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

                                   FORM 10-QSB

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

      FOR THE QUARTERLY PERIOD ENDING SEPTEMBER 30, 2006

                                       OR

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

      FOR THE TRANSITION PERIOD FROM __________ TO ____________

                         COMMISSION FILE NUMBER 0-28717

                              ADZONE RESEARCH, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                      88-0420405
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                            4062-80 GRUMMAN BOULEVARD
                            CALVERTON, NEW YORK 11933
                                 (631) 369-1100

  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes |X|  No |_|.

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the last practicable date: 197,708,698 common shares, $.001
par value, as of November 10, 2006.

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

<PAGE>

                              ADZONE RESEARCH, INC.
          FORM 10-QSB FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 2006

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2006
              AND MARCH 31, 2006(AUDITED)                                      3
         UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR
         SIX AND THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005                4
         UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
         FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2006                           5
         UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE
         SIX MONTHS ENDED SEPTEMBER 30, 2006 AND 2005                        6-7
         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS                     8

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

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                    29
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
              PROCEEDS                                                        30
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                      31
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  32
ITEM 5.  OTHER INFORMATION                                                    33
ITEM 6.  EXHIBITS                                                             34


SIGNATURES                                                                    35


                                       2
<PAGE>

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

                              ADZONE RESEARCH, INC.
                            CONDENSED BALANCE SHEETS
                      SEPTEMBER 30, 2006 AND MARCH 31, 2006

                                                   September 30,     March 31,
                                                      2006              2006
                                                   (unaudited)       (audited)
                                                   ------------    ------------
ASSETS
Current assets:
   Cash                                            $    551,453    $  1,068,871

   Accounts  receivable                                     125           7,349
   Prepaid expenses and other current assets            310,556          24,671
                                                   ------------    ------------
Total current assets                                    862,134       1,100,891
                                                   ------------    ------------

Property and equipment, net                              26,272          38,533
Other assets                                                 --          10,246
Total assets                                       $    888,406    $  1,149,670
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Contingent stock settlement liability           $  1,095,500    $         --

   Accounts payable                                      79,585          88,542
   Accrued compensation                                 685,206         195,630
   Accrued expenses                                     127,637         270,987
   Accrued dividend payable                             135,000         135,000
   Deferred revenue                                      44,445         100,000
   Loan payable -convertible debentures                 743,168         788,602
   Current maturities of long-term debt                 166,783         166,783
   Due to stockholder                                   950,000       2,000,000
                                                   ------------    ------------
Total current liabilities                             4,027,224       3,745,544
                                                   ------------    ------------
Total liabilities                                     4,027,224       3,745,544
Commitments and contingencies                                --              --
Stockholders' deficit:
   Preferred stock                                       43,469          43,469
   Common stock                                         189,540         176,435
   Additional paid-in capital                        23,311,034      21,458,599
   Accumulated deficit                              (26,582,600)    (24,202,380)
   Deferred compensation                                (84,101)        (55,737)
   Other                                                (16,260)        (16,260)
                                                   ------------    ------------
Total stockholders' deficit                          (3,138,918)     (2,595,874)
                                                   ------------    ------------
Total liabilities and stockholders' deficit        $    888,406    $  1,149,670
                                                   ============    ============

                             See accompanying notes.


                                       3
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                  SIX MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                        September 30,    September 30,
                                                                            2006             2005
                                                                        (unaudited)       (unaudited)
                                                                                         (as restated)
                                                                        -------------    -------------
<S>                                                                     <C>              <C>
Net contract revenues                                                   $      58,338    $     139,703
                                                                        -------------    -------------
Operating costs and expenses:
   Consulting and professional services                                       749,716          733,938
   Salaries and related costs                                               1,266,720        1,067,478
   General and administrative                                                 642,298          415,984
   Depreciation and amortization                                               12,260            7,320
                                                                        -------------    -------------
                                                                            2,670,994        2,224,720
                                                                        -------------    -------------
Loss from operations                                                       (2,612,656)      (2,085,017)

Other income (expense)
         Interest (expense), net                                              (36,822)          (6,613)
         Interest expense-debenture amortization                             (148,066)        (168,167)
         Extinguishment gains (                                               495,000         (230,858)
         losses)
         Derivative loss                                                      (76,000)        (732,000)
                                                                        -------------    -------------
Total other income (expense)                                                  234,112       (1,137,638)
                                                                        -------------    -------------
Net loss                                                                $  (2,378,544)   $  (3,222,655)
                                                                        =============    =============

Reconciliation of net loss to loss applicable to common stockholders:
   Net loss                                                             $  (2,378,544)   $  (3,222,655)
   Preferred stock dividends                                                   (1,674)          (1,674)
                                                                        -------------    -------------
   Loss applicable to common stockholders                               $  (2,380,218)   $  (3,224,329)
                                                                        =============    =============
Loss per common share:
   Basic and diluted loss per common share                              $       (0.01)   $       (0.03)
                                                                        -------------    -------------
   Shares used in computing basic and diluted loss per
   common share                                                           186,670,020      102,941,956
                                                                        =============    =============
</TABLE>


                            See accompanying notes.


