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 September 30, 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: November 13, 2002: 35,993,128

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 September 30, 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      24

   Item 3. Controls and Procedures                                        27

PART II - OTHER INFORMATION

   Item 1. Legal Proceedings                                              27

   Item 2. Changes in Securities                                          27

   Item 3. Defaults Upon Senior Securities                                28

   Item 4. Submission of Matters to a Vote of Security Holders            28

   Item 5. Other Information                                              28

   Item 6. Exhibits and Reports on Form 8-K                               28

SIGNATURES                                                                29

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

                              ADZONE RESEARCH, INC.
                          (a development stage company)
                                 BALANCE SHEETS
                           September 30, 2002 and 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                           September 30,        September 30,
                                                               2002                 2001
                                                            -----------          -----------
<S>                                                         <C>                  <C>
ASSETS
CURRENT ASSETS
  Cash on hand and in bank                                  $     1,760          $        --
  Accounts receivable - trade,
   net of allowance for doubtful accounts
   of approximately $-0- and $-0-, respectively                      --                  890
  Prepaid expenses and other                                     35,225               28,188
                                                            -----------          -----------
       TOTAL CURRENT ASSETS                                      36,985               29,078
                                                            -----------          -----------

PROPERTY AND EQUIPMENT - AT COST                                 60,752               60,252
  Accumulated depreciation                                      (40,725)             (23,678)
                                                            -----------          -----------
       NET PROPERTY AND EQUIPMENT                                20,027               36,574
                                                            -----------          -----------

OTHER ASSETS                                                        389                2,190
                                                            -----------          -----------

TOTAL ASSETS                                                $    57,401          $    67,842
                                                            ===========          ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Cash overdraft                                            $        --          $       529
  Notes payable                                                  65,958               50,000
  Accounts payable - trade                                      165,173              107,419
  Accrued interest payable                                        1,398                   --
  Advances from officers                                          2,724               20,573
  Accrued officer compensation                                  386,040              203,718
                                                            -----------          -----------

TOTAL LIABILITIES                                               621,293              382,239
                                                            -----------          -----------
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  35,993,128 and 25,519,439 shares
   issued and outstanding, respectively                          35,993               25,519
  Additional paid-in capital                                  1,942,843            1,401,601
  Deficit accumulated during the development stage           (2,542,728)          (1,741,517)
                                                            -----------          -----------

TOTAL SHAREHOLDERS' EQUITY                                     (563,892)            (314,397)
                                                            -----------          -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $    57,401          $    67,842
                                                            ===========          ===========
</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
           Six and Three months ended September 30, 2002 and 2001 and
  Period from February 28, 2000 (date of inception) through September 30, 2002

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                            Period from
                                                                                                          February 28, 2000
                                            Six months      Six months     Three months   Three months   (date of inception)
                                              ended           ended           ended           ended            through
                                           September 30,   September 30,   September 30,   September 30,    September 30,
                                               2002            2001            2002            2001             2002
                                           -----------     -----------     -----------     -----------      -----------
<S>                                        <C>             <C>             <C>             <C>              <C>
REVENUES                                   $        --     $     6,347     $        --     $     6,290      $    84,006
                                           -----------     -----------     -----------     -----------      -----------
PRODUCTION EXPENSES
  Salaries, wages and related costs             19,796             803          19,796              --          554,822
  Direct occupancy and operating expenses       26,966          30,455          20,664          13,718          245,469
  Depreciation                                   7,084           7,084           3,542           3,542           34,096
                                           -----------     -----------     -----------     -----------      -----------
     Total production expenses                  53,846          38,342          44,002          17,260          834,387
                                           -----------     -----------     -----------     -----------      -----------
GROSS PROFIT                                   (53,846)        (31,995)        (44,002)        (10,971)        (750,381)
                                           -----------     -----------     -----------     -----------      -----------
OPERATING EXPENSES
  Selling and marketing costs
    Salaries, wages and related costs               --              50              --              --          326,458
    Direct occupancy and operating
     expenses                                   23,857          42,814           7,592          16,454          361,314
  General and administrative costs
    Officers compensation                      117,108         155,718          39,321          78,285          506,040
    Consulting and professional fees           203,210           4,185         144,816           3,185          470,455
    Other general and administrative
     costs                                      18,097           3,206          11,261           5,266           54,274
  Compensation expense related to
   common stock issuances at
   less than "fair value"                       12,087              --          12,087              --           12,837
  Depreciation                                   1,309           1,570             655             785           10,655
                                           -----------     -----------     -----------     -----------      -----------
     Total operating expenses                  375,668         207,543         215,732         103,975        1,742,033
                                           -----------     -----------     -----------     -----------      -----------

