UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

--------------------------------------------------------------------------------


(Mark one)
   XX      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-------    ACT OF 1934


                For the quarterly period ended December 31, 2001

           TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE 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)

                     211 Roanoke Avenue, Riverhead, NY 11901
                    (Address of principal executive offices)

                                 (480) 444-2014
                           (Issuer's telephone number)

       Executive Help Services, Inc. 8930 East Raintree Drive, Suite 100,
                           Scottsdale, Arizona 85260
 -------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


--------------------------------------------------------------------------------


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES X  NO
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity  as  of  the  latest  practicable  date:  February  8,  2002:  26,463,883
                                                 -------------------------------

Transitional Small Business Disclosure Format (check one):    YES    NO X
                                                                 ---   ---

<PAGE>

                              AdZone Research, Inc.
                          (a development stage company)

               Form 10-QSB for the Quarter ended December 31, 2001

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

   Item 1  Financial Statements                                               3

   Item 2  Management's Discussion and Analysis or Plan of Operation         17


Part II - Other Information

   Item 1  Legal Proceedings                                                 18

   Item 2  Changes in Securities                                             19

   Item 3  Defaults Upon Senior Securities                                   19

   Item 4  Submission of Matters to a Vote of Security Holders               19

   Item 5  Other Information                                                 19

   Item 6  Exhibits and Reports on Form 8-K                                  19


Signatures                                                                   19



                                                                               2

<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements

                              AdZone Research, Inc.
                          (a development stage company)
                                 Balance Sheets
                           December 31, 2001 and 2000

                                   (Unaudited)
                            December 31,December 31,
                                                                           2001           2000
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                            $       831    $    57,065
   Accounts receivable - trade, net of
     allowance for doubtful accounts of $-0-, respectively                     890           --
   Prepaid expenses                                                         23,750         73,175
                                                                       -----------    -----------
     Total current assets                                                   25,471        130,240
                                                                       -----------    -----------

Property and Equipment - at cost                                            60,252         85,994
   Accumulated depreciation                                                (28,005)       (14,286)
                                                                       -----------    -----------
     Net property and equipment                                             32,247         71,708
                                                                       -----------    -----------

Other Assets
   Security deposits and other                                               2,190          2,190
                                                                       -----------    -----------

Total Assets                                                           $    59,908    $   204,138
                                                                       ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
   Cash overdraft                                                      $      --      $      --
   Note payable                                                             50,000           --
   Accounts payable - trade                                                124,138         68,209
   Advances from officers                                                    7,511           --
   Accrued officer compensation                                            282,002           --
                                                                       -----------    -----------
     Total current liabilities                                             463,651         68,209
                                                                       -----------    -----------

Long-term Liabilities
   Note payable - long-term portion                                           --             --
                                                                       -----------    -----------
     Total Liabilities                                                     463,651         68,209
                                                                       -----------    -----------

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
     26,734,549 and 24,114,000 shares issued and outstanding                26,735         24,114
   Additional paid-in capital                                            1,456,685      1,241,036
   Deficit accumulated during the development stage                     (1,887,163)    (1,220,500)
                                                                       -----------    -----------
                                                                          (403,743)        44,650
   Stock subscription receivable                                              --          (40,000)
                                                                       -----------    -----------
     Total Shareholders' Equity                                           (403,743)         4,650
                                                                       -----------    -----------

Total Liabilities and Shareholders' Equity                             $    59,908    $   204,138
                                                                       ===========    ===========
</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>
<TABLE>
<CAPTION>



                              AdZone Research, Inc.
                          (a development stage company)
                   Statements of Operations and Comprehensive
        Income Nine and Three months ended December 31, 2001 and 2000 and
   Period from February 28, 2000 (date of inception) through December 31, 2001

                                   (Unaudited)
                                                                                                           Period from
                                                                                                        February 28, 2000
                               Nine months        Nine months        Three months       Three months   (date of inception)
                                   ended              ended              ended              ended            through
                               December 31,       December 31,       December 31,       December 31,       December 31,
                                    2001               2000               2001               2001               2001
                               ------------       ------------       ------------       ------------       ------------
<S>                            <C>                <C>                <C>                <C>                <C>
Revenues                       $     14,840       $     80,500       $      8,493       $     80,500       $     95,956