                                       4
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                September 30,     September 30,
                                                                    2006             2005
                                                                 (unaudited)      (unaudited)
                                                                                 (as restated)
                                                                -------------    -------------
<S>                                                             <C>              <C>
Net contract revenues                                           $      35,931    $      64,607
                                                                -------------    -------------

Operating costs and expenses:

   Consulting and professional services                               150,893          355,592
   Salaries and related costs                                         298,045          555,887
   General and administrative                                         182,640          157,499
   Depreciation and amortization                                        6,130            4,285
                                                                -------------    -------------
                                                                      637,708        1,073,263
                                                                -------------    -------------
Loss from operations                                                 (601,777)      (1,008,656)

Other income (expense)
         Interest (expense), net                                      (34,593)          (7,162)
         Interest  (expense)-debenture amortization                   (53,000)        (168,167)
         Extinguishment                                               245,000               --
         gains
         Derivative gain ( loss)                                      372,000         (490,000)
                                                                -------------    -------------
Total other income (expense)                                          529,407         (665,329)
                                                                -------------    -------------
Net  loss                                                       $     (72,370)   $  (1,673,985)
                                                                =============    =============

Reconciliation of net loss applicable to common stockholders:
   Net loss                                                     $     (72,370)   $  (1,673,985)
   Preferred stock dividends                                             (837)            (837)

    Loss applicable to common stockholders                      $     (73,207)   $  (1,674,722)
                                                                =============    =============
 Loss per common share:
   Basic and diluted loss per common share                      $        0.00    $       (0.02)
                                                                -------------    -------------
   Shares used in computing basic and diluted  loss per
   common share                                                   190,215,190      105,636,352
                                                                =============    =============
</TABLE>


                             See accompanying notes.


                                       5
<PAGE>

                              ADZONE RESEARCH, INC.
             UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

<TABLE>
<CAPTION>
                            Preferred Stock               Common Stock
                     ---------------------------    ---------------------------     Paid-in        Accumulated
                         Shares         Amount         Shares        Amount          Capital         Deficit         Other
                     ------------   ------------    -----------    ------------    ------------   ------------    ------------
<S>                         <C>    <C>             <C>            <C>             <C>            <C>             <C>      <C>
Balance, March
31, 2006                     3.12   $     43,469    176,434,965    $    176,435    $ 21,458,599   $(24,202,382)   $(16,260)260)
                     ------------   ------------    -----------    ------------    ------------   ------------    ------------
Exercise of
employee stock
options                        --             --      4,190,000           4,190         198,625             --              --
Issuance of
common stock
for:
Employee
compensation                   --             --      2,425,000           2,425         124,075             --              --
Professional
services                       --             --      11,247,394          11,247        728,979             --              --
Cancellation of
stock                          --             --     (6,825,000)         (6,825)          6,825             --              --
Conversion of
debentures                     --             --      2,067,839           2,068         142,681             --              --
Issuance of
options for
employee
compensation                   --             --             --              --         536,750             --              --
Issuance of
options to
directors
and consultants                --             --             --              --         108,500             --              --
Preferred stock
dividends paid                 --             --             --              --              --         (1,674)             --
Issuance of
warrants for
services                       --             --             --              --           6,000             --              --
Amortization of
deferred
compensation                   --             --             --              --              --             --              --

Net loss                       --             --             --              --              --     (2,378,544)             --
                     ------------   ------------    -----------    ------------    ------------   ------------    -------- ---

Balance
September. 30,2006           3.12   $     43,469    189,540,198    $    189,540    $ 23,311,034   $(26,582,600)   $    (16,260)
                     ============   ============    ===========    ============    ============   ============    ============

<CAPTION>

                        Deferred
                       Compensation       Total
                      ------------    ------------
<S>                  <C>             <C>
Balance, March
31, 2006              $    (55,737)   $ (2,595,872)
                      ------------    ------------
Exercise of
employee stock
options                         --         202,815
Issuance of
common stock
for:
Employee
compensation              (105,705)         20,795
Professional
services                        --          740,226
Cancellation of
stock                           --              --
Conversion of
debentures                      --         144,749
Issuance of
options for
employee
compensation                    --         536,750
Issuance of
options to
directors
and consultants                 --         108,500
Preferred stock
dividends paid                  --          (1,674)
Issuance of
warrants for
services                        --           6,000
Amortization of
deferred
compensation                77,341          77,341

Net loss                        --      (2,378,544)
                      ------------    ------------
Balance
September. 30,2006    $    (84,101)   $ (3,138,918)
                      ============    ============
</TABLE>


                            See accompanying notes.


