revenues of at least $3 million,  Mr.
Wasserman  will receive a bonus of 300,000 shares of the Company' s common stock
and such  additional  stock and/or  options as may be determined at such time by
the Board of Directors.  Mr. Wasserman is entitled to receive 1% of the value of
any  contract  the  Company  receives  through  Mr.  Wasserman'  s efforts and a
commission of 10% of any investment  capital received by the Company through his
efforts.

In May 2002, the Company  issued  1,500,000  shares of restricted,  unregistered
common  stock,  valued at $45,000,  each to C. Cardona and J. Cardona in partial
payment of accrued officer  compensation.  In December 2002, these officers each
surrendered  these shares and returned the agreed-upon  value of $45,000 each to
accrued officers compensation.

In October 2002, the Company issued 2,000,000 shares of restricted, unregistered
common  stock each to C.  Cardona and J.  Cardona in partial  payment of accrued
officer  compensation.  In December 2002, these officers each surrendered theses
shares and restored the accrued, but unpaid, officers compensation.

As of December 31, 2002 and 2001,  total  cumulative  amounts unpaid under these
agreements are as follows:

                                                     December 31,   December 31,
                                                        2002           2001
                                                     ------------   ------------

Officer compensation                                   $515,360       $282,002
                                                       ========       ========

Future amounts due under the employment agreements
are as follows:
                                                     Year ending
                                                      March 31,        Amount
                                                      ---------        ------
                                                        2003          $  302,000
                                                        2004             322,000
                                                        2005             416,000
                                                                      ----------
                                                        Totals        $1,040,000
                                                                      ==========

                                       15
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE J - INCOME TAXES

The  components  of income  tax  (benefit)  expense  for the nine  months  ended
December  31, 2002 and 2001 and for the period from  February  28, 2000 (date of
inception) through December 31, 2002, respectively, are as follows:

                                                                Period from
                                                              February 28, 2000
                          Nine months        Nine months     (date of inception)
                             ended              ended             through
                          December 31,       December 31,       December 31,
                             2002               2001               2002
                           --------           --------           --------
Federal:
  Current                  $     --           $     --           $     --
  Deferred                       --                 --                 --
                           --------           --------           --------
                                 --                 --                 --
                           --------           --------           --------
State:
  Current                        --                 --                 --
  Deferred                       --                 --                 --
                           --------           --------           --------
                                 --                 --                 --
                           --------           --------           --------
Totals                     $     --           $     --           $     --
                           ========           ========           ========

As of December 31, 2002,  the Company has a net operating loss  carryforward  of
approximately  $2,780,000 to offset future  taxable  income.  Subject to current
regulations,  this  carryforward  will  begin to expire in 2020.  The amount and
availability  of  the  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.

The  Company's  income  tax  expense  for each of the nine month  periods  ended
December  31, 2002 and 2001 and for the period from  February  28, 2000 (date of
inception) through December 31, 2002, respectively,  differed from the statutory
federal rate of 34 percent as follows:

                                                                Period from
                                                              February 28, 2000
                              Nine months     Nine months    (date of inception)
                                 ended           ended            through
                              December 31,    December 31,      December 31,
                                 2002            2001              2002
                               --------        --------          --------
Statutory rate applied to
 loss before income taxes     $(227,000)      $(133,000)         $(944,000)
Increase (decrease) in
income taxes resulting from:
 State income taxes                  --              --                 --
 Other, including reserve for
  deferred tax asset            227,000         133,000            944,000
                              ---------       ---------          ---------

      Income tax expense      $      --       $      --          $      --
                              =========       =========          =========

                                       16
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE J - INCOME TAXES - CONTINUED

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of December 31, 2002 and 2001:
                                                December 31,       December 31,
                                                   2002               2001
                                                 ---------          ---------
Deferred tax assets
 Net operating loss carryforwards                $ 944,000          $ 642,000
 Less valuation allowance                         (944,000)          (642,000)


   Net Deferred Tax Asset                        $      --          $      --
                                                 =========          =========

During the nine months  ended  December  31, 2002 and 2001,  the reserve for the
deferred  current tax asset  increased by  approximately  $227,000 and $133,000,
respectively.

NOTE K - COMMON STOCK TRANSACTIONS

On July 17, 2001, the Company amended it's Certificate of Incorporation to allow
for the issuance of up to 20,000,000  shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock.

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,022  shares of  restricted,  unregistered
common stock for 100.0% of the issued and outstanding common stock of AdZone and
effected a merger of the two entities with the Company being the surviving legal
entity. Concurrent with this transaction, the Company changed its corporate name
to AdZone Research, Inc.

Between April 1, 2001 and August 10, 2001, AdZone received approximately $21,600
in cash  proceeds  for the  sale of  restricted,  unregistered  common  stock of
Executive  Help  Services,  Inc.  to be  issued  concurrent  with  the  business
combination date at a rate of $0.06 per share. On August 10, 2001, approximately
360,000  shares of common stock were issued by the Company.  The Company  relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from registration on these shares.

In August 2001, the Company  issued  100,000 shares of restricted,  unregistered
common stock to an individual  for $7,000 cash.  The Company relied upon Section
4(2)  of  The  Securities  Act of  1933,  as  amended,  for  an  exemption  from
registration on these shares.

In September 2001, the Company issued 500,000 shares of restricted, unregistered
common stock to an unrelated  company in  settlement of a breach of contract and
non-competition  agreement  between the Company's  President and the President's
former employer. This transaction was valued at approximately $20,000, which was
equal to or in excess of the  discounted  closing price of the Company's  common
stock on the  NASDAQ  Electronic  Bulletin  Board on the date of the  settlement
transaction. The Company relied upon Section 4(2) of The Securities Act of 1933,
as amended, for an exemption from registration on these shares.

                                       17
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

In October 2001,  the Company sold an aggregate  541,110  shares of  restricted,
unregistered  common  stock to various  individuals  for  aggregate  proceeds of
approximately  $25,800.  The selling price of the respective shares was equal to
or in excess of the  discounted  closing price of the Company's  common stock on
the NASDAQ Electronic Bulletin Board on the date of each respective transaction.
The Company  relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from registration on these shares.

In December  2001,  the Company sold 16,667 shares of  restricted,  unregistered
common  stock  to  an  individual  involved  in  the  October  2001  stock  sale
transactions for approximately  $2,000 cash. The selling price of the respective
shares was less than the discounted  closing price of the Company's common stock
on  the  NASDAQ  Electronic  Bulletin  Board  on the  date  of  each  respective
transaction. Accordingly, the Company recognized a non-cash charge to operations
of  approximately  $500 for the  differential  between  the "fair  value" of the
securities sold and the cash proceeds received.  The Company relied upon Section
4(2)  of  The  Securities  Act of  1933,  as  amended,  for  an  exemption  from
registration on these shares.

On December 13, 2001,  pursuant to a Form S-8  Registration  Statement Under The
Securities Act of 1933, the Company issued an aggregate 420,000 shares of common
stock  to  various  professionals,  some of  whom  were  existing  shareholders,
providing legal and accounting services to the Company.  These transactions were
valued at approximately  $30,000,  which was in excess of the discounted closing
price of the Company's common stock on the NASDAQ  Electronic  Bulletin Board on
the date of each respective transaction.

In January  2002,  the Company sold 85,000  shares of  restricted,  unregistered
common stock to an  unrelated  individual  for  approximately  $5,000 cash.  The
selling  price  of the  respective  shares  was  equal  to or in  excess  of the
discounted  closing price of the Company's common stock on the NASDAQ Electronic
Bulletin Board on the date of each  respective  transaction.  The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from registration on these shares.

Between  November 2001 and March 2002, the Company  issued an aggregate  850,000
shares of restricted, unrestricted common stock to six different individuals, of
which three were existing shareholders,  for various consulting services,  legal
fees,  general operating  expenses paid on behalf of the Company and office rent
late payment fees valued at approximately  $53,950.  For the issuance of 825,000
of the  shares,  the issue  price of the  respective  shares  was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ Electronic Bulletin Board on the date of each respective transaction.  In
one  instance,  the issue  price of 25,000  shares was less than the  discounted
closing price of the Company's  common stock on the NASDAQ  Electronic  Bulletin
Board on the  date of each  respective  transaction.  Accordingly,  the  Company
recognized  a  non-cash  charge  to  operations  of  approximately  $250 for the
differential  between  the  "fair  value"  of the  securities  sold and the cash
proceeds received. The Company relied upon Section 4(2) of The Securities Act of
1933, as amended, for an exemption from registration on these shares.

On January 28, 2002, the Company  registered 538,665 shares of common stock on a
Form  S-8  Registration  Statement  Under  The  Securities  Act  of  1933  for a
Consulting  Agreement  with an  unrelated  entity  to  provide  web  development
services  and maintain the  Company's  corporate  internet web site for a fee of
$8,000  per  month  payable  in shares as  registered  on the Form S-8  filing..
Through  August 13,  2002,  the Company has issued an aggregate  399,998  shares
under the Form S-8 Registration  Statement.  Each monthly issuance is charged to
operations as consulting fees.