Production Expenses                  44,549            591,460             13,291            216,721            740,784
   Depreciation                      10,626              9,632              3,542              3,211             23,469
                               ------------       ------------       ------------       ------------       ------------
                                     55,175            601,092             16,833            219,932            764,253
                               ------------       ------------       ------------       ------------       ------------
Gross Profit                        (40,335)          (520,592)            (8,340)          (139,432)          (668,297)
                               ------------       ------------       ------------       ------------       ------------

Operating expenses
   Selling and
     marketing costs                 46,737            596,589              3,873            250,786            747,820
   General and
     administrative costs
     Officers compensation          234,003               --               78,285               --              312,002
     Other general and
       administrative costs          65,342             67,181             57,951             40,386            134,602
     Depreciation                     2,355              4,654                785              1,551              8,561
                               ------------       ------------       ------------       ------------       ------------
                                    348,437            668,424            140,894            292,723          1,202,985
                               ------------       ------------       ------------       ------------       ------------

Loss from Operations               (388,772)        (1,189,016)          (149,234)          (432,155)        (1,871,282)

Other Income (Expense)
   Interest and other                  --                4,338               --                  528              4,338
   Interest expense                  (2,526)              --                3,588               --               (4,403)
   Loss on disposition
     of equipment                      --                 --                 --                 --              (15,816)
                               ------------       ------------       ------------       ------------       ------------

Net Loss                           (391,298)        (1,184,678)          (145,646)          (431,627)        (1,887,163)

Other comprehensive
   income                              --                 --                 --                 --                 --
                               ------------       ------------       ------------       ------------       ------------

Comprehensive Income           $   (391,298)      $ (1,184,678)      $   (145,646)      $   (431,627)      $ (1,887,163)
                               ============       ============       ============       ============       ============

Net loss per weighted-
   average share of
   common stock outstanding,
   computed on Net Loss -
   basic and fully diluted     $      (0.02)      $      (0.05)      $      (0.01)      $      (0.02)      $      (0.08)
                               ============       ============       ============       ============       ============

Weighted-average number
   of shares of common
   stock outstanding -
   basic and fully diluted       25,667,992         23,435,367         25,963,484         23,613,130         24,413,068
                               ============       ============       ============       ============       ============
</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>
<TABLE>
<CAPTION>



                              AdZone Research, Inc.
                          (a development stage company)
                            Statements of Cash Flows
                Nine months ended December 31, 2001 and 2000 and
   Period from February 28, 2000 (date of inception) through December 31, 2001

                                   (Unaudited)
                                                                                          Period from
                                                                                       February 28, 2000
                                                    Nine months        Nine months    (date of inception)
                                                        ended              ended            through
                                                    December 31,       December 31,       December 31,
                                                           2001              2000              2001
                                                    ------------       ------------       ------------
<S>                                                 <C>                <C>                <C>
Cash Flows from Operating Activities
   Net loss for the period                          $   (391,298)      $ (1,184,678)      $ (1,887,163)
   Adjustments to reconcile net loss to
     net cash provided by operating activities
       Depreciation and amortization                      12,981             14,286             32,030
       Loss on disposition of equipment                     --                 --               15,816
       Amortization of prepaid interest                    5,625               --                7,500
       Common stock issued for
         Salaries, wages and bonuses                        --                 --               95,700
         Professional fees                                30,500               --               36,920
       (Increase) Decrease in
         Accounts receivable - trade                        (890)              --                 (890)
         Deposits and other assets                        36,553               (390)            (2,190)
       Increase (Decrease) in
         Accounts payable and accrued liabilities         22,258            199,488            124,138
         Accrued officer compensation                    234,003               --              282,002
                                                    ------------       ------------       ------------
Net cash used in operating activities                    (50,268)          (971,294)        (1,296,137)
                                                    ------------       ------------       ------------

Cash Flows from Investing Activities
   Cash paid to purchase property and equipment             --              (59,146)           (85,993)
   Cash received on disposition of equipment                --                 --                5,900
                                                    ------------       ------------       ------------
Net cash used in investing activities                       --              (59,146)           (80,093)
                                                    ------------       ------------       ------------

Cash Flows from Financing Activities
   Increase (Decrease) in cash overdraft                    --                 --                 --
   Net cash activity cash on officer advances             (7,300)            (3,000)            20,573
   Principal received from notes payable                    --                 --               50,000
   Sale of common stock                                   54,400            850,000          1,344,550
   Cash paid for costs and expenses
     related to raising capital                             --              (12,500)           (25,000)
                                                    ------------       ------------       ------------
Net cash provided by financing activities                 47,100            834,500          1,377,061
                                                    ------------       ------------       ------------