                                       6
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                       September 30,   September 30,
                                                                           2006           2005
                                                                        (unaudited)     (unaudited)
                                                                        -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES                                                   (as restated)

<S>                                                                     <C>            <C>
Net loss                                                                $(2,378,544)   $(3,222,655)
Adjustments to reconcile net loss to net cash flows used in operating
   activities:
     Depreciation and amortization                                           12,260          7,320
     Derivative loss                                                         76,000        732,000
     Amortization of debt discount                                          151,815        168,167
     Extinguishment (gains)  losses                                        (495,000)       230,858
     Stock based compensation;
            Professional services/consultants and directors                 848,726        857,894
            Employee compensation                                           557,545        617,733
     Warrants and options issued to non-employees for services                6,000         79,914
       Amortization of deferred stock-based  compensation                    77,341        358,168
     Changes in operating assets and liabilities:
         Accounts receivable                                                  7,224          7,107
         Prepaid expenses and other current assets                          (89,884)         1,349
         Deferred revenue                                                   (55,555)      (132,329)
         Accounts payable and accrued expenses                              337,002        (26,196)
                                                                        -----------    -----------
Net cash flows used in operating activities                                (945,070)      (333,611)
                                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment                                                           --         (3,035)
Issuance of loan receivable                                                      --        (20,000)
                                                                        -----------    -----------
Net cash flows used in investing activities                                      --        (23,035)
                                                                        -----------    -----------

 CASH FLOW FROM FINANCING ACTIVITIES
Payment to stockholder                                                     (500,000)            --
Proceeds from sales of common stock and warrants                                 --        175,000
Proceeds from issuance of  long-term debt                                   716,000        265,000
Proceeds from the exercise of employee stock options                        202,813        129,638
Cash paid for preferred stock dividends                                      (1,674)        (1,674)

Decrease (increase) in restricted cash                                       10,513         (1,815)
                                                                        -----------    -----------
Net cash flows provided by financing activities                             427,652        566,149
                                                                        -----------    -----------
Net decrease in cash                                                       (517,418)      (215,738)
Cash at beginning of period                                               1,068,871        431,790
                                                                        -----------    -----------
Cash at end of period                                                   $   551,453    $   216,052
                                                                        ===========    ===========
</TABLE>


                            See accompanying notes.


                                       7
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                          September 30,    September 30,
                                                                              2006             2005
                                                                           (unaudited)      (unaudited)
                                                                          -------------   -------------
                                                                                            (restated)
<S>                                                                       <C>             <C>
SUPPLEMENTAL DISCLOSURES

Cash paid for interest                                                    $      17,328   $      10,768
                                                                          -------------   -------------
SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING AND FINANCING ACTIVITIES:

Marketable securities declared as a property dividend
                                                                                     --   $      12,273
                                                                          -------------   -------------

Property and equipment acquired through issuance of common stock          $          --   $      16,650
                                                                          -------------   -------------
Note payable satisfied through issuance of common stock                   $          --   $      50,000
                                                                          -------------   -------------
Warrants issued and beneficial conversion feature associated with
debentures                                                                $          --   $     254,857
                                                                          -------------   -------------

Conversion of debentures                                                  $     144,749   $     125,000
                                                                          -------------   -------------
</TABLE>

                            See accompanying notes.


                                       8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with Accounting Principles Generally Accepted in the United States of
America for interim financial information and pursuant to the Regulation S-B of
the Rules and Regulations of the Securities and Exchange Commission. Certain
financial information and footnote disclosure normally included in annual
financial statements prepared in accordance with Accounting Principles Generally
Accepted in the United States of America have been condensed or omitted.
Accordingly, the accompanying financial statements should be read in conjunction
with ADZONE's annual financial statements and notes thereto included in its Form
10-KSB for the year ended March 31, 2006.

In the opinion of management, the financial statements reflect all adjustments
(consisting of only normal and recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows for those
periods presented. Operating results for the six months ended September 30, 2006
are not necessarily indicative of the results that may be expected for the year
ended March 31, 2007.

The Company's revenues during the six-month period ended September 30, 2006 and
2005 were concentrated with one commercial licensure contract.

Certain accounting policies:

Revenue recognition:

The Company derived $58,338 of revenues during the six-month period ended
September 30, 2006 and $139,703 of revenues during the six-month period ended
September 30, 2005, under licensing arrangements for commercial applications of
the Company's technologies. Revenue is recognized ratably over the term of the
agreement.


                                       9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

1.       BASIS OF PRESENTATION (CONTINUED)

Stock issued for services:

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

Derivative financial instruments:

The Company accounts for derivative financial instruments indexed to and
potentially settled in, its own stock in accordance with Emerging Issues Task
Force Consensus No. 00-19, which provides that if the number of shares
deliverable in a transaction are indeterminable, the fair value of said shares
shall be presented as a liability in the balance sheet. The liability is to be
measured at, and adjusted to, fair value until such time as the obligation is
settled. The shares to be issued in connection with the shortfall discussed in
Note 3 to the financial statements are such derivative transactions due to the
Company's obligation to deliver registered shares, which cannot be assumed
pursuant to Consensus No. 00-19. As such, the Company's obligation has been
presented in the accompanying balance sheet as a liability. The change in the
fair value of this liability at each financial reporting date is and will
continue to be charged (credited) to operations until settled.


2.  LIQUIDITY AND MANAGEMENT'S PLANS

The preparation of financial statements in accordance with Generally Accepted
Accounting Principles contemplates that the Company will continue as a going
concern. As noted in the accompanying condensed financial statements, the
Company incurred a net loss of $2,294,657 and used cash of $945,070 in
conducting its operations during the six months ended September 30, 2006. In
addition, the Company has a working capital deficiency of $3,081,303 as of
September 30, 2006. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

While operating cash flows for the remaining period in fiscal year ending March
31, 2007 are not projected to be sufficient to sustain the Company's operations,
management currently believes that existing cash reserves of $551,453 will be
sufficient to fund operating costs for a period of approximately twelve to
eighteen months. Management considered the following specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant level of cash used
            in operations during the six months ended September 30, 2006 of
            $945,070 is indicative of cash flow usage during the next four
            fiscal quarters.

      b.    Certain vendors continue to accept the Company's equity securities
            for compensation for their services, which has helped and will
            continue to help preserve cash, provided that, we have to obtain the
            requisite vote of our shareholders to increase our total authorized
            shares of common stock. While such non-cash expense is not currently
            expected to be as high in the near term future quarters as during
            the current six months, based upon ongoing discussions with the
            vendors, management believes that they will continue to accept such
            securities in the foreseeable future.