                                       18
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

On February 21, 2002, the Company registered 303,000 shares of common stock on a
Form  S-8  Registration  Statement  Under  The  Securities  Act  of  1933  for a
Consulting  Agreement with an unrelated entity to provide strategic business and
technology development consulting services for a fee of $4,500 per month payable
in shares as registered on the Form S-8 filing..  Through  August 13, 2002,  the
Company has issued an aggregate  171,000 shares under the Form S-8  Registration
Statement. Each monthly issuance is charged to operations as consulting fees.

In May 2002, the Company issued 10,000 shares of restricted, unregistered common
stock to an  individual  for  advisory  services and  membership  on a corporate
advisory  board.  These  shares  were  valued at $500,  which was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ Electronic Bulletin Board on the date of each respective transaction. The
Company relied upon Section 4(2) of The Securities Act of 1933, as amended,  for
an exemption from registration on these shares.

In May 2002,  the Company  issued an aggregate  3,150,000  shares of restricted,
unregistered  shares  of common  stock to its  President,  its  Chief  Executive
Officer and to certain  office  personnel  in lieu of cash  compensation  and as
payment on accrued  officer  compensation.  These shares were valued at $94,500,
which was equal to or in excess of the discounted closing price of the Company's
common  stock  on the  NASDAQ  Electronic  Bulletin  Board  on the  date of each
respective  transaction.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended,  for an exemption from registration on these shares. In
December 2002, the Company's  former  President (J. Cardona) and Chief Executive
Officer (C. Cardona) returned and cancelled the 3,000,000 shares of common stock
issued to them in this transaction.

In March 2002 and July 2002,  the Company  issued  250,000 and 300,000 shares of
restricted,  unregistered  common  stock  to  Daniel  Wasserman,  the  Company's
Executive Vice President and Managing  Director of the Company's  Global Defense
Group in payment of certain employment  contract  obligations.  The transactions
were valued at approximately $15,000 and $9,000,  respectively,  which was equal
to or in excess of the discounted closing price of the Company's common stock on
the NASDAQ Electronic Bulletin Board on the date of the settlement  transaction.
The Company  relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from registration on these shares.

During June and July 2002, the Company received an aggregate approximate $80,000
cash for purchases of approximately 1,658,333 shares of restricted, unregistered
common stock. These sales were at prices equal to or in excess of the discounted
closing price of the Company's  common stock on the NASDAQ  Electronic  Bulletin
Board  on the date of each  respective  transaction.  The  Company  relied  upon
Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption from
registration on these shares.

In August 2002,  the Company  issued an aggregate  75,000 shares of  restricted,
unregistered  common stock to three (3) individuals  for various  consulting and
other services.  These transactions were valued at approximately  $6,700,  which
was equal to or in  excess  of the  discounted  closing  price of the  Company's
common  stock  on the  NASDAQ  Electronic  Bulletin  Board  on the  date  of the
settlement  transaction.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended, for an exemption from registration on these shares.

                                       19
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

On August 16, 2002, the Company registered 5,600,000 shares of common stock on a
Form S-8  Registration  Statement  Under The Securities Act of 1933 for the 2002
Non-Qualified Stock Award and Option Plan and Various Consulting  Agreements for
professional  services.  In December  2002,  the Company  amended  this Form S-8
Registration  Statement  to register an  additional  4,000,000  shares of common
stock for a total  registration of 9,600,000 shares.  Through December 31, 2002,
the  Company  has  issued an  aggregate  7,285,000  shares  under  this Form S-8
Registration Statement. Each respective issue is charged to operations as either
consulting  fees,  legal  fees or, in the case of advance  payments,  to prepaid
expenses  at the  closing  price of the  Company's  common  stock on the  NASDAQ
Electronic Bulletin Board on the date of issue.

In September 2002, the Company issued an aggregate  60,000 shares of restricted,
unregistered  common  stock  to  two  individuals  assisting  the  Company  with
technical  support  during the  relocation of the Company's  corporate  offices.
These transactions were valued at approximately $1,500, which was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ Electronic Bulletin Board on the date of the settlement transaction.  The
Company relied upon Section 4(2) of The Securities Act of 1933, as amended,  for
an exemption from registration on these shares.

In September 2002, the Company issued an aggregate 291,666 shares of restricted,
unregistered  common stock to two individuals as bonus  compensation  related to
various  projects  undertaken  by the Company to test and further  develop  it's
internal software product for utilization in the Company's  internet data mining
research  capabilities for potential  private and public sector clients in order
to provide research information for various private and public sector purposes.

During the period from October 2002 through December 2002, the Company issued an
aggregate 689,000 shares of restricted, unregistered common stock as payment for
various wages to non-management personnel.  These transactions were valued at an
aggregate  $15,700,  which was equal to or in excess of the  discounted  closing
price of the Company's common stock on the NASDAQ  Electronic  Bulletin Board on
the date of each  transaction.  The  Company  relied  upon  Section  4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

During the period from October 2002 through December 2002, the Company issued an
aggregate  2,100,000 shares of restricted,  unregistered common stock as payment
for various business  consulting and legal fees. These  transactions were valued
at an  aggregate  $68,075,  which was  equal to or in  excess of the  discounted
closing price of the Company's  common stock on the NASDAQ  Electronic  Bulletin
Board on the date of each  transaction.  The Company relied upon Section 4(2) of
the Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

During the period from October 2002 through December 2002, the Company issued an
aggregate  3,446,000 shares of common stock pursuant to options issued under the
2002   Non-Qualified   Stock  Award  and  Option  Plan  and  Various  Consulting
Agreements,  as registered on a Registration Statement on Form S-8. These shares
were valued at approximately $85,000. Several of the transactions were conducted
at exercise  prices which were below the closing price of the  Company's  common
stock on the  date of the  respective  transactions.  Accordingly,  the  Company
recognized a charge to operations of approximately  $24,000,  during the quarter
ended December 31, 2002, for the difference  between the  transaction  value and
the "fair value" of the issued shares.

                                       20
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

In October 2002,  the Company sold  approximately  333,334 shares of restricted,
unregistered  common  stock for cash  proceeds  of  approximately  $10,000.  The
Company relied upon Section 4(2) of the Securities Act of 1933, as amended,  for
an exemption from registration of these shares.

In October 2002, the Company issued 2,000,000 shares of restricted, unregistered
common  stock each to C.  Cardona and J.  Cardona in partial  payment of accrued
officer  compensation.  In December 2002, these officers each surrendered theses
shares and restored the accrued, but unpaid, officers compensation.

NOTE L - STOCK OPTIONS

On  January  29,  2001,  as a  component  of an  employment  agreement  with the
Company's Chief Executive Officer, the Company granted options to purchase up to
1,000,000 shares of common stock at a price of $0.10 per share.
The options vested  immediately  upon execution of the employment  agreement and
expire five (5) years from the agreement execution date.

On  February  9,  2001,  as a  component  of an  employment  agreement  with the
Company's President and Chief Operating Officer,  the Company granted options to
purchase up to  1,000,000  shares of common stock at a price of $0.10 per share.
The options vested  immediately  upon execution of the employment  agreement and
expire five (5) years from the agreement execution date.

There were no exercise of any options from issue  through  December 31, 2002, or
any period  subsequent  thereto.  The  following  table  summarizes  all options
granted from January 29, 2001 to December 31, 2002.

                 Options     Options     Options       Options    Exercise price
                 granted    exercised   terminated   outstanding    per share
                 -------    ---------   ----------   -----------    ---------

CEO options     1,000,000         --          --      1,000,000      $ 0.10
COO options     1,000,000         --          --      1,000,000      $ 0.10
                ---------     ------      ------      ---------

Totals          2,000,000         --          --      2,000,000
                =========     ======      ======      =========

The weighted  average  exercise price of all issued and  outstanding  options at
December 31, 2002 is approximately $0.10.

These options were initially  issued by AdZone  Interactive,  Inc. and became an
obligation  of the  Company  upon  the  August  10,  2001  business  acquisition
transaction  between AdZone Interactive,  Inc. and AdZone Research,  Inc. At the
date of issue,  the common stock of AdZone  Interactive  was privately held, and
accordingly,  had no posted public market price.  Subsequent to August 10, 2001,
the underlying shares supporting the issued and outstanding options had a public
market for valuation purposes.

The  intrinsic  value of the options  granted was  determined  based on the fair
values at the grant date(s), as prescribed by Statement of Financial  Accounting
Standards  No. 123, the Company's net loss and net loss per share would not have
changed  significantly  as the  exercise  price of the  options  was  relatively
equivalent to the  estimated  fair value of the  underlying  shares at the grant
date.