Increase (Decrease) in Cash                               (3,168)          (195,940)               831
Cash at beginning of period                                3,999            253,005               --
                                                    ------------       ------------       ------------

Cash at end of period                               $        831       $     57,065       $        831
                                                    ============       ============       ============
</TABLE>


                                  - Continued -

The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
                                                                               5

<PAGE>
<TABLE>
<CAPTION>



                              AdZone Research, Inc.
                          (a development stage company)
                      Statements of Cash Flows - Continued
                Nine months ended December 31, 2001 and 2000 and
 and Period from February 28, 2000 (date of inception) through December 31, 2001

                                   (Unaudited)
                                                                                    Period from
                                                                                 February 28, 2000
                                                Nine months       Nine months   (date of inception)
                                                    ended             ended           through
                                                December 31,      December 31,      December 31,
                                                     2001              2000              2001
                                                ------------      ------------      ------------
<S>                                             <C>               <C>               <C>
Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the period               $      2,526      $       --        $      2,526
                                                ============      ============      ============
     Income taxes paid for the period           $       --        $       --        $       --
                                                ============      ============      ============

Supplemental Disclosure of Non-Cash
   Investing and Financing Activities
     Common stock issued for prepaid interest   $       --        $       --        $     31,250
                                                ============      ============      ============
</TABLE>













The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
                                                                               6

<PAGE>



                              AdZone Research, Inc.
                          (a development stage company)

                          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 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.

During April 1997, the Company  successfully  sold an aggregate 79,000 shares of
restricted,  unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors.  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 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  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 in August 2001,  the Company's  Board of
Directors  changed  AdZone's  year-end to March 31. The  accompanying  financial
statements reflect the Company's year-end of March 31 as of the first day of the
first period presented.

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.

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, 2001 and the Form 8-K/A  reporting the business  combination  transaction of
August 10,  2001.  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.

                                                                               7

<PAGE>



                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note A - Organization and Description of Business - continued

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, 2002.

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.


Note B - Going Concern Uncertainty

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

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

During August 2001, the Company entered into a business combination  transaction
with  Adzone  Research,  Inc.  (formerly  Executive  Help  Services,   Inc.),  a
publicly-owned  Delaware corporation.  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.  Further, events which occurred
on  September  11, 2001,  and  subsequent  thereto,  have  generated  additional
interest in the  Company's  internet  research  capabilities.  Management  is in
negotiation for several  significant  contracts to provide research  information
for various private and public sector purposes.

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 C - 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.

                                                                               8

<PAGE>

                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note C - Summary of Significant Accounting Policies - continued

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.

4.   Organization costs
     ------------------

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

5.   Production, Research and development expenses
     ---------------------------------------------

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

6.   Advertising expenses
     --------------------

     Advertising and marketing expenses are charged to operations as incurred.

7.   Income taxes
     ------------

     The Company  utilizes  the asset and  liability  method of  accounting  for
     income  taxes.  At December  31, 2001 and 2000,  the deferred tax asset and
     deferred tax liability  accounts,  as recorded when material,  are entirely
     the result of temporary differences.

     Temporary  differences  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated  depreciation  and  amortization.  As of December  31, 2001 and
     2000,  the  deferred  tax  asset is  related  solely to the  Company's  net
     operating loss carryforward and is fully reserved.

                                                                               9

<PAGE>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note C - Summary of Significant Accounting Policies - continued

8.   Loss per share
     --------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,   whichever  is  later.   As  of  December  31,  2001  and  2000,
     respectively,  the  Company's  outstanding  stock  options are deemed to be
     anti-dilutive due to the Company's net operating loss position.


Note D - 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.


Note E - Property and Equipment

     Property and  equipment  consists of the following at December 31, 2001 and
     2000:

                                            December     December
                                                31,          31,      Estimated
                                              2001         2000         life
                                            ---------    ---------    ---------
     Computer equipment                     $  50,248    $  59,927    3 years
     Office furniture and other equipment      10,004       26,067    5-7 years
                                            ---------    ---------
                                               60,252       85,994
     Less accumulated depreciation            (28,005)     (14,286)
                                            ---------    ---------

     Net property and equipment             $  32,247    $  71,708
                                            ---------    ---------

Depreciation  expense for the nine months  ended  December 31, 2001 and 2000 was
approximately $12,981 and $14,286, respectively.