                                       10
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

2.       LIQUIDITY AND MANAGEMENT'S PLANS (CONTINUED)

      c.    Management does not currently project expending significant levels
            of cash to acquire equipment to support revenue growth during the
            next four fiscal quarters. Equipment necessary for the Company's
            contracts prt 6 12 incipally relates to computer equipment, which is
            projected to be sufficient for the foreseeable future. However, the
            nature of contracts awarded in the future, if t 6 12 any, may result
            in additional modifications and expenditures at the request of
            customers.

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

During the remainder of fiscal year ending March 31, 2007, management plans to
continue to promote the U.S. Department of Defense and Commercial uses of its
technologies. However, there can be no assurances that the Company can execute
additional revenue producing contracts under acceptable terms and conditions.

The Company has introduced a new product called Online Predator Profiling System
(OPPS) developed with the help of a number of law enforcement departments for
identifying and tracking online predators as well as finding missing children,
and has started taking orders for same.

The Company's ability to continue as a going concern is dependent upon the
preservation of existing cash reserves, and, ultimately, the achievement of
profitable operations. The financial statements do not include any adjustments
that may arise as a result of this uncertainty.


                                       11
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

3.  STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the six month period ended September 30, 2006, the Company issued
19,930,233 shares of common stock, as follows: 2,067,839 shares for the
conversion of convertible debentures; 11,247,394 shares for consulting and
non-employee related services; 2,425,000 shares for employee related services,
and 4,190,000 shares for the exercise of employee stock options. The Company
recorded stock-based compensation during the six months ended September 30,
2006, in all instances, based upon the closing market price on the date the
stock was issued for purposes of fair value. This resulted in charges to
operations of $848,726 for consulting and non-employee related services and
$557,545 for employee related services. These charges are included in Consulting
and Professional Services and Salaries and Related Costs in the accompanying
unaudited condensed statements of operations.

The Company placed 6,900,000 shares of its common stock in escrow with its
transfer agent in anticipation of future exercises of stock options issued under
the Company's stock option plans.

RETURN OF COMMON STOCK

On September 8, 2006, two officers and one director of the Company returned
6,825,000 shares of common stock to the Company to reduce the shortfall.

SHORTFALL IN COMMON STOCK

As of September 30, 2006, there was a potential shortfall of 7,640,674 shares of
common stock to be issued to cover the 50,953,500 options outstanding and the
7,446,976 warrants outstanding, less the 40,300,000 shares to be returned by 6
option holders who in July, 2006 have agreed to relinquish these stock options
if the authorized number of shares is not increased to at least 300,000,000
authorized shares. These shares were valued using the Black-Scholes method on
September 30, 2006. As such, the Company's obligation approximating $76,000 has
been presented in the accompanying balance sheet as a liability.

ISSUANCES OF STOCK OPTIONS

On May 1, 2006, the Company granted stock options to acquire an aggregate
3,700,000 shares of common stock to its employees, as well as an aggregate of
600,000 shares of common stock to the Company's Directors. These options are
exercisable at the exercise price of $0.11 per share valid for 3 years for
employees and 6 years for officers and directors.

In addition, on May 1, 2006, Company granted stock options to acquire an
aggregate 4,075,000

                                       12
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

shares of common stock to its employees and 900,000 shares to consultants. These
options are exercisable for 6 months and have a price of $0.02 discount to the
stock price at the time of exercise

The Company accounts for stock options to employees, non-employees and directors
using the fair-value method. This resulted in compensation expense of $536,750
related to the employee stock options for the six months ended September 30,
2006. The fair value of the Director and Consultant stock options, applying the
Black-Scholes methodology, amounted to $108,500. The Company uses the
Black-Scholes method to determine the value of stock options.

DEFERRED COMPENSATION

Deferred compensation, related to equity issuances, is charged to operations
over the periods of contractual performance for consultants and service
providers and over vesting periods for employees. Deferred compensation related
to future periods as of April 1, 2006 amounted to $55,737. Amortization of all
sources of deferred compensation during the six month period amounted to
$77,341. Deferred compensation related to future periods as of September 30,
2006 amounted to $84,101.

4. NUTMEG SUBSCRIPTION AGREEMENT

On May 24, 2004, AdZone entered into a Subscription Agreement with the Nutmeg
Group, LLC for a private placement up to $1,750,000. On July 23, 2004 the
agreement was amended to increase the private placement up to $1,850,000. The
agreement provided four traunches: The first traunch of $400,000 on May 20,
2004; the second traunch of $600,000 on July 2, 2004; the third traunch of
$100,000 on September 17, 2004 and the fourth traunch option for $750,000 within
5 days of effective registration.