                                       21
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE L - STOCK OPTIONS - CONTINUED

The  calculations  to estimate the fair value of the options were made using the
Black-Scholes pricing model which required making significant assumptions. These
assumptions  include the  expected  life of the  options,  which was  originally
estimated by management to be one year, the expected volatility, which was based
on  management's  estimates  as  there  was no  quoted  or  listed  price on the
Company's equity securities, the expected dividends, determined to be zero based
on past performance,  and the risk free interest rate, which was estimated using
the bond equivalent yield of 6.0% at the grant date(s).

NOTE M - COMMITMENTS AND CONTINGENCIES

LITIGATION

AdZone  Interactive,  Inc.  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  which were  performed  after the
expiration of a contract for consulting  services  between  AdZone  Interactive,
Inc.  and  Auletta.  The Company is of the  opinion  that the lawsuit is without
merit and has accrued an open unpaid balance due of approximately $600 as of the
expiration date of the contract.  A court date was held on October 6, 2002 and a
settlement was reached, pending completion of all appropriate documentation.  As
of the date of this filing,  the appropriate  settlement  documentation  has not
been completed and executed. No adverse effect on the financial condition of the
Company should occur on the ultimate settlement of this matter.

OFFICE FACILITIES

On September  14, 2002,  the Company  executed a new long-term  operating  lease
agreement  for office space to house the Company's  administrative,  development
and marketing  operations  located in Calverton,  New York.  The lease is for an
initial term of 60 months at a rate of  approximately  $1,800 per month for Year
1, approximately $1,850 per month for Year 2; approximately $2,418 per month for
Year 3; approximately  $2,545 per month for Year 4 and approximately  $2,625 per
month for Year 5.

CONSULTING AGREEMENTS

In January 2002, the Company executed a one-year  contract with Communique Media
Services,  Inc. and/or Leonard Braumberger,  an unrelated entity, to provide web
development  services and maintain the Company's corporate internet web site for
a  fee  of  $8,000  per  month  payable  in  shares  registered  on a  Form  S-8
Registration  Statement.  Through July 1, 2002,  the Company issued an aggregate
399,998 shares under the Form S-8 Registration Statement.  Each monthly issuance
was charged to  operations  as  consulting  fees.  As of December 31, 2002,  the
Company has no further obligations under this agreement.

In February 2002, the Company  executed a one-year  contract with  International
Standard  Consulting  Corporation,  and/or Dave Grandy,  an unrelated entity, to
provide strategic business and technology  development consulting services for a
fee of  $4,500  per  month  payable  in  shares  as  registered  on a  Form  S-8
Registration  Statement.  Through July 1, 2002,  the Company issued an aggregate
171,000 shares under the Form S-8 Registration Statement.  Each monthly issuance
is charged to  operations  as  consulting  fees.  As of December 31,  2002,  the
Company has no further obligations under this agreement.

                                       22
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

CONSULTING AGREEMENTS - CONTINUED

In April 2002,  the Company  entered into a one-year  consulting  agreement with
NuQuest  Consulting,  Inc.  pursuant to which NuQuest agreed to consult with and
assist  the  Company  with  respect to the  Company's  business  pits  financial
statements  and other  materials  prepared for the purpose of  obtaining  equity
financing,  engaging in a public offering, and/or relating to the trading of the
Company's  common stock in the public  markets.  Nalso agreed to use  reasonable
efforts to seek and identify potential  investors for the Company, to assist the
Company in the  consummation  of any  proposed  financing,  and to  provide  the
Company  with  written  reports  of the  status of its  efforts on behalf of the
Company.  As  compensation  for its  services,  the  Company  agreed to issue to
NuQuest  warrants to purchase 900,000 shares of common stock, on a fully diluted
basis.  The warrants  are  exercisable  at $0.15 per share,  and the Company has
agreed to file an S-8  Registration  Statement  with the Securities and Exchange
Commission  to register the shares  underlying  the warrants.  In addition,  the
Company agreed to pay NuQuest cash  compensation  of $33,000  payable in monthly
installments over the term of the contract.  As of June 30, 2002, and subsequent
thereto,  the  Company  has not  completed  the  preparation  and  filing of the
required Form S-8 Registration Statement and has not made any cash payments.

On December 2, 2002,  the Company  entered into a one year business  development
agreement with Paul Weaver to provide  assistance in the  acquisition of various
contracts  utilizing  the  Company's  data mining  research  capabilities.  This
agreement  requires  compensation  as follows:  25,000  shares of the  Company's
common stock upon  execution of the  agreement;  a 3.0%  commission on the first
cumulative $3 million in total contract value; an additional 2.0% commission for
total contract value in excess of $3 million, an additional 25,000 shares of the
Company's  common  stock on the first  contract  in excess of  $500,000 in total
contract value.

On August 13, 2002,  the Company  entered  into an  agreement  with Thomas Gavin
(Gavin) to provide  informational  and educational  news releases and distribute
said  releases to the news media.  Gavin is required to spend  approximately  40
hours per month 1) developing news release concepts and a news release timeline;
2) drafting  and editing  news  releases  for Company  review and  approval;  3)
issuing these news  releases with a quality wire news service to ensure  highest
possible media distribution; 4) identifying major trade and general daily/weekly
media to expand  coverage;  5)  reconnecting  with reporters  providing  earlier
coverage  to update them and to begin the  building  of a major  media  outreach
effort for the longer term;  and 6) preparing a general  snapshot  report on the
Company and it's operating  history.  As compensation,  the Company issued Gavin
175,000 shares of the Company's  common stock,  as registered on Form S-8, as of
August 1, 2002 and 70,000 shares of the Company's common stock, as registered on
Form S-8, on the first day of each succeeding month.  Additionally,  the Company
will issue Gavin 30,000  warrants per month to purchase an equivalent  number of
shares of the  Company's  common stock at an exercise  price of $0.25 per share.
Each warrant will be for a three year term from the date of issuance.

On October 16, 2002, the Company  entered into a  Multi-Media/Corporate  Imaging
Agreement  with Jason Genet (Genet).  This agreement  contains two (2) phases of
services:  Phase I - Create [a] Multimedia  Website,  Corporate  Imaging and Web
Mercial  ("New  Product")  and Phase II - assist the Company in the marketing of
New Product, make reasonable effort to organize, produce and supervise corporate
imaging and advertising as approved by the Company.  The Company is obligated to
compensate  Genet for both Phase I and Phase II in either  cash of  $370,000  or
common stock of the Company,  as  registered  on Form S-8, in a number of shares
equal to $400,000,  priced at the closing  quoted price of the Company's  common
stock on the day of issuance.  This  agreement is cancellable at any time by the
Company with no further  obligation beyond that which was already earned and due
to be paid. Through December 31, 2002, the Company has issued Genet an aggregate
1,625,000 shares of common stock under this agreement.

                                       23
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

INVESTMENT BANKING AGREEMENTS

On June 20, 2002, the Company signed a Financial  Services  Agreement with First
American  Financial Group, New York, New York,  pursuant to which First American
Financial  Group  agreed to attempt to complete a private  placement of up to $5
million of the Company's 9% convertible  preferred stock. As of the date of this
Report,  First  American  Financial  Group has not introduced the Company to any
proposed  purchaser(s) of its convertible preferred stock, and management cannot
provide any assurances  that the Company will be able to complete such financing
in the future.  Through  December 31, 2002,  the Company has paid First American
Financial Group approximately $5,000 in conjunction with this Agreement.

On November  27, 2002,  the Company  entered  into an  agreement  (the  "Spartan
Agreement") with Spartan Securities Group, Ltd.  ("Spartan") under which Spartan
agreed to provide,  on an exclusive  basis,  financial  advisory and  investment
banking services to the Company for a period of one (1) year, subject to earlier
termination  by either the  Company or Spartan  upon at least  thirty (30) days'
prior written  notice to the other party.  The services  that Spartan  agreed to
provide  include  rendering  advice  with  regard  to our  internal  operations,
corporate  finance  matters,  mergers  and  acquisitions,  and  capital  raising
activities.  Spartan  also  will act as our  exclusive  Placement  Agent for any
private  offering of the Company's  securities  and as underwriter in any public
offering of equity or debt securities.  The Company has also agreed to appoint a
person nominated by Spartan to our Board of Directors.

In consideration for Spartan's  services,  the Company has agreed to pay Spartan
an initial  non-refundable  retainer of 300,000 shares of our Common Stock and a
monthly  consulting  fee of  $2,500  that will  commence  upon  completion  of a
financing  of not less  than  $350,000,  increasing  to $3,000  per  month  upon
completion of a financing of not less than $500,000.