Note F - Note Payable
                                                    December 31,    December 31,
                                                         2001            2000
                                                    ------------    ------------
$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. Payments in default at December 31,
  2001. Unsecured.

                                                    $     50,000    $       --
                                                    ============    ============


                                                                              10

<PAGE>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note G - 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 H - Officer Compensation

On February 9, 2001,  the Company  entered into an employment  agreement with an
individual 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
of restricted,  unregistered  common stock.  Further,  the individual 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.  This
individual will also receive a commission on all  self-generated  sales equal to
10.0% of the gross billings.

On January 29, 2001,  the Company  entered into an employment  agreement with an
individual  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,  the
individual   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.  This  individual  will also  receive a  commission  of 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  to pay a penalty  equal to three (3) times the weekly
gross  earnings in  restricted,  unregistered  common  stock valued at $0.05 per
share.  All unpaid  compensation  will  remain as an accrued  obligation  of the
Company.

For all periods prior to the execution of the above  discussed  agreements,  all
executive  compensation  was charged to either product  development or marketing
expenses in accordance  with where the  respective  individual  was devoting the
substantial portion of his time.

As of December 31, 2001 and 2000,  total  cumulative  amounts unpaid under these
agreements are as follows:


                            December 31,   December 31,
                                 2001           2000
                            ------------   ------------
     Officer compensation   $    282,002   $       --
                            ============   ============

Future amounts due under the employment agreements are as follows:
                            Year ending
                              March 31,       Amount
                            ------------   ------------
  2002                                     $    312,003
  2003                         2002             234,000
                               2003        ------------
Totals                                     $    546,003
                                           ============

                                                                              11

<PAGE>
<TABLE>
<CAPTION>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note I - Income Taxes

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

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

     Totals       $       --        $       --        $       --
                  ============      ============      ============

As of December 31, 2001,  the Company has a net operating loss  carryforward  of
approximately  $1,850,000 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 the nine months ended December 31, 2001 and
2000 and for the period  from  February  28,  2000 (date of  inception)  through
December 31, 2001, respectively, are as follows:

                                                                                           Period from
                                                                                         February 28, 2000
                                                      Nine months       Nine months     (date of inception)
                                                          ended             ended             through
                                                      December 31,      December 31,       December 31,
                                                           2001               2000               2001
                                                      ------------       ------------       ------------
<S>                                                   <C>                <C>                <C>
Statutory rate applied to loss before income taxes    $   (123,700)      $   (402,800)      $   (631,300)
Increase (decrease) in income taxes resulting from:
    State income taxes                                        --                 --                 --
    Other, including reserve for deferred tax asset        123,700            402,800            631,300
                                                      ------------       ------------       ------------

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

                                                                              12

<PAGE>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note I - Income Taxes - continued

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of December 31, 2001 and 2000:

                                      December 31,    December 31,
                                           2001            2000
                                      ------------    ------------
Deferred tax assets
   Net operating loss carryforwards   $    641,000    $    415,000
   Less valuation allowance               (641,000)       (415,000)
                                      ------------    ------------

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

During the nine months  ended  December  31, 2001 and 2000,  the reserve for the
deferred  current tax asset  increased by  approximately  $123,000 and $403,000,
respectively.


Note J - Common Stock Transactions

On July 17, 2001,  the Company  (Executive  Help  Services,  Inc.)  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  September  10,  2000,  the AdZone  filed a  Certificate  of Amendment of the
Certificate  of  Incorporation  to  1)  change  its  corporate  name  to  Adzone
Interactive,  Inc.; 2) modify its capital  structure to allow the issuance of up
to 25,000,000  shares of $0.001 par value preferred stock and 75,000,000  shares
of $0.001 par value common stock from the originally  authorized amount of 1,000
shares of no par value  common  stock;  and 3) to effect a 125,000 for 1 forward
stock  split  of the  issued  and  outstanding  common  stock at the date of the
Amendment.  The  effect  of  these  actions  is  reflected  in the  accompanying
financial statements as of the first day of the first period presented.

At the February 28, 2000 incorporation,  AdZone issued 170 shares of restricted,
unregistered   pre-split  shares  of  no  par  value  common  stock  (21,250,000
post-split  shares of $0.001 par value  common  stock) to its  founders for cash
proceeds of $150.