The first two traunches were executed as agreed. On October 5, 2005 the
agreement for the third traunche was renegotiated to increase the shares
provided to the Nutmeg Group. The fourth traunch was never exercised.

In February 2006, the entire agreement was renegotiated. The new agreement
requires payment of $1,400,000 in cash, the issuance of 11,000,000 shares of
common stock and 11,000,000 warrants to purchase common stock at $0.10. In
addition, the Company is required to issue an additional 5,000,000 shares of
common stock and 5,000,000 warrants. The additional shares and warrants could be
reduced to 4,000,000 depending on the stock price as defined.


                                       13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006


         The new agreement cancels debentures in the amount of $100,000 and
         warrants; a liability that was to be settled with the Company's stock
         valued at $2,148,000 and penalty accruals amounting to $154,000. As a
         result, the Company has recognized an extinguishment loss in the amount
         of $2,494,281 at March 31, 2006.

Amounts due under the new agreement are $2,000,000, which consists of $900,000
in cash and $1,100,000 in stock and warrants valued at the market price at March
31, 2006. The amount of $500,000 was paid in May 2006 and the balance of
$400,000 was due June 12, 2006. The Company is currently renegotiating the last
payment. As of September 30, 2006, the value of the stock and warrants was
reduced to $550,000 to reflect the market price at September 30, 2006.


                                       14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

5. PRO FORMA STOCK COMPENSATION INFORMATION

The following table reflects supplemental financial information related to
stock-based employee compensation for the six months ended September 30, 2006
and 2005.

The pro forma information for the six months ended September 30, 2005 reflects
the difference between the intrinsic value method which was used by the Company
for that period and the fair value method. The information for the six months
ended September 30, 2006 reflects only the fair value method. The fair value
method was adopted by the Company as of January 1, 2006, as required by SFAS
123R.

<TABLE>
<CAPTION>
                                                                             September 30,   September 30,
                                                                                2006             2005
                                                                             ------------    ------------
                                                                                             (as restated)
<S>                                                                          <C>             <C>
Loss applicable to common shareholders, as reported                          $ (2,380,218)   $ (3,222,655)
Stock-based employee compensation, as reported                                    557,545         617,733
Stock-based employee compensation under the fair value method                    (557,545)     (2,290,967)
                                                                             ------------    ------------
Pro forma loss applicable to common shareholders under fair value method
                                                                             $ (2,380,218)   $ (4,895,889)
                                                                             ============    ============
Loss applicable to common shareholders per share, as reported                $      (0.01)   $      (0.03)
                                                                             ============    ============
Pro forma loss  applicable  to common  stockholders  per share  under fair
value method                                                                 $      (0.01)   $      (0.04)
                                                                             ============    ============
</TABLE>


The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which do not have vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options. The Company used the
following assumptions in valuing its stock options;

            Risk free interest rate          4.5%
            Expected volatility              154%


                                       15
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006

6.  LOANS PAYABLE-CONVERTIBLE DEBENTURES

<TABLE>
<CAPTION>
<S>                                                                              <C>
Long term debt at March 31, 2006                                                 $ 738,602
Converted                                                                         (143,500)
Amortization of discount                                                           148,066
                                                                                 ---------
                                                                                   743,168
Less; current maturities                                                           743,168
                                                                                 ---------
Long term debt at September 30, 2006                                             $       0
                                                                                 ---------
</TABLE>


During the six months ended September 30, 2006, the Company issued $212,000 of
convertible promissory notes for cash. The notes bear interest at 8% and are due
in one year from date of issue. The notes are convertible into shares of the
Company's common stock at 50% of the market value on the date of conversion.

The fair value of the beneficial conversion of the above notes is greater than
the fair value of the debt resulting in a debt discount of $148,066.

On September 22, 2006, the Company issued a convertible promissory note in the
amount of $700,000. The note required prepayment of interest at 14%. As a result
of this issuance, the Company received cash proceeds of $504,000. The note is
due on September 22, 2008. The note is convertible into shares of the Company's
common stock at the lesser of (a) one half (1/2) of the trading value (closing
bid price) of the common stock at the time of conversion or (b) $0.06 (six
cents)

On September 28, 2006, the Company issued a convertible promissory note in the
amount of $107,500 in consideration and conversion of a $105,000 investment from
2005. The note bears interest at 10% and is due September 30, 2007. The note is
convertible into shares of the Company's common stock at the lesser of (a) one
half (1/2 of the trading value (closing bid price) of the common stock at the
time of conversion or (b) $0.02 (two cents).

The fair value of the beneficial conversion of the above notes is greater than
the fair value of the debt resulting in a debt discount of $935,613 which would
have been charged to Interest Expense-Debenture Amortization. However, since we
do not have sufficient authorized shares to cover the conversion, Contingent
Stock Settlement Liability has been credited as against additional paid in
capital.

7.  COMMITMENTS AND CONTINGENCIES

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

                                       16
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED SEPTEMBER 30, 2006



related expenses have been made in the accompanying financial statements.

