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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDING JUNE 30, 2006

                                       OR
     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM __________ TO ____________

                         COMMISSION FILE NUMBER 0-28717

                              ADZONE RESEARCH, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the last practicable date: 193,049,902 common shares, $.001
par value, as of August 11, 2006.

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


<PAGE>

                              ADZONE RESEARCH, INC.
                 FORM 10-QSB FOR THE PERIOD ENDED JUNE 30, 2006

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEETS AS OF JUNE 30, 2006
              AND MARCH 31, 2006                                             F-1
         UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR THREE
         MONTHS ENDED JUNE 30, 2006 AND 2005                                 F-2
         UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
              FOR THE THREE MONTHS ENDED JUNE 30, 2006                       F-3
         UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE
         THREE MONTHS ENDED JUNE, 2006 AND 2005                          F-4 - 5
         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS              F-6 - 15

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
               OPERATION                                                       3
ITEM 3.  CONTROLS AND PROCEDURES                                               8

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                    10
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS                                                                      10
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                      11
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  12
ITEM 5.  OTHER INFORMATION                                                    13
ITEM 6.  EXHIBITS                                                             14


SIGNATURES                                                                    15


                                       2
<PAGE>

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

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

                                                 June 30,         March 31,
                                                  2006              2006
                                               (unaudited)       (audited)

ASSETS
Current assets:
   Cash                                       $    584,633    $  1,068,871
   Accounts  receivable                              1,184           7,349
   Prepaid expenses and                             24,671          24,671
   other
Total current assets                               610,488       1,100,891

Property and equipment, net                         32,403          38,533
Other assets                                           968          10,246
Total assets                                  $    643,859    $  1,149,670

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Contingent stock settlement liability
                                              $    448,000    $         --
   Accounts payable                                 23,004          88,542
   Accrued compensation                            477,157         195,630
   Accrued expenses                                154,699         270,987
   Accrued dividend payable                        135,000         135,000
   Deferred revenue                                 77,778         100,000
   Loan payable -convertible debentures            877,049         788,602
   Current maturities of long-term debt            166,783         166,783
   Due to stockholder                            1,250,000       2,000,000
                                              ------------    ------------

Total current liabilities                        3,609,470       3,745,544

                                              ------------    ------------
Commitments and contingencies                           --              --

Stockholders' deficit:
   Preferred stock                                  43,469          43,469
   Common stock                                    191,565         176,435
   Additional paid-in capital                   23,589,328      21,458,599
   Accumulated deficit                         (26,646,273)    (24,202,380)
   Deferred compensation                          (127,440)        (55,737)
   Other stockholders' equity                      (16,260)        (16,260)
Total stockholders' deficit                     (2,965,611)     (2,595,874)
Total liabilities and stockholders' deficit   $    643,859    $  1,149,670

See accompanying notes.


                                      F-1
<PAGE>

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


                                                   June 30,        June 30,
                                                    2006             2005
                                                 (unaudited)      (unaudited)
                                                -------------    -------------
                                                                 (as restated)

Net contract revenues                           $      22,407    $      75,096
                                                -------------    -------------

Operating costs and expenses:

   Consulting and professional services               598,823          378,346
   Salaries and related costs                         968,675          511,591
   General and administrative                         456,734          258,485
   Depreciation and amortization                        6,130            3,035
                                                -------------    -------------
                                                    2,030,362        1,151,457
                                                -------------    -------------
Loss from operations                               (2,007,955)      (1,076,361)

Other income (expense)
      Interest (expense), net                          (5,154)             449
      Interest expense-debenture amortization        (231,947)              --
      Extinguishment gains                            250,000         (230,858)
      (losses)
      Derivative loss                                (448,000)        (242,000)
                                                -------------    -------------
Net loss                                        $  (2,443,056)   $  (1,548,770)
                                                =============    =============

Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                     $  (2,443,056)   $  (1,548,770)
   Preferred stock dividends                             (837)            (837)

                                                -------------    -------------
   Loss applicable to common stockholders       $  (2,443,893)   $  (1,549,607)
                                                =============    =============

Loss per common share:
   Basic and diluted loss per common share      $       (0.01)   $       (0.02)
                                                =============    =============
Shares used in computing basic and diluted
   loss per commonshare                           177,811,965       98,670,080
                                                =============    =============

See accompanying notes.