On February  29,  2000,  the AdZone  executed an agreement to issue 30 shares of
restricted,   unregistered  pre-split  shares  of  no  par  value  common  stock
(3,750,000  post-split  shares of $0.001 par value common stock) to an unrelated
investment  group for gross  proceeds of $1,000,000.  Of the subscribed  amount,
$400,000  was  received  prior to March 31, 2000 and the  balance  was  received
during the year ended March 31,  2001.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

On November 30, 2000,  AdZone issued  666,665  post-split  shares of restricted,
unregistered $0.001 par value common stock to an existing shareholder investment
group for gross  proceeds of $290,000.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.


                                                                              13

<PAGE>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note J - Common Stock Transactions - continued

Effective  November 30, 2000,  AdZone  issued an  aggregate  400,000  post-split
shares of  restricted,  unregistered  $0.001 par value  common  stock to various
individuals and  shareholder  investment  group  participants  for  commissions,
placement  fees and  reimbursement  of  out-of-pocket  expenses  related  to the
placement of both the $1,000,000 and $290,000  issuances of the Company's common
stock. These transactions were valued at $0.44 per share, which is equivalent to
the cash price of the 666,665  shares issued on the same date.  These costs were
charged against additional paid-in capital as a cost of obtaining capital in the
accompanying financial statements.

On January 1, 2001,  concurrent  with the execution of a $50,000 note payable of
the  same  date,   AdZone  issued  250,000   post-split  shares  of  restricted,
unregistered  common  stock as  prepayment  of  interest  on the note.  The note
contains no language  related to an interest rate other than the issuance of the
250,000 shares. Due to the Company's  financial  condition at the note date, the
Company  utilized an imputed  "high risk"  interest  rate of 15.0% for valuation
purposes of the 250,000 shares issued. Accordingly,  this transaction was valued
at approximately  $31,250 and is being amortized against  operations,  using the
straight-line method, over the respective repayment term of the note.

On January 31, 2001, AdZone issued an aggregate  1,095,000  post-split shares of
restricted,  unregistered $0.001 par value common stock to furloughed  employees
concurrent with their  termination as performance  bonuses.  These  transactions
were valued at $0.06 per share, or approximately $65,700, which approximates the
estimated  fair value of the  Company's  common  stock,  which was  unpriced and
unlisted as of the transaction  date.  Subsequent to March 31, 2001, the Company
began entering into various security transactions for cash at $0.06 per share.

On March 31, 2001,  AdZone  issued an  aggregate  500,000  post-split  shares of
restricted,  unregistered  $0.001  par value  common  stock to its  officers  in
satisfaction  of signing  bonus  commitments  specified  in separate  employment
agreements  executed  on January 29,  2001 and  February 9, 2001,  respectively.
These  transactions  were valued at $0.06 per share, or  approximately  $30,000,
which approximates the estimated fair value of the Company's common stock, which
was unpriced and unlisted as of the  transaction  date.  Subsequent to March 31,
2001, the Company began entering into various security  transactions for cash at
$0.06 per share.

On March 31, 2001,  AdZone  issued an  aggregate  107,000  post-split  shares of
restricted,  unregistered $0.001 par value common stock to various professionals
providing legal and accounting services to the Company.  These transactions were
valued at $0.06 per share, or approximately  $6,420, which approximates both the
estimated  fair value of the  Company's  common  stock,  which was  unpriced and
unlisted as of the  transaction  date and the value of the services  provided by
the unrelated parties to the Company.  Subsequent to March 31, 2001, the Company
began entering into various security transactions for cash at $0.06 per share.

On August 10, 2001, all of the above transactions  involving AdZone common stock
were converted to restricted,  unregistered common stock at a rate of 0.78 for 1
in the business  combination  transaction between Executive Help Services,  Inc.
and AdZone Interactive, 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.



                                                                              14

<PAGE>
<TABLE>
<CAPTION>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note J - Common Stock Transactions - continued

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

In October 2001,  the Company sold an aggregate  507,777  shares of  restricted,
unregistered  common  stock to various  individuals  for  aggregate  proceeds of
approximately  $23,800.  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  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.

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.


Note K - Stock Options

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

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

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

                                                                                 Exercise
                          Options       Options       Options       Options        price
                          granted      exercised    terminated    outstanding    per share
                        -----------   -----------   -----------   -----------   -----------
<S>                     <C>           <C>           <C>           <C>           <C>
     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
                        ===========   ===========   ===========   ===========
</TABLE>


The weighted  average  exercise price of all issued and  outstanding  options at
December 31, 2001 is approximately $0.10.