8.       SUBSEQUENT EVENTS

On October 2, 2006, the Company agreed to amend a common stock purchase warrant
issued to the holder as part of her investment to purchase approximately 1.5
million shares of common stock at a per share purchase price of $0.07. The
warrant was amended to increase the total shares underlying the warrant to 4.3
million shares, exercisable into common stock at $0.025 (two and one half) cents
per share and shall expire on May 31, 2011. The balance of the warrant agreement
remains in full effect.

On November 1, 2006, the Company issued stock options to acquire an aggregate of
4,075,000 shares of common stock to its employees as compensation for services
performed on the Company's behalf and stock options to purchase 900,000 shares
previously issued by the Company to consultants for services performed expired.

On November 2, 2006, a director returned 600,000 shares of common stock to the
Company to reduce the shortfall.


                                       17
<PAGE>

PART 1. CONDENSED FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

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

OVERVIEW

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

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

                                       18
<PAGE>

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

RESULTS OF OPERATIONS

Six Months Ended September 30, 2006 and September 30, 2005

Revenues: Revenues for the six months ended September 30, 2006 amounted to
$58,338 compared to $139,703 for the six months ended September 30, 2005. This
decrease in revenue in the amount of $81,365 is primarily attributable to the
termination of a prior licensing agreement which we entered into with The
Justice Fund and the consummation of a new licensing agreement dated as of
October 3, 2005 which we entered into with All-In Movie LLC for the licensing of
the Company's technologies. The current period revenues were derived from this
license agreement related to the commercial application of the Company's
technologies.

Cost of contract revenue: Costs of contract revenue are immaterial. This trend
reflects the near fully automated process of the Company's Net Get (C)
Decryption Process. NetGet (C) was deployed for Department of Defense Contracts.
This technology was developed to be a fully automated, Internet-based technology
that monitors customer-provided web-pages, or URLs, for terrorist or criminal
activities. The Department of Defense provided the Company with the URLs for
this contract which are monitored and reported to the customer. Therefore,
direct costs associated with this contract are minimal. Future contracts, if
any, will be contracted to the customers' specific requirements and may require
production, development, other services or enhanced scope. As a result, any
future contracts may require additional direct resources and cost, which will be
recorded as the revenues are earned.

Consulting and professional services: Consulting and professional services for
the six months ended September 30, 2006 amounted to $749,716 compared to a
$733,938 for the six months ended September 30, 2005. The increase in the amount
of $25,578 was primarily attributable to the engagement of firms to raise
capital, assisting in contract negotiation and assisting in seeking strategic
merger/acquisition candidates. During the six months ended September 30, 2006,
these expenses were largely paid with equity securities that were valued at the
closing market price on the date issued or, in the case of warrants, using the
Black Scholes Valuation Model (see Note 5 to the accompanying Condensed
Financial Statements). There can be no assurances that equity will be acceptable
to the Company's consultants on an extended basis.

Salaries and related costs: Salaries and related costs for the six months ended
September 30, 2006 amounted to $1,266,720 compared to $1,067,478 for the six
months ended September 30, 2005. The increase in the amount of $199,242 relates
to a higher head count compared to the same period last year and the issuance of
stock grants and options to employees. In addition, as a result of the adoption
of SFAS No. 123R, the Company is required to recognize greater compensation
expense for the options issued to employees beginning in January, 2006.

General and administrative expenses: General and administrative expenses
amounted to $642,298 for the six months ended September 30, 2006, compared to
$415,984 for the six months ended September 30, 2005. The increase is largely
attributable to the issuance of stock grants and options to Directors, and
increased travel expenses necessary to access customers.

                                       19
<PAGE>

Depreciation and amortization: Depreciation and amortization amounted to $12,260
for the six months ended September 30, 2006, compared to $7,320 for the six
months ended September 30, 2005. The increase in the amount of $4,940 was
attributable to higher levels of fixed assets in the current period. While the
Company has no commitments to acquire property and equipment, significant levels
of future revenue producing contracts, if any, will require comparable
significant investments in fixed assets.

Other income (expense): Other income (expense) amounted to $234,112 for the six
months ended September 30, 2006, compared to ($1,137,638) for the six months
ended September 30, 2005. The components of other income (expense) are as
follows for the six months ended September 30, 2006 and 2005.

<TABLE>
<CAPTION>
                                                        2006             2005
                                                   -------------    -------------
<S>                                                <C>              <C>
Other income (expense)
         Interest income (expense), net            $     (36,822)   $      (6,613)
         Interest expense-debenture amortization        (148,066)        (168,167)
         Extinguishment gains (losses) (a)               495,000         (230,858)
         Derivative loss (b)                             (76,000)        (732,000)
                                                   -------------    -------------
                                                   $     234,112    $  (1,137,638)
                                                   =============    =============
</TABLE>

      (a)   Extinguishment gains at September 30, 2006 represent amounts due
            under the new Nutmeg Agreement which consisted of stock and warrants
            valued at $1,100,000 at March 31, 2006, was reduced at September 30,
            2006 to $550,000 to reflect the market price at September 30, 2006.
            (See the Nutmeg Subscription Agreement in the Notes to the
            accompanying Unaudited Condensed Financial Statements). The Company
            issued a convertible promissory note in consideration and conversion
            of a $105,000 investment from 2005 resulting in an extinguishment
            loss of $55,000.