LOSS FROM OPERATIONS                          (429,514)       (239,538)       (259,734)       (114,946)      (2,492,414)
OTHER INCOME (EXPENSE)                          (5,719)         (6,114)         (3,524)         (5,109)         (50,314)
                                           -----------     -----------     -----------     -----------      -----------

NET LOSS                                      (435,233)       (245,652)       (263,258)       (120,055)      (2,542,728)
OTHER COMPREHENSIVE LOSS                            --              --              --              --               --
                                           -----------     -----------     -----------     -----------      -----------

COMPREHENSIVE LOSS                         $  (435,233)    $  (245,652)    $  (263,258)    $  (120,055)     $(2,542,728)
                                           ===========     ===========     ===========     ===========      ===========
</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)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
           Six and Three months ended September 30, 2002 and 2001 and
  Period from February 28, 2000 (date of inception) through September 30, 2002

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                            Period from
                                                                                                          February 28, 2000
                                            Six months      Six months     Three months   Three months   (date of inception)
                                              ended           ended           ended           ended            through
                                           September 30,   September 30,   September 30,   September 30,    September 30,
                                               2002            2001            2002            2001             2002
                                           -----------     -----------     -----------     -----------      -----------
<S>                                        <C>             <C>             <C>             <C>              <C>
COMPREHENSIVE LOSS                         $ (435,233)     $ (245,652)     $ (263,258)     $ (120,055)      $(2,542,728)
                                           ==========      ==========      ==========      ==========       ===========
Netloss per weighted-average share of
 common stock outstanding, computed on
 Net Loss - basic and fully diluted        $    (0.01)     $    (0.01)     $    (0.01)     $    (0.01)      $     (0.10)
                                           ==========      ==========      ==========      ==========       ===========
Weighted-average number of shares of
 common stock outstanding - basic and
 fully diluted                             30,363,929      25,931,035      32,820,139      25,790,105        24,377,237
                                           ==========      ==========      ==========      ==========       ===========
</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.

                                       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 September 30, 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.

                                       6
<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 September 30, 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                                    1,200,000       1,200        108,780             --         --      109,980
  Consulting fees and services            4,880,998       4,881        165,755             --         --      170,636
  Payment of officer and
   staff salaries                         3,430,000       3,430         97,070             --         --      100,500

Net loss for the period                          --          --             --       (435,233)        --     (435,233)
                                        -----------    --------    -----------    -----------     ------    ---------

BALANCES AT SEPTEMBER 30, 2002           35,993,128    $ 35,993    $ 1,942,843    $(2,542,728)    $   --    $(563,892)
                                        ===========    ========    ===========    ===========     ======    =========
</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.

                                       7
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                Six months ended September 30, 2002 and 2001 and
  Period from February 28, 2000 (date of inception) through September 30, 2002

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         Period from
                                                                                       February 28, 2000
                                                     Six months        Six months     (date of inception)
                                                       ended             ended             through
                                                    September 30,     September 30,      September 30,
                                                        2002               2001              2002
                                                     -----------       -----------       -----------
<S>                                                  <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                            $  (435,233)      $  (245,652)      $(2,542,728)
  Adjustments to reconcile net loss to
   net cash provided by operating activities
     Depreciation and amortization                         8,393             8,654            44,751
     Loss on disposition of equipment                         --                --            15,816
     Compensation expense related to common
      stock issuances at less than "fair value"           12,087                --            12,837
     Common stock issued for
       Salaries, wages and bonuses                        10,500                --           106,200
       Professional fees                                 153,836                --           277,206
       Interest expense                                    3,750             3,750            13,125
       Lawsuit settlement                                     --                --            20,000
     (Increase) Decrease in
       Accounts receivable - trade                            --              (890)               --
       Deposits and other assets                           1,801            33,990              (390)
     Increase (Decrease) in
       Accounts payable and accrued liabilities           43,775             5,539           181,131
       Accrued officers compensation                     117,108           155,719           476,040
       Accrued interest payable                              320                --             1,398
                                                     -----------       -----------       -----------