                                                                              15

<PAGE>


                              AdZone Research, Inc.
                          (a development stage company)

                    Notes to Financial Statements - Continued


Note K - Stock Options - Continued

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

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 determined 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 March 31, 2001.


Note L - Commitments and Contingencies

The Company conducts its administrative, development and marketing operations in
leased facilities. All operations are currently conducted in Riverhead, New York
on a month-to-month lease at $1,800 per month. In May 2000, the Company executed
a long-term  operating lease for a marketing office in the Empire State Building
in New York City.  This office was closed prior to March 2001. This lease is for
a term of five (5) years.  The scheduled  annual rental amount is  approximately
$65,145 for the period from May 1, 2000 through December 31, 2001; approximately
$68,175  for the period  from  January 1, 2002  through  August  31,  2003;  and
approximately  $71,205 for the period from  September 1, 2003 through  April 30,
2005. Additionally,  the Company is responsible for the pro-rata increases in ad
valorem taxes,  utilities,  insurance and common area  operating  costs over the
base year expenses as defined in the lease agreement.

In the event of early  termination of the lease,  the Company is responsible for
supplemental  amounts  between the occupancy  period using the effective  annual
rental  yield of  approximately  $68,175  and the amounts  actually  paid by the
Company.  The Company has undertaken efforts to either negotiate a settlement of
the abandoned lease or sublet the facilities,  subject to landlord approval, for
the unexpired lease term.

Future minimum fixed rental payments,  including Fiscal 2001 billed escalations,
are as follows:

                            Year ended
                             March 31,             Amount
                           ------------         ------------

                               2002             $     74,436
                               2003                   74,436
                               2004                   74,436
                               2005                   74,436
                               2006                    6,203
                                                ------------

                              Total             $    303,947
                                                ============




                                                                              16

<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(8)  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.


(9)  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 July 6, 2000, the Company amended its Certificate of  Incorporation to effect
a 1.2  for  1  forward  stock  split.  This  action  increased  the  issued  and
outstanding shares of common stock from 4,455,000 to 5,346,000.

On July 17, 2000, the Company amended its 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.

The effect of these separate actions are reflected in the accompanying financial
statements as of the first day of the first period presented.

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.


                                                                              17

<PAGE>

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 in August 2001, the Company's Board of Directors changed
AdZone's year-end to March 31. The accompanying financial statements reflect the
Company's  year-end  of  March  31 as of  the  first  day of  the  first  period
presented.

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   cumulative   net  operating   losses  of   approximately   $(391,000)  and
approximately  $(1,185,000) for the respective nine month periods ended December
31,  2001  was  due to the  initial  development  of the  Company's  proprietary
research software and initial marketing efforts to develop market demand for the
Company's  research  operations.  While all efforts have been successful in both
developing  its  software  and  developing   market  demand  for  its  products,
additional  funding will be necessary to further  advance its business plan. The
Company had approximately $800 in available cash at December 31, 2001, down from
approximately  $57,000 at December 31, 2000. During the nine month period ending
December 31, 2001, the Company had revenue of approximately  $15,000,  down from
revenue of  approximately  $81,000 for the nine month period ended  December 31,
2000. The company has no funds from assets or revenues to fund operations.

The initial  capitalization of the Company through the sale of equity securities
has allowed the Company to support its  operations  through the current date. As
of December  31, 2001,  the Company has nominal  cash  balances and has received
proceeds from the sale of equity  securities to support 3rd quarter  Fiscal 2002
operations.  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  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  software  programming and a shortfall of funding due to
the Company's inability to raise capital in the equity securities market.

The  Company  is  currently  dependent  upon  funds  advanced  or  loaned by the
Company's  directors and officers.  The Company's officers and directors have no
formal  commitments or arrangements to advance or loan funds to the Company.  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 II - Other Information

Item 1 - Legal Proceedings

     None


                                                                              18

<PAGE>


Item 2 - Changes in Securities

     In  October  2001,  the  Company  sold  an  aggregate   507,777  shares  of
     restricted,  unregistered common stock to various individuals for aggregate
     proceeds of  approximately  $23,800.  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 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.

     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.

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

Exhibits - None
Reports on Form 8-K - None

--------------------------------------------------------------------------------


                                   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.

February     8   , 2002                          /s/ Charles A. Cardona III
          -------                              ---------------------------------
                                                          Charles A. Cardona III
                                               Chairman, Chief Executive Officer
                                                    and Chief Accounting Officer


                                                                              19