      (b)   Derivative loss:

     The Company accounts for derivative financial instruments indexed to and
     potentially settled in, its own stock in accordance with Emerging Issues
     Task Force Consensus No. 00-19, which provides that if the number of shares
     deliverable in a transaction are indeterminable, the fair value of said
     shares shall be presented as a liability in the balance sheet. The
     liability is to be measured at, and adjusted to, fair value until such time
     as the obligation is settled. The shares to be issued in connection with
     the Shortfall discussed in Note 3 to the financial statements are such
     derivative transactions due to the Company's obligation to deliver
     registered shares, which cannot be assumed pursuant to Consensus No. 00-19.
     As such, the Company's obligation has been presented in the accompanying
     balance sheet as a liability. The change in the fair value of this
     liability at each financial reporting date is and will continue to be
     charged (credited) to operations until settled.

                                       20
<PAGE>

Preferred stock dividends: Preferred stock dividends relate to cumulative
dividend features associated with the Company's Series A and Series B Preferred
Stock. Preferred stock dividends were $1,674 during the six month period ended
September 30, 2006 and $1,674 during the six month period ended September 30,
2005. For purposes of computing loss attributable to common stockholders, net
loss is reduced by preferred stock dividends.

LIQUIDITY AND CAPITAL RESOURCES

GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLANS

The preparation of financial statements in accordance with Generally Accepted
Accounting Principles contemplates that the Company will continue as a going
concern. As noted in the accompanying condensed financial statements, the
Company incurred a net loss of $2,294,657 and used cash of $945,070 in
conducting its operations during the six months ended September 30, 2006. In
addition, the Company has a working capital deficiency of $3,081,303 as of that
date. These recurring conditions raise substantial doubt about the Company's
ability to continue as a going concern.

While operating cash flows for the remaining periods in fiscal year ended March
31, 2007 are not projected to be sufficient to sustain the Company's operations,
management currently believes that existing cash reserves of $551,453 will be
sufficient to fund operating deficits for a period of approximately twelve to
eighteen months. Management considered the following specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant level of cash used
            in operations during the six months ended September 30, 2006
            $945,070 is indicative of cash flow usage during the next four
            fiscal quarters.

      b.    Certain vendors continue to accept the Company's equity securities
            for compensation for their services, which has helped and will
            continue to help preserve cash,provided that, we have to obtain the
            requisite vote of our shareholders to increase our total authorized
            shares of common stock. While such non-cash expense is not currently
            expected to be as high in the near term future quarters as during
            the current six months, based upon ongoing discussions with the
            vendors, management believes that they will continue to accept such
            securities in the foreseeable future.

      c.    Management does not currently project expending significant levels
            of cash to acquire equipment to support revenue growth during the
            next four fiscal quarters. Equipment necessary for the Company's
            contracts principally relates to computer equipment, which is
            projected to be sufficient for the foreseeable future. However, the
            nature of contracts awarded in the future, if any, may result in
            additional modifications and expenditures at the request of
            customers.

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

                                       21
<PAGE>

During the remainder of fiscal year ended March 31, 2007, management plans to
continue to promote the U.S. Department of Defense and commercial uses of its
technologies. However, there can be no assurances that the Company can execute
revenue-producing contracts under acceptable terms and conditions.

The Company has introduced a new product called Online Predator Profiling System
(OPPS) developed with the help of a number of law enforcement departments for
identifying and tracking online predators as well as finding missing children,
and has started taking orders for same.

On October 3, 2005, Adzone entered into an Internet Monitoring Agreement with
the Justice Fund. Under the agreement, Adzone will monitor the Internet using
its Inter-cept Internet monitoring technology for pirated copies of the movie
"All In" and 2 planned sequels. The agreement value to Adzone is $100,000 and
was paid in October, 2005. The resulting revenue from this agreement was
deferred and is being recognized over the term of the agreement. At September
30, 2006, $55,555 is associated with this agreement and is included in revenue.

The Company's ability to continue as a going concern is dependent upon the
preservation of existing cash reserves, and, ultimately, the achievement of
profitable operations. The financial statements do not include any adjustments
that might arise as a result of this uncertainty.

LIQUIDITY

September 30, 2006 compared to March 31, 2006

The Company has working capital deficit of $3,081,303 as of September 30, 2006
compared to $2,595,874 as of March 31, 2006. Net working capital of $427,652 was
generated from financing activities during the six months ended September 30,
2006, consisting primarily of the exercise of stock options by employees and
borrowings under convertible debentures. The working capital generated from
these financing activities was diminished by $945,070 from operating activities.
Operating activities during the six months ended September 30, 2006 reflected
significant continuing operating losses.

OFF BALANCE SHEET ARRANGEMENTS

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


                                       22
<PAGE>

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report ("the Evaluation Date"), our
management, including our chief executive officer and principal accounting
officer, conducted an evaluation ("Evaluation") of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934. In
the course of the Evaluation, we identified significant material weaknesses in
our internal disclosure controls and procedures.

Our auditors advised AdZone that this internal control deficiency constitutes a
material weakness as defined in Statement of Auditing Standards No. 60. Certain
of these internal control weaknesses may also constitute material weaknesses in
our disclosure controls. Our chief executive officer and principal accounting
officer concluded that as of the Evaluation Date our disclosure controls and
procedures were not effective. Our chief executive officer and principal
accounting officer concluded that we do not maintain disclosure controls and
procedures that are effective in providing reasonable assurance that information
required to be disclosed in our reports under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive officer and
principal accounting officer, to allow timely decisions regarding required
disclosure.