NET CASH USED IN OPERATING ACTIVITIES                    (83,663)          (38,890)       (1,394,614)
                                                     -----------       -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash paid to purchase property and equipment              (500)               --           (86,493)
  Cash received on disposition of equipment                   --                --             5,900
                                                     -----------       -----------       -----------

NET CASH USED IN INVESTING ACTIVITIES                       (500)               --           (80,593)
                                                     -----------       -----------       -----------
</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.

                                       8
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                      STATEMENTS OF CASH FLOWS - CONTINUED
                Six months ended September 30, 2002 and 2001 and
  Period from February 28, 2000 (date of inception) through September 30, 2002

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                         Period from
                                                                                       February 28, 2000
                                                   Six months         Six months      (date of inception)
                                                     ended              ended              through
                                                  September 30,      September 30,       September 30,
                                                      2002                2001               2002
                                                   -----------        -----------        -----------
<S>                                                <C>                <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in cash overdraft                    --                 529                  --
  Net cash activity on officer advances               (11,970)              5,762               2,424
  Principal received from notes payable                    --                  --              71,600
  Sale of common stock                                 97,893              28,600           1,427,943
  Cash paid for costs and expenses
   related to raising capital                              --                  --             (25,000)
                                                  -----------         -----------         -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES              85,923              34,891           1,476,967
                                                  -----------         -----------         -----------

INCREASE (DECREASE) IN CASH                             1,760              (3,999)              1,760

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

CASH AT END OF PERIOD                             $     1,760         $        --         $     1,760
                                                  ===========         ===========         ===========
SUPPLEMENTAL DISCLOSURE OF INTEREST AND
INCOME TAXES PAID
  Interest paid for the period                    $     1,649         $     2,364         $        --
                                                  ===========         ===========         ===========
  Income taxes paid for the period                $        --         $        --         $        --
                                                  ===========         ===========         ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Common stock issued for prepaid
   consulting fees                                $    16,800         $        --         $    16,800
                                                  ===========         ===========         ===========
  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                           $    90,000         $        --         $    90,000
                                                  ===========         ===========         ===========
</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.

                                       9
<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 w 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 yend 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.

                                       10
<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.

                                       11
<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 iof 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.

                                       12
<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 September 30, 2002 and 2001, the deferred tax asset and deferred
   tax liability accounts, as recorded when material, are ethe 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 September 30, 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 September 30, 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.

                                       13
<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 September 30, 2002 and 2001

                                     September 30,  September 30,
                                         2002           2001      Estimated life
                                         ----           ----      --------------

Computer equipment                     $ 50,748       $ 50,248        3 years
Office furniture and other equipment     10,004         10,004        7 years
                                       --------       --------
                                         60,752         60,252
Less accumulated depreciation           (36,529)       (23,678)
                                       --------       --------

Net property and equipment             $ 24,223       $ 36,574
                                       ========       ========

Depreciation  expense for the six months ended  September  30, 2002 and 2001 and
the period from February 28, 2000 (date of inception) through September 30, 2002
was approximately $8,393, $8.654 and $44,751, respectively.

NOTE G - NOTES PAYABLE

Notes  payable  consists  of the  following  at  September  30,  2002 and  2001,
respectively:

                                                   September 30,   September 30,
                                                       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 September 30, 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
  September 30, 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
                                                       =======         =======

                                       14
<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  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 with the Company in June 2002 but has remained as a consultant to the
Company.

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE I - OFFICER COMPENSATION - CONTINUED

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.