In addition, upon completion of certain extraordinary transactions,  including a
sale of the Company's assets,  securities or business,  or the purchase by us of
another company or any of such other company's  assets,  securities or business,
Spartan  will be  entitled  to  receive  5% of the first  Five  Million  Dollars
($5,000,000),  4% of the second Five  Million  Dollars  ($5,000,000),  3% of the
third  Five  Million  Dollars  ($5,000,000),  and 2% of any  amount in excess of
Fifteen  Million  Dollars  ($15,000,000)  of  consideration   involved  in  such
transaction.  If Spartan  is  involved  in  originating  a loan or other  credit
facility with any bank or other institutional  lender, the Company has agreed to
pay Spartan a fee of 2% of the maximum amount of the credit facility,  including
of any increases in such facility after the date of the original financing.

The Company  also granted  Spartan a right of first  refusal to act as Placement
Agent  for  any  private  offering  of  our  equity  securities  (or  securities
convertible  into  equity  securities)  except for  private  placements  of such
securities  originating  from our officers and  directors.  Spartan will receive
Placement  Agent  compensation  of 10% of the gross proceeds  raised in any such
private offering and a 2% non-accountable expense allowance, as well as warrants
to  purchase  up to  20% of the  number  of  securities  sold  in the  offering,
exercisable  at 100% of the market  price of the  securities  on the date of the
sale.

If Spartan acts as  underwriter in any public  offering of the Company's  equity
securities,  Spartan  will  receive  7% of  the  gross  proceeds  raised  in the
offering, a 2% non-accountable expense allowance, and warrants to purchase up to
10% of the number of securities sold in the offering, exercisable at 100% of the
closing  market  price  on the  date of the  sale of  securities  in the  public
offering.

                                       24
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

INVESTMENT BANKING AGREEMENTS - CONTINUED

Mr. Kyle Kennedy  acted as a finder in connection  with the Company's  agreement
with Spartan and will receive as a finder's fee an option to purchase  1,725,000
shares of Common Stock for a total  exercised  price of Twenty-  Seven  Thousand
Five Hundred Dollars ($27,500). The Company has agreed to register the shares of
common stock underlying such option on a Registration Statement on Form S-8. Mr.
Kennedy  has  agreed  that he will  exercise  his  option  immediately  upon the
effectiveness  of such  registration  statement.  Mr. Kennedy is affiliated with
Spartan  Securities  Group,  Ltd. (see above) and has represented to the Company
that the  services  provided  in this  agreement  are  separate  and  unique  to
Spartan's efforts in capital raising.

BUSINESS DEVELOPMENT AGREEMENT

During Fiscal 2003, the Company has executed multiple Consulting Agreements with
Kyle  Kennedy  to  provide   consulting   services  in  the  areas  of  business
development, mergers and acquisitions and business strategy for the Company. Mr.
Kennedy is affiliated with Spartan  Securities  Group,  Ltd. (see above) and has
represented  to the Company that the  services  provided in this  agreement  are
separate and unique to Spartan's efforts in capital raising.
The dates and consideration  related to the various  agreements with Mr. Kennedy
are as follows:

August 19, 2002       1,000,0000  warrants to purchase an equivalent number of
                      shares of the Company's common stock at $0.04 per share;
                      666,000  warrants to purchase  an  equivalent  number of
                      shares of the Company's common stock at $0.06 per share;
                      and 334,000 warrants to purchase an equivalent number of
                      shares at $0.08 per  share.  These  warrants  expired on
                      February 19, 2003.

October 7, 2002       250,000  warrants to purchase  an  equivalent  number of
                      shares of the Company's common stock at $0.01 per share.
                      These warrants expired on November 7, 2002

October 11, 2002      1,000,000  warrants to purchase an equivalent  number of
                      shares  of the  Company's  common  stock at  $0.015  per
                      share. These warrants expired on November 10, 2002.

November 12, 2002     200,000  warrants to purchase  an  equivalent  number of
                      shares of the Company's common stock at $0.02 per share.
                      These warrants expired on December 12, 2002.

November 26, 2002     300,000  warrants to purchase  an  equivalent  number of
                      shares  of the  Company's  common  stock at  $0.016  per
                      share. These warrants expired on December 26, 2002.

December 11, 2002     1,200,000  warrants to purchase an equivalent  number of
                      shares  of the  Company's  common  stock at  $0.016  per
                      share. These warrants expired on January 10, 2003.

                                       25
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    Notes to Financial Statements - Continued


NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

BROKER-DEALER MARKETING AGREEMENT

On October 10, 2002,  the Company  signed a  "Broker-Dealer  Marketing  Program"
agreement with First American  Financial Group of New York, NY (First American).
First  American will contact  broker-dealers  as potential  market makers in the
Company's equity securities;  contact broker-dealers via e-mail and telephone to
review  current  Company  information  and meet with  broker-dealers,  and their
registered  representatives,  to discuss and promote  awareness of the Company's
equity  securities.  As  compensation  to First  Financial,  the Company  issued
500,000  shares of restricted,  unregistered  common stock upon the execution of
this  agreement.  Further,  the Company is  obligated  to pay First  Financial a
non-accountable  expense  allowance  of $10,000 cash payable upon receipt of any
financing  from any  source in a  minimum  amount of  $500,000.  Further,  First
American  is  entitled  to  Bonus   Compensation  equal  to  100,000  shares  of
restricted,  unregistered  common  stock if at any  time  during  the 12  months
following the execution of this  agreement,  the Company's  common stock reaches
$0.10 per share; an additional 100,000 shares of restricted, unregistered common
stock if at any time  during  the 12  months  following  the  execution  of this
agreement,  the Company's  common stock  reaches $0.20 per share;  an additional
100,000  shares of restricted,  unregistered  common stock if at any time during
the 12 months  following the execution of this agreement,  the Company's  common
stock reaches $0.40 per share;  and an additional  100,000 shares of restricted,
unregistered  common  stock if at any time  during the 12 months  following  the
execution of this agreement, the Company's common stock reaches $0.60 per share.
This agreement terminates on September 30, 2003.

ADVISORY BOARD MEMBER AGREEMENT

On  September  12,  2002,  the Company  executed an  Advisory  Board  Membership
Agreement  with Jonathan  White to serve as an advisory  member of the Company's
Board of Directors  through September 12, 2003. The Company will has compensated
Mr. White with 40,000 shares of restricted,  unregistered common stock for these
services.



                (Remainder of this page left blank intentionally)


                                       26
<PAGE>
PART I - ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) GENERAL COMMENTS

AdZone Research,  Inc. (Company) was incorporated on May 31, 1994 under the laws
of the State of Delaware as Executive Help Services.  Inc. The Company's initial
business  plan was designed for the purpose of  developing  an internet web site
that would offer professional space planning and design, pricing information and
direct ordering of modular office furniture systems.

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,000  shares of  restricted,  unregistered
common stock for 100.0% of the issued and outstanding common stock of AdZone and
effected a merger of the two entities with the Company being the surviving legal
entity. Concurrent with this transaction, the Company changed its corporate name
to AdZone Research, Inc.

For accounting  purposes,  the acquisition of AdZone, on August 10, 2001, by the
Company  effected  a change  in  control  and was  accounted  for as a"  reverse
acquisition"  whereby AdZone is the accounting  acquiror for financial statement
purposes.  Accordingly,  for all  periods  subsequent  to August 10,  2001,  the
financial  statements of the Company reflect the historical financial statements
of AdZone from its  inception  on February  28, 2000 and the  operations  of the
Company subsequent to the August 10, 2001 transaction date.

AdZone Interactive,  Inc. (AdZone) was initially  incorporated as Web-AdNet.com.
Inc.  under the laws of the State of New York on February 28, 2000.  The Company
was  formed  to  provide  various  market  research   statistics   derived  from
information  obtained from internet  websites  maintained by  independent  third
parties worldwide.

The Company  follows the accrual basis of  accounting  in accordance  accounting
principles generally accepted in the United States of America. AdZone originally
elected a year-end of December 31.  Concurrent with the August 10, 2001 business
combination  transaction,  the  Company's  Board of Directors  changed  AdZone's
year-end  to  March  31.  The  accompanying  financial  statements  reflect  the
Company's  year-end  of  March  31 as of  the  first  day of  the  first  period
presented.

                                       27
<PAGE>
The Company's business plan has not been fully implemented and, accordingly, has
not fully commenced operations. The Company has had no substantial operations or
substantial  assets since  inception and is considered to be in the  development
stage.

(3) RESULTS OF OPERATIONS, PLAN OF OPERATION, LIQUIDITY AND CAPITAL RESOURCES

The  Company,  due to a lack  of  working  capital,  significantly  reduced  all
activities  during  Fiscal  2002.  The  Company  engaged  in the  leasing of one
employee to Owl Data,  Inc., an entity owned by Charles  Cardona,  the Company's
CEO, at a rate equal to the employee's salary and all related payroll taxes. Due
to the  related  party  nature of this  transaction,  no income  or  expense  is
recognized on this transaction in the accompanying financial statements.