The Company does not possess the financial resources to address other than the
most rudimentary of accounting and reporting requirements, and therefore relies
heavily on outside advisors. The Company's inability to independently prepare
its financial reports to the standards of Generally Accepted Accounting
Principles and the Rules and Regulations of the Securities and Exchange
Commission rises to the level of a material weakness in internal control.

We currently believe we will need to take additional steps to remediate the
above-referenced material weaknesses, and we will continue to evaluate the
effectiveness of our design and operation of our disclosure controls and
procedures on an ongoing basis, and will take further action as appropriate.

It has come to the attention of the Company through an independent due diligence
process that there was an error in the calculation of the stock settlement
liability reported as of March 31, 2005. As a result, the stock settlement
liability and related derivative loss as originally reported in the March 31,
2005 statement of operations, was understated by $462,512. Net loss and
accumulated deficit were also understated by this amount.

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

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


                                       23
<PAGE>

PART II.  OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

ADZONE is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.

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

PART II.  OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six month period ended September 30, 2006, the Company issued an
aggregate of 4,331,039 shares of common stock, as follows: (i) 2,067,839 shares
for the conversion of convertible debentures at a conversion price equal to
$.07; and (ii) 2,263,200 shares for consulting and non-employee related services
performed on behalf of the Company valued at $.11 to $.12 per share.

During the six month period ended September 30, 2006, the Company issued 75,000
warrants to consultants as compensation for services performed. The warrants are
exercisable into common stock at $.09 to$.14 per share.

During the six months ended September 30, 2006, the Company issued $212,000 of
convertible promissory notes for cash. The notes bear interest at 8% and are due
in one year from date of issue. The notes are convertible into shares of the
Company's common stock at 50% of the market value on the date of conversion.

On September 22, 2006, the Company issued a convertible promissory note in the
amount of $700,000. The note required prepayment of interest at 14% of the
principal amount, and as a result, the Company received cash proceeds of
$504,000. The note is due on September 22, 2008. The note is convertible into
shares of the Company's common stock at the lesser of (a) one half of the
closing bid price of the common stock at the time of conversion or (b) $0.06.

On September 28, 2006, the Company issued a convertible promissory note in the
amount of $107,500 in consideration for conversion of a $105,000 investment from
2005. The note bears interest at 10% and is due September 30, 2007. The note is
convertible into shares of the Company's common stock at the lesser of (a) one
half of the closing bid price of the common stock at the time of conversion or
(b) $0.02.

The issuance of the aforementioned securities was exempt from registration
requirements of the Securities Act of 1933 pursuant to Section 4(2) of such
Securities Act and Regulation D promulgated thereunder based upon the
representations of each of the purchasers that it was an "accredited investor"
(as defined under Rule 501 of Regulation D) and that it was purchasing such
securities without a present view toward a distribution of the securities. In
addition, there was no general advertisement conducted in connection with the
sale of the securities.

                                       24
<PAGE>

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

NONE.


                                       25
<PAGE>

PART II.  OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ADZONE has not conducted any meetings of shareholders during the current quarter
or periods subsequent thereto.


                                       26
<PAGE>

PART II.  OTHER INFORMATION
ITEM 5. OTHER INFORMATION

On September 22, 2006, the Company issued a convertible promissory note in the
amount of $700,000. The note required prepayment of interest at 14% of the
principal amount, and as a result, the Company received cash proceeds of
$504,000. The note is due on September 22, 2008. The note is convertible into
shares of the Company's common stock at the lesser of (a) one half of the
closing bid price of the common stock at the time of conversion or (b) $0.06.

On September 28, 2006, the Company issued a convertible promissory note in the
amount of $107,500 in consideration for conversion of a $105,000 investment from
2005. The note bears interest at 10% and is due September 30, 2007. The note is
convertible into shares of the Company's common stock at the lesser of (a) one
half of the closing bid price of the common stock at the time of conversion or
(b) $0.02.

The issuance of the aforementioned securities was exempt from registration
requirements of the Securities Act of 1933 pursuant to Section 4(2) of such
Securities Act and Regulation D promulgated thereunder based upon the
representations of each of the purchasers that it was an "accredited investor"
(as defined under Rule 501 of Regulation D) and that it was purchasing such
securities without a present view toward a distribution of the securities. In
addition, there was no general advertisement conducted in connection with the
sale of the securities.


                                       27
<PAGE>

PART II.  OTHER INFORMATION
ITEM 6. EXHIBITS

(a)      Exhibits

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


                                       28
<PAGE>

                                   SIGNATURES

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

ADZONE RESEARCH, INC.


/s/ Charles Cardona          Chief Executive Officer          November 17, 2006
---------------------        (Principal Executive Officer)
Charles Cardona              and Principal Accounting
Officer


                                       29
<PAGE>

ADZONE RESEARCH, INC.
EXHIBIT INDEX


Exhibit
-------
31.1        Certification by Chief Executive Officer and Principal Accounting
            Officer pursuant to Sarbanes Oxley Section 302 (filed herewith).

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


                                       30