As of September 30, 2002 and 2001, total  cumulative  amounts unpaid under these
agreements are as follows:

                                          September 30,      September 30,
                                              2002               2001
                                          -------------      -------------
Officer compensation                        $386,040           $203,718
                                            ========           ========

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
                                                               ==========

                (Remainder of this page left blank intentionally)

                                       16
<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 six  months  ended
September  30, 2002 and 2001 and for the period from  February 28, 2000 (date of
inception) through September 30, 2002, respectively, are as follows:

                                                                Period from
                                                             February 28, 2000
                         Six months         Six months      (date of inception)
                           ended              ended             through
                        September 30,      September 30,      September 30,
                            2002               2001               2002
                        -------------      -------------      -------------
Federal:
  Current                 $     --           $     --           $     --
  Deferred                      --                 --                 --
                          --------           --------           --------
                                --                 --                 --
                          --------           --------           --------
State:
  Current                       --                 --                 --
  Deferred                      --                 --                 --
                          --------           --------           --------
                                --                 --                 --
                          --------           --------           --------
Totals                    $     --           $     --           $     --
                          ========           ========           ========

As of September 30, 2002, the Company has a net operating loss  carryforward  of
approximately  $2,540,000 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 six  month  periods  ended
September  30, 2002 and 2001 and for the period from  February 28, 2000 (date of
inception) through September 30, 2002, respectively, differed from the statutory
federal rate of 34 percent as follows:

<TABLE>
<CAPTION>
                                                                                              Period from
                                                                                            February 28, 2000
                                                           Six months        Six months    (date of inception)
                                                             ended             ended            through
                                                          September 30,     September 30,     September 30,
                                                              2002             2001              2002
                                                          -------------     -------------     -------------
<S>                                                        <C>               <C>               <C>
Statutory rate applied to loss before income taxes         $(148,000)        $ (84,000)        $(865,000)
Increase (decrease) in income taxes resulting from:
  State income taxes                                              --                --                --
  Other, including reserve for deferred tax asset            148,000            84,000           865,000
                                                           ---------         ---------         ---------

      Income tax expense                                   $      --         $      --         $      --
                                                           =========         =========         =========
</TABLE>

                                       17
<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 September 30, 2002 and 2001:
                                             September 30,       September 30,
                                                 2002               2001
                                             -------------       -------------
Deferred tax assets
  Net operating loss carryforwards            $ 865,000           $ 592,000
  Less valuation allowance                     (865,000)           (592,000)
                                              ---------           ---------

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

During the six months  ended  September  30, 2002 and 2001,  the reserve for the
deferred  current tax asset  increased  by  approximately  $148,000 and $84,000,
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 ifor $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
eto 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.

                                       18
<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.

                                       19
<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,  Chief Executive  Officer
and  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 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 Cs 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.

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.  Through  September 30, 2002,  the Company has issued an
aggregate  3,665,000  shares  under the 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.

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

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.

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  September 30, 2002, or
any period  subsequent  thereto.  The  following  table  summarizes  all options
granted from January 29, 2001 to September 30, 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
September 30, 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.

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE L - STOCK OPTIONS - CONTINUED

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  wnot 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..

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 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  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.

In February  2002,  the Company  executed a one-year  contract 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 a Form
S-8 Registration  Statement.  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.

                                       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 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
RFirst  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 June 30, 2002,  the Company has paid First  American  Financial
Group approximately $5,000 in conjunction with this Agreement.


                (Remainder of this page left blank intentionally)

                                       23
<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 yend
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.

                                       24
<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  it's  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 and management  anticipates that
various  public and private  sector  contracts  should  materialize  in the last
quarter of Calendar 2002.

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
$53,800,  including  depreciation of  approximately  $7,100,  for the six months
ended September 30, 2002, as compared to approximately  $38,300 for the same six
month period of the prior fiscal year.