During  the third  quarter of  Calendar  2002,  the  Company  performed  certain
enhancements and tests of its software product for enhancements to the Company's
internet data mining  research  capabilities to provide data and information for
various potential private and public sector client purposes.  These enhancements
and tests proved successful. Management originally estimated that various public
and private  sector  contracts  would  materialize  by December 31, 2002. Due to
economic  conditions  and the  fluidness  of the  rapidly  development  Homeland
Security marketplace, management remains in negotiation for contracts to utilize
the Company's  capabilities  and remains  optimistic  that such  contracts  will
materialize in the first quarter of Calendar 2003.

As the Company's business plan has not been fully implemented and,  accordingly,
the Company has not fully  commenced  operations,  management  is of the opinion
that our current financial  results,  as reported in the accompanying  financial
statements, are not meaningful as an indication of future operations.

The Company incurred system production and maintenance expenses of approximately
$80,650,  including  depreciation of approximately  $10,600, for the nine months
ended December 31, 2002, as compared to approximately  $55,175 for the same nine
month period of the prior fiscal year.

The Company incurred operating expenses of approximately $423,600,  exclusive of
officer's  compensation  for the nine months ended December 31, 2002 as compared
to  approximately  $114,400 for the same period of the prior  fiscal  year.  The
Company  experienced  shifts in  categorical  expenses  including an increase in
selling  and  marketing  expenses  of  approximately   $5,500,  an  increase  in
consulting and professional  fees of  approximately  $264,000 and an increase in
other general and administrative costs of approximately  $15,000.  Note that the
three month period ended June 30, 2001  experienced a reduction of other general
and  administrative  expenses due to billing  adjustments made by vendors in the
reporting quarter.

For the nine months ended December 31, 2002, the Company  incurred a net loss of
approximately  $(669,000) as compared to a net loss of approximately  $(391,000)
for the nine months  ended  December  31,  2001.  Based on the  weighted-average
number of shares of common stock issued and outstanding at December 31, 2002 and
2001,  respectively,  the Company incurred a net loss per share of approximately
$(0.02) and $(0.02).

EXECUTIVE COMPENSATION

On January 29, 2001,  the Company  entered  into an  employment  agreement  with
Charles Cardona to serve as the Company's Chief Executive Officer. The agreement
covers the term from January 29, 2001 through  December 31, 2002.  The agreement
requires annual  compensation  payments of 141,000 for the period from execution
through  December  31, 2001 and $156,000 for  Calendar  2002.  Further,  Charles
Cardona  received a signing bonus of 250,000 shares of restricted,  unregistered
common stock upon execution of the agreement and will receive  100,000 shares of
restricted,   unregistered   common   stock  at  December  31,  2001  and  2002,
respectively.   Charles   Cardona  will  also   receive  a  commission   of  all
self-generated sales equal to 10.0% of the gross billings.

In August 2001, the Company replaced an existing employment  agreement with John
Cardona (J.  Cardona)  under which J. Cardona  agreed to serve as the  Company's
President  through August 31, 2004.  Under his agreement,  the Company agreed to
pay J. Cardona's  base salary at the rate of $141,000  during the balance of the
2001 calendar year;  $151,000 for the 2002 calendar year;  $161,000 for the 2003
calendar  year;  and at the rate of  $208,000  for the 2004  calendar  year.  In

                                       28
<PAGE>
addition,  the agreement provided that J. Cardona could be awarded,  at the sole
discretion of the Board of Directors of the Company,  a bonus of $15,000  during
each quarter of his  employment  and a bonus of $25,000 at the conclusion of the
2002  calendar  year.  J. Cardona was also entitled to a $100,000 cash bonus and
250,000  shares of common  stock of the Company if the Company  achieved  annual
profitability.  Under his agreement, J. Cardona was also entitled to receive 10%
of sales revenues generated through his efforts. Additional bonuses were payable
as  follows:  (i) 0.5% of  prior  year's  revenues;  (ii)  3.5% of prior  year's
profits;  (iii) 3.75% of the first $3 million in growth in market capitalization
during a previous  year;  and (iv) 1.75% of any growth in market  capitalization
over $3 million during a previous year. J. Cardona was also granted an option to
purchase 1,000,000 shares of the Company's common stock exercisable at $0.10 per
share  for 5 years  after  the  date  of  grant.  John  Cardona  terminated  his
employment  agreement with the Company in June 2002 but remained as a consultant
to the Company.

In January  2003,  the Company  entered  into a Consulting  Agreement  with John
Cardona for a period of one year under which John Cardona would provide services
relating to sales,  marketing,  public  relations  and business  expansion.  Mr.
Cardona  will  receive  $100 per week in cash and common stock having a value of
$3,500 per calendar month valued at the lowest closing price during each week of
such calendar month.  The Agreement  further  provides that John Cardona's total
compensation shall be equal to the total compensation earned by Charles Cardona,
the Company's Chairman, Chief Executive and Chief Financial Officer.

In the event that the Company is unable to fund weekly scheduled payroll checks,
the Company is  obligated  to pay a penalty  equal to three (3) times the weekly
gross  earnings in  restricted,  unregistered  common  stock valued at $0.05 per
share.  All unpaid  compensation  will  remain as an accrued  obligation  of the
Company.

In May 2002,  the Company  issued an aggregate  3,150,000  shares of restricted,
unregistered  shares of common  stock to John  Cardona  (its former  President),
Charles Cardona (its Chief Executive Officer) and other office personnel in lieu
of cash  compensation  and as  payment on accrued  officer  compensation.  These
shares were valued at $94,500, which was equal to or in excess of the discounted
closing price of the Company's  common stock on the NASDAQ  Electronic  Bulletin
Board  on the date of each  respective  transaction.  The  Company  relied  upon
Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption from
registration on these shares. In December 2002, John Cardona and Charles Cardona
each  surrendered the aggregate  3,000,000  shares issued in this transaction to
cancel the  transaction  and return the  $90,000  back to  accrued,  but unpaid,
officers compensation.

In October 2002, the Company issued 2,000,000 shares of restricted, unregistered
common  stock each to Charles  Cardona  and John  Cardona in partial  payment of
accrued officer compensation.  In December 2002, these officers each surrendered
theses shares and restored the accrued, but unpaid,  officers  compensation.  No
effect of this transaction appears in the accompanying  financial  statements as
the transaction was initiated and cancelled within the same calendar quarter.

LIQUIDITY

The Company had approximately  $14,370 in available cash at December 31, 2002 as
compared to $-0- at March 31, 2002 and approximately  $830 at December 31, 2001.
The Company attempts to maintain a cash balance  sufficient to sustain corporate
operations  until such time as  management  can raise the funding  necessary  to
advance its business plan.

Liquidity  during  Fiscal  2001 and 2002 was  provided  principally  through the
unregistered sales of equity securities.  Total proceeds from the sale of equity
securities  totaled  approximately  $118,000 during the  year-to-date  period in
Fiscal 2003 and  approximately  $54,000  during the  year-to-date  period during
Fiscal 2002.

Through  December  31,  2002,  the  Company  received an  aggregate  approximate
$118,000 cash for purchases of  approximately  1,600,000  shares of  restricted,
unregistered  common stock.  These sales were at prices equal to or in excess of
the  discounted  closing  price of the  Company's  common  stock  on the  NASDAQ
Electronic  Bulletin  Board  on the  date of each  respective  transaction.  The

                                       29
<PAGE>
Company relied upon Section 4(2) of The Securities Act of 1933, as amended,  for
an exemption from registration on these shares.

Additional  funding from either the sale of equity  securities  or advances from
shareholders  will be necessary to support  future  maintenance of the corporate
entity and development of the Company's business plan.

The Company,  due to it's lack of working  capital,  has no  definitive  capital
requirements  for future periods.  However,  the infusion of additional  capital
and/or  increased  immediate  demands for the Company's  services will certainly
require additional investment in computer hardware to handle the processing load
required by the  Company's  customers.  The  ultimate  amount and timing of this
potential investment is unknown at this time.

PLAN OF OPERATION

The Company's  operations focus on mining of data and other information  through
the  monitoring  and review of internet  websites  developed  and  maintained by
independent third parties worldwide. These extracted data elements are then used
to provide various market research  statistics and other focused  information as
guided by the  Company's  clientele.  The Company has initially  identified  two
potential  key  consumers of the  Company's  product:  advertising  research and
Federal/State governments.

As stated in the Company's  10-KSB for fiscal year ended March 31, 2002,  during
2002 management held several meetings with officials of New York State regarding
a possible  contract to provide  monitoring  services of its websites to prevent
tampering and other terrorist  related  activity.  Although such discussions did
not result in a contract  with the State,  they did  provide  management  with a
significant amount of security-based information that was necessary to execute a
real world test of the  Company's  NetGet(TM)  technology in order to ultimately
prove its efficacy.