                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                Preferred Stock        Common Stock
                                                                                              Paid-in
                                Shares     Amount             Shares           Amount          Capital
                                ------    --------          -----------      ---------      ------------
<S>                               <C>     <C>               <C>              <C>            <C>
Balances,                         3.12    $ 43,469          176,434,965      $ 176,435      $ 21,458,599
March 31, 2006

Issuance of
common stock
for:

     Employee compensation                                    1,150,000          1,150           125,350
     Exercise of employee                                     4,190,000          4,190           251,444
      stock options
     Conversion of                                            2,067,839          2,068           142,681
debentures
     Professional services                                    7,722,394          7,722           778,004
Issuance of options for                                                                          410,750
    employee compensation
Issuance of options to                                                                           234,500
    directors
 and consultants
Preferred stock dividends
paid
Issuance of warrants for                                                                           6,000
services
Amortization of deferred
compensation
Debt issued with warrants                                                                        182,000
and beneficial conversion
features


Net loss
Balances ,June  30, 2006          3.12    $ 43,469          191,565,198      $ 191,565      $ 23,589,328
</TABLE>

<TABLE>
<CAPTION>
                             Accumulated                       Deferred
                               Deficit           Other          Compen.           Total
                            -------------      ---------       ---------      -------------
<S>                         <C>                <C>             <C>            <C>
Balances,                   $ (24,202,380)     $ (16,260)      $ (55,737)     $  (2,595,874)
March 31, 2006

Issuance of                                                                               -
common stock
for:

     Employee compensation                                      (105,705)            20,795
     Exercise of employee
      stock options                                                                 255,634
     Conversion of                                                                  144,749
debentures
     Professional services                                                          785,726
Issuance of options for                                                             410,750
    employee compensation
Issuance of options to                                                              234,500
    directors
 and consultants
Preferred stock dividends            (837)                                             (837)
paid
Issuance of warrants for                                          34,002             6,000
services
Amortization of deferred                                                             34,002
compensation
Debt issued with warrants
and beneficial conversion                                                           182,000
features


Net loss                       (2,443,056)                                       (2,443,056)
Balances ,June  30, 2006     $(26,646,273)    $  (16,260)      $(127,440)     $  (2,965,611)
</TABLE>

See accompanying notes.


                                      F-3
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 30, 2006 AND 2005
<TABLE>
<CAPTION>
                                                         June 30,      June 30,
                                                          2006           2005
                                                       (unaudited)    (unaudited)
                                                       -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES                                 (as restated)

<S>                                                    <C>            <C>
Net loss                                               $(2,443,056)   $(1,548,770)
Adjustments to reconcile net loss to net cash
   flows used in operating activities:
     Depreciation expense                                    6,130          3,035
     Derivative loss                                       448,000        242,000
     Amortization of debt discount                         233,196             --
     Extinguishment (gains)  losses                       (250,000)       230,858
     Stock based compensation;
            Professional services                          675,725        138,725
            Salaries, wages and bonuses                    542,046        302,900
     Warrants and options issued to non-employees
         for services                                      240,000         79,914
Amortization of deferred stock-based  compensation          34,002        358,168
     Changes in operating assets and liabilities:
         Accounts receivable                                 6,165          7,981
         Prepaid expenses and other current assets              --          2,000
         Deferred revenue                                  (22,222)            --
         Accounts payable and accrued expenses              99,701       (150,422)
         Due to stockholder                               (500,000)            --
                                                       -----------    -----------
Net cash flows used in operating activities               (930,313)      (333,611)

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

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment                                          --          3,035
                                                       -----------    -----------
Net cash flows used in investing activities                     --         (3,035)
                                                       -----------    -----------

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sales of common stock and
   warrants, net of $150,000 of offering expenses               --         75,000
Proceeds from issuance of  long-term debt                  182,000        165,000
Proceeds from the exercise of employee stock options       255,634             --
Cash paid for preferred stock dividends                       (837)          (837)

Decrease (increase) in restricted cash                       9,278        (10,107)
                                                       -----------    -----------
Net cash flows provided by financing activities            446,075        229,056

                                                       -----------    -----------
Net decrease i in cash                                    (484,238)      (107,590)
Cash at beginning of period                              1,068,871        431,790
                                                       -----------    -----------
Cash at end of period                                  $   584,633    $   324,200
                                                       ===========    ===========
</TABLE>

See accompanying notes.