The Company incurred operating expenses of approximately $258,600,  exclusive of
officer's  compensation  for the six months ended September 30, 2002 as compared
to  approximately  $51,800 for the same  period of the prior  fiscal  year.  The
Company  experienced  shifts in  categorical  expenses  including  a decrease in
selling  and  marketing  expenses  by  approximately  $10,000,  an  increase  in
consulting and professional  fees of  approximately  $200,000 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 six months ended September 30, 2002, the Company  incurred a net loss of
approximately  $(435,000) as compared to a net loss of approximately  $(246,000)
for the six months  ended  September  30,  2001.  Based on the  weighted-average
number of shares of common stock issued and  outstanding  at September  30, 2002
and  2001,  respectively,   the  Company  incurred  a  net  loss  per  share  of
approximately $(0.01) and $(0.01).

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.

On February 9, 2001, the Company entered into an employment  agreement with John
Cardona to serve as the Company's  President and Chief  Operating  Officer.  The
agreement  covers the term from February 9, 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.  This
agreement also provides for quarterly  qualitative bonuses of $15,000 in cash; a
second year-end qualitative bonus of $25,000 and a profitability bonus (based on
the Company achieving profitable operations) of $100,000 cash and 250,000 shares

                                       25
<PAGE>
of  restricted,  unregistered  common stock.  Further,  John Cardona  received a
signing bonus of 250,000  shares of restricted,  unregistered  common stock upon
execution of this  agreement  and will  receive  100,000  shares of  restricted,
unregistered  common  stock at December  31, 2001 and 2002,  respectively.  John
Cardona  will also  receive a commission  on all  self-generated  sales equal to
10.0% of the gross billings.

In the event that the Company is unable to fund weekly scheduled payroll checks,
the  Company  is  obligated  tpay 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  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.

LIQUIDITY

The Company had approximately  $1,760 in available cash at September 30, 2002 as
compared to $-0- at March 31, 2002 and approximately $-0- at September 30, 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 $97,900 during the year-to-date pin Fiscal 2002
and approximately $890,000 during Fiscal 2001.

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.

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 key
consumers of the  Company's  product:  advertising  research  and  Federal/State
governments

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.

                                       26
<PAGE>
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.

PART I - ITEM 3 - CONTROLS AND PROCEDURES

The Company's  Chief  Executive  Officer and Chief  Financial  Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c)  under the  Securities  Exchange Act of 1934, as amended) as of a date
within 9days of the filing of this  quarterly  report (the  "Evaluation  Date"),
have  concluded  that,  as of the  Evaluation  Date,  the  Company's  disclosure
controls  and  procedures  were  effective  to  ensure  the  timely  collection,
evaluation  and  disclosure  of  information  relating to the Company that would
potentially be subject to disclosure under the Securities  Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.  There were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect the internal controls  subsequent to the Evaluation
Date.

                          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 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. The respective transactions are as follows:

May 15, 2002        B&G Holding Co.                75,000       $ 5,000
June 6, 2002        Eleanor Garrett and
                     Warren Hamburger             500,000        25,000
June 24, 2002       Kevin Messina                 375,000        15,000
July 17, 2002       Scott Bolkema                 700,000        34,980
                                                ---------       -------
                                                1,650,000       $79,980
                                                =========       =======

In August 2002,  the Company  issued an aggregate  75,000 shares of  restricted,
unregistered common stock to Keith Peters,  Elizabeth Neese and Jack Kratoville,
three (3) unrelated  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

                                       27
<PAGE>
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.

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.  Through  September 30, 2002,  the Company has issued an
aggregate  3,665,000  shares  under the 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 Dag Finn Sjoen and Keith  Peters,  two  unrelated
individuals,  for  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 Suzanne  Tryphonos and Reidar Sjoen, two unrelated
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.  These  transactions
were  valued  at  approximately  $5,800,  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.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

None

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         23.1  Consent of Independent Certified Public Accountant
         99.1  CEO/CFO Certification Pursuant to 18 USC, Section 1330, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K

         November 5, 2002     Announcing execution of a letter of intent with an
                              investment firm to raise up to $2 million in
                              investment funds.

                                       28
<PAGE>
                                   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: November 13, 2002                  /s/ Charles A. Cardona III
      -----------------                  ----------------------------------
                                         Charles A. Cardona III
                                         Chairman, Chief Executive Officer
                                         and Chief Financial Officer

                                       29