The outcome of the tests performed as a result of the Company's discussions with
these officials far exceeded management's expectations.  Although the results of
the testing  were too advanced for New York's  present  needs and  technological
capabilities,  the evaluation process further clarified the functionality of the
Company's  NetGet(TM)  technology  and  why  management  believes  it will be of
interest to national  security  agencies.  NetGet(TM) is the first  commercially
developed,  scalable steganalysis tool proven capable of identifying clandestine
Internet  communications while operating at the bit level.  Steganography is the
art of hiding digital material within other digital files,  such as a graphic or
audio file,  and  steganalysis  is the art of  uncovering  such  hidden  digital
information.

The  Company's  testing of these  Internet  sites  generated in excess of 20,000
files  (including a mix of graphics,  text,  program,  data, and dynamic library
files) and  resulted  in a  statistically  significant  number of  messages in a
specific  foreign  language.  Some were actually  found on supposedly  secure US
government websites,  including one example that was hidden in a photograph of a
federal agency's director.

Efforts  initiated  by  former  Congressman  Felix  Grucci  in  response  to the
Company's proposal submitted in November 2001 to the Office of Homeland Security
resulted in an  appropriations  request in the amount $32.5 million discussed in
the prior  10-KSB.  This  request  is still in process as a result of the delays
that  occurred  at the end of the 107th  Congress.  However,  to help ensure the
realization  of the  business  potential  as a result of this  request,  we have
embarked on a number of initiatives.

First,  management is briefing elected officials,  their senior staff, committee
heads and aides  about the  existing  risks to  national  security  posed by the
ability of terrorist  organizations  to  communicate  over the Internet  without
detection  and how the Company's  NetGet(TM)  technology is able to detect these
clandestine communications.

Second,  with the bi-partisan help and support of members of both  Congressional
chambers,  who  have  both  endorsed  the  pending  appropriations  request  and
facilitated  meetings with the major US security agencies,  management is making
formal   presentations   to  senior   officials  of  these   security   agencies
demonstrating the functionality and efficacy of Net Get(TM).

                                       30
<PAGE>
Third,  management  is  negotiating  with major  defense  contractors  to secure
integration  agreements  similar to the  contract  the  Company  concluded  with
Raytheon in June 2002.  Currently  the Company has entered  into  non-disclosure
agreements with three large defense  contractors  and is negotiating  agreements
with these  companies in an attempt to overcome two major issues for  commercial
entities  that deal with  agencies of the Federal  government.  The first is the
Federal  government's  tendency to contract  with major  companies,  who in-turn
"tea" with sub-contractors in order to meet obligations under the Small Business
Administration requirements. Second, large defense contractors have the security
clearances  necessary to work with the governmental  employees who would analyze
the information generated by NetGet(TM).

Since concluding the Company's contract with Raytheon in June 2002, Raytheon has
informed management that it is presently negotiating three potential agreements,
which,  if  concluded,  will  include  our  NetGet(TM)  technology  in the final
application.
Although negotiations are continuing on the potential contracts described above,
management is unable to provide any  assurances  that any of the contracts  that
the Company and Raytheon are  currently  negotiating  with third parties will be
concluded  or that  all or any  portion  of the  appropriations  request  before
Congress will ultimately be approved.

In  the  Company'  last  10-KSB  the  Company  disclosed  discussions  with  the
Geneva-based  World  Health   Organization  and  Canada's  World  Public  Health
Intelligence  Network  relating to  possible  use of the  Company' s  NetGet(TM)
technology  to  track   bio-terror   threats  over  the   Internet.   Both  such
organizations  have  subsequently  decided to focus their  efforts on  naturally
occurring threats to health and safety as well as threats that may result from a
possible war with Iraq.

The Company  will face  considerable  risk in each of its future  business  plan
steps,  such as  difficulty  of hiring  competent  personnel  within its budget,
longer than anticipated web site decoding, difficulty in completing key business
acquisitions, and a shortfall of funding due to the Company's inability to raise
capital in the equity securities market.

The Company is currently  dependent  upon either funds advanced or loaned by the
Company's directors and officers or the sale of equity securities. The Company's
officers and directors have no formal  commitments or arrangements to advance or
loan funds for the Company and do not have any legal requirement to do so.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may be dormant during the
next twelve months, or until such time as necessary funds could be raised in the
equity securities market.

The Company has begun to  implement  plans to raise funds  through  sales of its
equity  securities  in the  capital  markets,  principally  through  one or more
private  placements  of such  securities.  The  Company  has  entered  into  and
investment  banking  services  agreement  with Spartan  Securities  Group,  Ltd.
("Spartan")  pursuant to which  Spartan  would act as a placement  agent for the
sale of such  securities.  However,  the Company can not provided any assurances
that it will be able to  successfully  complete  any one or more of such private
placements.

PART I - ITEM 3 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. This evaluation was carried out under the supervision of Charles
Cardona,  the Company's  Chief Executive  Officer and Chief  Financial  Officer.
Based upon that  evaluation,  the Company's  Chief Executive and Chief Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective.  There have been no  significant  changes in the  Company's  internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

                                       31
<PAGE>
Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company 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 Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive and Chief Financial Officer as appropriate,  to allow timely decisions
regarding required disclosure.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

AdZone  Interactive,  Inc.  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  which were  performed  after the
expiration of a contract for consulting  services  between  AdZone  Interactive,
Inc.  and  Auletta.  The Company is of the  opinion  that the lawsuit is without
merit and has accrued an open unpaid balance due of approximately $600 as of the
expiration date of the contract.  As of the date of this filing, the appropriate
settlement  documentation has not been completed and executed. No adverse effect
on the  financial  condition  of  the  Company  should  occur  on  the  ultimate
settlement of this matter.

ITEM 2 - CHANGES IN SECURITIES

During October 2002, the Company received an aggregate  approximate $10,000 cash
for purchases of approximately 333,334 shares of restricted, unregistered common
stock.  This sale was at prices equal to or in excess of the discounted  closing
price of the Company's common stock on the NASDAQ  Electronic  Bulletin Board on
the date of each respective transaction. The Company relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares. The respective transactions are as follows:

     Transaction date          Recipient            # of shares         value
     ----------------          ---------            -----------         -----
     October 8, 2002         Carl Washwick            333,334          $10,000

During the period from October 2002 through December 2002, the Company issued an
aggregate 689,000 shares of restricted, unregistered common stock as payment for
various wages to non-management personnel.  These transactions were valued at an
aggregate  $15,700,  which was equal to or in excess of the  discounted  closing
price of the Company's common stock on the NASDAQ  Electronic  Bulletin Board on
the date of each  transaction.  The  Company  relied  upon  Section  4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration on these
shares. The following details each of these transactions:

     Transaction date          Recipient            # of shares         value
     ----------------          ---------            -----------         -----
     October 1, 2002         Ursula Olivares          250,000          $5,000
     October 7, 2002         Valerie Cardona          275,000          $5,500
     November 7, 2002        Arthur Katz               14,000          $  700
     December 3, 2002        Arthur Katz              150,000          $4,500

During the period from October 2002,  through  December 2002, the Company issued
an  aggregate  2,019,000  shares if  restricted,  unregistered  common  stock as
payment for various consulting and legal fees. These transactions were valued at
an  aggregate  $62,575,  which  was below the  discounted  closing  price of the
Company's  common stock on the NASDAQ  Electronic  Bulletin Board on the date of
each transaction.  Accordingly, the Company recognized a charge to operations of
approximately  $28,800 for the difference  between the transaction value and the

                                       32
<PAGE>
"fair value" of the issued  shares.  The Company relied upon Section 4(2) of the
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

<TABLE>
<CAPTION>
   Transaction date       Recipient                    # of shares        initial value
   ----------------       ---------                    -----------        -------------
<S>                    <C>                            <C>               <C>
   October 2, 2002      Warren Hamburger                   100,000           $ 2,000
   October 4, 2002      Kathleen Kenney                     25,000           $   500
   October 9, 2002      Jason Genet                      1,200,000           $36,000
   October 11, 2002     First American Financial Group     500,000           $12,500
   October 16, 2002     Jason Genet                         25,000           $   875
   November 18, 2002    Jonathan White                      40,000           $ 4,500
   November 18, 2002    Joshua Blumenthal                   50,000           $ 5,500
   November 20, 2002    Bob Schmidt                        100,000           $ 5,000
   December 12, 2002    Robert Fitzpatrick                  60,000           $ 1,200
</TABLE>

In May 2002,  the Company  issued an aggregate  3,000,000  shares of restricted,
unregistered  shares of common stock to John  Cardona,  its then  President  and
Charles  Cardona,  its Chief  Executive  Officer as  payment on accrued  officer
compensation.  In October  2002,  the  Company  issued an  additional  aggregate
2,000,000  shares of  restricted,  unregistered  common  stock  each to  Charles
Cardona and John Cardona in partial payment of accrued officer compensation.  In
December 2002,  John Cardona and Charles Cardona each returned and cancelled all
of the shares issued in these separate  transactions and reinstated the accrued,
but unpaid, officers compensation.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 - OTHER INFORMATION

CONSULTING AGREEMENTS

On August 13, 2002,  the Company  entered  into an  agreement  with Thomas Gavin
(Gavin) to provide  informational  and educational  news releases and distribute
said  releases to the news media.  Gavin is required to spend  approximately  40
hours per month 1) developing news release concepts and a news release timeline;
2) drafting  and editing  news  releases  for Company  review and  approval;  3)
issuing these news  releases with a quality wire news service to ensure  highest
possible media distribution; 4) identifying major trade and general daily/weekly
media to expand  coverage;  5)  reconnecting  with reporters  providing  earlier
coverage  to update them and to begin the  building  of a major  media  outreach
effort for the longer term;  and 6) preparing a general  snapshot  report on the
Company and it's operating  history.  As compensation,  the Company issued Gavin
175,000 shares of the Company's  common stock,  as registered on Form S-8, as of
August 1, 2002 and 70,000 shares of the Company's common stock, as registered on
Form S-8, on the first day of each succeeding month.  Additionally,  the Company
will issue Gavin 30,000  warrants per month to purchase an equivalent  number of
shares of the  Company's  common stock at an exercise  price of $0.25 per share.
Each warrant will be for a three year term from the date of issuance.

On October 16, 2002, the Company  entered into a  Multi-Media/Corporate  Imaging
Agreement  with Jason Genet (Genet).  This agreement  contains two (2) phases of
services:  Phase I - Create [a] Multimedia  Website,  Corporate  Imaging and Web
Mercial  ("New  Product")  and Phase II - assist the Company in the marketing of
New Product, make reasonable effort to organize, produce and supervise corporate
imaging and advertising as approved by the Company.  The Company is obligated to
compensate  Genet for both Phase I and Phase II in either  cash of  $370,000  or
common stock of the Company,  as  registered  on Form S-8, in a number of shares
equal to $400,000,  priced at the closing  quoted price of the Company's  common
stock on the day of issuance.  This  agreement is cancellable at any time by the
Company with no further obligation beyond that which was already earned and due

                                       33
<PAGE>
to be paid. Through December 31, 2002, the Company has issued Genet an aggregate
1,625,000 shares of common stock under this agreement.

INVESTMENT BANKING SERVICES AGREEMENT

On November  27, 2002,  the Company  entered  into an  agreement  (the  "Spartan
Agreement") with Spartan Securities Group, Ltd.  ("Spartan") under which Spartan
agreed to provide,  on an exclusive  basis,  financial  advisory and  investment
banking services to the Company for a period of one (1) year, subject to earlier
termination  by either the  Company or Spartan  upon at least  thirty (30) days'
prior written  notice to the other party.  The services  that Spartan  agreed to
provide  include  rendering  advice  with  regard  to our  internal  operations,
corporate  finance  matters,  mergers  and  acquisitions,  and  capital  raising
activities.  Spartan  also  will act as our  exclusive  Placement  Agent for any
private  offering of the Company's  securities  and as underwriter in any public
offering of equity or debt securities.  The Company has also agreed to appoint a
person nominated by Spartan to our Board of Directors.

In consideration for Spartan's  services,  the Company has agreed to pay Spartan
an initial  non-refundable  retainer of 300,000 shares of our Common Stock and a
monthly  consulting  fee of  $2,500  that will  commence  upon  completion  of a
financing  of not less  than  $350,000,  increasing  to $3,000  per  month  upon
completion of a financing of not less than $500,000.

In addition, upon completion of certain extraordinary transactions,  including a
sale of the Company's assets,  securities or business,  or the purchase by us of
another company or any of such other company's  assets,  securities or business,
Spartan  will be  entitled  to  receive  5% of the first  Five  Million  Dollars
($5,000,000),  4% of the second Five  Million  Dollars  ($5,000,000),  3% of the
third  Five  Million  Dollars  ($5,000,000),  and 2% of any  amount in excess of
Fifteen  Million  Dollars  ($15,000,000)  of  consideration   involved  in  such
transaction.  If Spartan  is  involved  in  originating  a loan or other  credit
facility with any bank or other institutional  lender, the Company has agreed to
pay Spartan a fee of 2% of the maximum amount of the credit facility,  including
of any increases in such facility after the date of the original financing.

The Company  also granted  Spartan a right of first  refusal to act as Placement
Agent  for  any  private  offering  of  our  equity  securities  (or  securities
convertible  into  equity  securities)  except for  private  placements  of such
securities  originating  from our officers and  directors.  Spartan will receive
Placement  Agent  compensation  of 10% of the gross proceeds  raised in any such
private offering and a 2% non-accountable expense allowance, as well as warrants
to  purchase  up to  20% of the  number  of  securities  sold  in the  offering,
exercisable  at 100% of the market  price of the  securities  on the date of the
sale.

If Spartan acts as  underwriter in any public  offering of the Company's  equity
securities,  Spartan  will  receive  7% of  the  gross  proceeds  raised  in the
offering, a 2% non-accountable expense allowance, and warrants to purchase up to
10% of the number of securities sold in the offering, exercisable at 100% of the
closing  market  price  on the  date of the  sale of  securities  in the  public
offering.

Mr. Kyle Kennedy  acted as a finder in connection  with the Company's  agreement
with Spartan and will receive as a finder's fee an option to purchase  1,725,000
shares of Common Stock for a total  exercised  price of Twenty-  Seven  Thousand
Five Hundred Dollars ($27,500). The Company has agreed to register the shares of
common stock underlying such option on a Registration Statement on Form S-8. Mr.
Kennedy  has  agreed  that he will  exercise  his  option  immediately  upon the
effectiveness  of such  registration  statement.  Mr. Kennedy is affiliated with
Spartan  Securities  Group,  Ltd. (see above) and has represented to the Company
that the  services  provided  in this  agreement  are  separate  and  unique  to
Spartan's efforts in capital raising.

BUSINESS DEVELOPMENT AGREEMENT

During Fiscal 2003, the Company has executed multiple Consulting Agreements with
Kyle  Kennedy  to  provide   consulting   services  in  the  areas  of  business
development, mergers and acquisitions and business strategy for the Company. Mr.
Kennedy is affiliated with Spartan  Securities  Group,  Ltd. (see above) and has
represented  to the Company that the  services  provided in this  agreement  are
separate  and unique to  Spartan's  efforts in  capital  raising.  The dates and
consideration related to the various agreements with Mr. Kennedy are as follows:

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<PAGE>
August 19, 2002       1,000,0000  warrants to purchase an equivalent  number of
                      shares of the Company's  common stock at $0.04 per share;
                      666,000  warrants  to purchase  an  equivalent  number of
                      shares of the Company's  common stock at $0.06 per share;
                      and 334,000 warrants to purchase an equivalent  number of
                      shares at $0.08 per  share.  These  warrants  expired  on
                      February 19, 2003.

October 7, 2002       250,000  warrants  to purchase  an  equivalent  number of
                      shares of the Company's  common stock at $0.01 per share.
                      These warrants expired on November 7, 2002

October 11, 2002      1,000,000  warrants to purchase an  equivalent  number of
                      shares of the Company's common stock at $0.015 per share.
                      These warrants expired on November 10, 2002.

November 12, 2002     200,000  warrants  to purchase  an  equivalent  number of
                      shares of the Company's  common stock at $0.02 per share.
                      These warrants expired on December 12, 2002.

November 26, 2002     300,000  warrants  to purchase  an  equivalent  number of
                      shares of the Company's common stock at $0.016 per share.
                      These warrants expired on December 26, 2002.

December 11, 2002     1,200,000  warrants to purchase an  equivalent  number of
                      shares of the Company's common stock at $0.016 per share.
                      These warrants expired on January 10, 2003.

BROKER-DEALER MARKETING AGREEMENT

On October 10, 2002,  the Company  signed a  "Broker-Dealer  Marketing  Program"
agreement with First American  Financial Group of New York, NY (First American).
First  American will contact  broker-dealers  as potential  market makers in the
Company's equity securities;  contact broker-dealers via e-mail and telephone to
review  current  Company  information  and meet with  broker-dealers,  and their
registered  representatives,  to discuss and promote  awareness of the Company's
equity  securities.  As  compensation  to First  Financial,  the Company  issued
500,000  shares of restricted,  unregistered  common stock upon the execution of
this  agreement.  Further,  the Company is  obligated  to pay First  Financial a
non-accountable  expense  allowance  of $10,000 cash payable upon receipt of any
financing  from any  source in a  minimum  amount of  $500,000.  Further,  First
American  is  entitled  to  Bonus   Compensation  equal  to  100,000  shares  of
restricted,  unregistered  common  stock if at any  time  during  the 12  months
following the execution of this  agreement,  the Company's  common stock reaches
$0.10 per share; an additional 100,000 shares of restricted, unregistered common
stock if at any time  during  the 12  months  following  the  execution  of this
agreement,  the Company's  common stock  reaches $0.20 per share;  an additional
100,000  shares of restricted,  unregistered  common stock if at any time during
the 12 months  following the execution of this agreement,  the Company's  common
stock reaches $0.40 per share;  and an additional  100,000 shares of restricted,
unregistered  common  stock if at any time  during the 12 months  following  the
execution of this agreement, the Company's common stock reaches $0.60 per share.
This agreement terminates on September 30, 2003.

ADVISORY BOARD MEMBER AGREEMENT

On  September  12,  2002,  the Company  executed an  Advisory  Board  Membership
Agreement  with Jonathan  White to serve as an advisory  member of the Company's
Board of Directors  through September 12, 2003. The Company will has compensated
Mr. White with 40,000 shares of restricted,  unregistered common stock for these
services.

                                       35
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
1.1      Plan of Acquisition, Reorganization or Liquidation (*)
2.1      Certificate of  Incorporation  of Executive  Help Services,  Inc. filed
         with the Delaware Secretary of State on May 31, 1994.
2.2      Certificate  for  Renewal  and  Revival of Charter  of  Executive  Help
         Services,  Inc. filed with the Delaware  Secretary of State on July 27,
         1998.
2.3      Certificate of Amendment of Certificate of  Incorporation  of Executive
         Help Services,  Inc. dated December 8, 1998 and filed with the Delaware
         Secretary of State on December 10, 1998.
2.4      Certificate of Amendment of Certificate of  Incorporation  of Executive
         Help  Services,  Inc.  dated June 26, 2000 and filed with the  Delaware
         Secretary of State on July 6, 2000.
2.5      Certificate of Amendment of Certificate of  Incorporation  of Executive
         Help  Services,  Inc.  dated  Jun 2000  and  filed  with  the  Delaware
         Secretary of State on July 6, 2000.
2.6      Certificate of Amendment of Certificate of  Incorporation  of Executive
         Help  Services,  Inc.  dated June 20, 2000 and filed with the  Delaware
         Secretary of State on July 17, 2000.
2.7      Certificate of Merger of AdZone  Interactive,  Inc. into Executive Help
         Services,  Inc. filed with the Delaware Secretary of State on September
         20, 2001.
2.8      By-Laws (**)
10.1     Consulting Agreement dated as of October 26, 2001 with Theresa A. Kober
         (***)
10.2     Consulting  Agreement  dated as of November  2, 2001 with  Blanchfield,
         King, Kober & Company, P.C. (+)
10.3     Consulting  Agreement dated as of January 1, 2002 with Communique Media
         Services, Inc. (++)
10.4     Consulting  Agreement  dated as of February 5, 2002 with  International
         Standard Consulting Corporation (+++)
10.5     Employment Agreement dated August 29, 2001 with Charles Cardona (++++)
10.6     Employment  Agreement  dated as of August  29,  2001 with John  Cardona
         (++++)
10.7     Employment  Agreement  dated as of March 1, 2002 with Daniel  Wasserman
         (++++)
10.8     Consulting  Agreement  dated as of April 2002 with NuQuest  Consulting,
         Inc. (++++)
10.9     Systems  Integration  Agreement dated as of June 21, 2002 with Raytheon
         Company (++++)
10.10    Financial  Services Agreement with First American Financial Group dated
         June 20, 2002 (++++)
10.11    Term Sheet between the Company and First American Financial Group dated
         June 19, 2002 relating to private  placement of  convertible  preferred
         stock (++++)
10.12    Term Sheet between the Company and First American Financial Group dated
         June 19, 2002 relating to Bridge loan (++++)
10.13    Consulting  Agreement between the Company and Kyle Kennedy dated August
         19, 2002.
10.14    Consulting Agreement between the Company and Kyle Kennedy dated October
         7, 2002.
10.15    Consulting Agreement between the Company and Kyle Kennedy dated October
         11, 2002.
10.16    Consulting  Agreement  between  the  Company  and  Kyle  Kennedy  dated
         November 12, 2002.
10.17    Consulting  Agreement  between  the  Company  and  Kyle  Kennedy  dated
         November 26, 2002.
10.18    Consulting  Agreement  between  the  Company  and  Kyle  Kennedy  dated
         December 11, 2002.
10.19    Contract between the Company and Thomas Gavin dated August 13, 2002.
10.20    Multi-Media/Corporate Imaging Agreement dated October 18, 2001.
10.21    Letter of Engagement between the Company and Paul Weaver dated December
         2, 2002.
10.22    Advisory Board  Membership  Agreement  between the Company and Jonathan
         White dated September 12, 2002.
10.23    Consulting  Agreement  between the Company  and John A.  Cardona  dated
         January 18, 2003.
10.24    Agreement between First American  Financial Group and the Company dated
         October 10, 2002.
10.25    Agreement between the Company and Spartan  Securities Group, Ltd. dated
         November 27, 2002.
23.1     Consent of Independent Public Accountants.

                                       36
<PAGE>
(*)      Incorporated  by reference to Exhibit 2 to the  Registrant's  Report on
         Form 8-K filed with the Securities and Exchange Commission on September
         21, 2001.
(**)     Incorporated   by  reference   to  the  same  exhibit   number  in  the
         Registrant's  Form  10SB12G  filed  with the  Securities  and  Exchange
         Commission on December 30, 1999.
(***)    Incorporated by reference to Exhibit 10.1 to the Registrant's  Form S-8
         filed with the Securities and Exchange Commission on December 13, 2001.
(+)      Incorporated by reference to Exhibit 10.2 to the Registrant's  Form S-8
         filed with the Securities and Exchange Commission on December 13, 2001.
(++)     Incorporated by reference to Exhibit 10.1 to the Registrant's  Form S-8
         filed with the Securities and Exchange Commission on January 28, 2002.
(+++)    Incorporated by reference to Exhibit 10.1 to the Registrant's  Form S-8
         filed with the Securities and Exchange Commission on February 21, 2002.
(++++)   Incorporated  by reference  to the same  Exhibit  number filed with the
         Registrant's Form 10-KSB for the fiscal year ended March 31, 2002 filed
         with the Securities and Exchange Commission.

Reports on Form 8-K

     December 16, 2002  Disclosure  of the  voluntary  surrender of an aggregate
     7,000,000  shares of common  stock by Charles  Cardona and John  Cardona in
     cancellation of two separate payments of accrued  compensation  pursuant to
     their respective employment agreements.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                               ADZONE RESEARCH, INC.


Date: February 19, 2003                        /s/ Charles A. Cardona III
      -----------------                        ---------------------------------
                                                          Charles A. Cardona III
                                               Chairman, Chief Executive Officer
                                                     and Chief Financial Officer

                                       37
<PAGE>
                    CERTIFICATION PURSUANT TO 18 USC, SECTION
            1350, AS ADOPTED PURSUANT TO SECTIONS 302 AND 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AdZone Research, Inc. (Registrant) on
Form 10-QSB for the quarter ended October 31, 2002, as filed with the Securities
and Exchange  Commission,  on the date  hereof,  I,  Charles A.  Cardona,  Chief
Executive  Officer and Chief  Financial  Officer of the Company,  certify to the
best of my knowledge, pursuant to 18 USC 1350, as adopted pursuant to ss.302 and
promulgated as 18 USC 1350 pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:

1)   I have reviewed this  Quarterly  Report on Form 10-QSB of AdZone  Research,
     Inc. for the quarter ended December 31, 2002.

2)   Based on my knowledge,  this  Quarterly  Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  Quarterly  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     Quarterly Report;

4)   The registrant's other certifying  officers,  if any, and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures (as
     defined in Exchange  Act Rules  13a-14 and 15d-14) for the  Registrant  and
     have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  Registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this Quarterly Report
         is being prepared;
     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         Quarterly Report (the "Evaluation Date"); and
     c)  presented  in  this  Quarterly   Report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5)   The Registrant's other certifying  officers,  if any, and I have disclosed,
     based on our most recent evaluation,  to the Registrant's  auditors and the
     audit committee of registrant's  board of directors (or persons  performing
     the equivalent functions):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  Registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  Registrant's  auditors any material  weaknesses in
         internal controls; and
     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  Registrant's  internal
         controls; and

6)   The Registrant's other certifying officers, if any, and I have indicated in
     this  Quarterly  Report  whether or not there were  significant  changes in
     internal  controls  or in other  factors  that could  significantly  affect
     internal  controls  subsequent  to the date of our most recent  evaluation,
     including any corrective  actions with regard to  significant  deficiencies
     and material weaknesses.

/s/ Charles A. Cardona                                Dated: February 19, 2003
---------------------------                                  -----------------
Charles A. Cardona
Chief Executive Officer and
Chief Financial Officer

                                       38