                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      June 30,    June 30,
                                                                       2006         2005
                                                                   (unaudited)   (unaudited)
                                                                    ----------   ----------
                                                                                 (restated)
<S>                                                                 <C>          <C>
SUPPLEMENTAL DISCLOSURES
Cash paid for interest                                              $    9,690   $    2,100
                                                                    ----------   ----------

SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING
AND FINANCING ACTIVITIES:

Marketable securities declared as a property dividend
                                                                            --   $  233,186

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

Property and equipment acquired through issuance of common stock    $       --   $   16,650
                                                                    ----------   ----------

Note payable satisfied through issuance of common stock             $       --   $   50,000
                                                                    ----------   ----------

Warrants issued and beneficial conversion feature associated with
debentures                                                          $       --   $  254,857
                                                                    ----------   ----------

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

See accompanying notes.


                                      F-5
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

1.    BASIS OF PRESENTATION

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

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

The Company's revenues during the three month period ended June 30, 2006 were
concentrated with one commercial licensure contract. The Company's revenues
during the three month period ended June 30, 2005 were concentrated with one
commercial licensure contract.

Certain accounting policies:

Revenue recognition:
The Company derived $ 22,407 of revenues during the three month period ended
June 30, 2006 and $75,096 of revenues during the three month period ended June
30, 2005 under licensing arrangements for commercial applications of the
Company's technologies. Revenue is recognized ratably over the term of the
agreement.


                                      F-6
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2006

1.    BASIS OF PRESENTATION (CONTINUED)

Stock issued for services:

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

Derivative financial instruments:

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

2.    LIQUIDITY AND MANAGEMENT'S PLANS

The preparation of financial statements in accordance with Generally Accepted
Accounting Principles contemplates that the Company will continue as a going
concern. As noted in the accompanying condensed financial statements, the
Company incurred a net loss of $(2,443,056) and used cash of $(484,238) in
conducting its operations during the three months ended June 30, 2006. In
addition, the Company has a working capital deficiency of $(2,998,981) as of
that date. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.

While operating cash flows for the remaining period in fiscal year ended March
31, 2007 are not projected to be sufficient to sustain the Company's operations,
management currently believes that existing cash reserves of $584,633 will be
sufficient to fund operating deficits for a period of approximately twelve to
eighteen months. Management considered the following specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant level of cash used
            in operations during the three months ended June 30, 2006 of
            $(484,238) is indicative of cash flow usage during the next four
            fiscal quarters.


                                      F-7
<PAGE>

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


                                      F-8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

2.    LIQUIDITY AND MANAGEMENT'S PLANS (CONTINUED)

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

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

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

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

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


                                      F-9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

3.    STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the three month period ended June 30, 2006, the Company issued 15,130,233
shares of common stock, as follows: 2,067,839 shares for the conversion of
convertible debentures; 7,722,394 shares for consulting and non-employee related
services; 1,150,000 shares for employee related services, and 4,190,000 shares
for the exercise of employee stock options. The Company recorded stock-based
compensation during the three months ended June 30, 2006, in all instances,
based upon the closing market price on the date the stock was issued for
purposes of fair value. This resulted in charges to operations of $915,725 for
consulting and non-employee related services and $576,048 for employee related
services. These charges are included in Consulting and Professional Services and
Salaries and related costs in the accompanying unaudited condensed statements of
operations.

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

SHORTFALL IN COMMON STOCK

As of June 30, 2006, there was a potential shortfall of 14,195,674 shares of
common stock to be issued to cover the 54,353,500 options outstanding and the
10,076,976 warrants outstanding, less the 41,800,000 shares to be returned by 6
option holders who have agreed to relinquish these stock options in July, 2006,
if the authorized number of shares is not increased to at least 300,000,000
authorized shares. These shares were valued using the Black- Scholes method on
June 30, 2006. As such, the Company's obligation has been presented in the
accompanying balance sheet as a liability.

ISSUANCES OF STOCK OPTIONS

On May 1, 2006, the Company granted stock options to acquire an aggregate
2,300,000 shares of common stock to its employees, as well as an aggregate of
2,000,000 shares of common stock to the Company's Directors. These options are
exercisable at the exercise price of $0.11 per share valid for 3 years for
employees and 6 years for directors.

In addition, on May 1, 2006, Company granted stock options to acquire an
aggregate 4,075,000 shares of common stock to its employees and 900,000 shares
to consultants. These options are exercisable for 6 months and have a price of
$0.02 discount to the stock price at the time of exercise.


                                      F-10
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006


The Company accounts for stock options to employees, non-employees and directors
using the fair-value method. The intrinsic method resulted in compensation
expense of $410,750 related to the employee stock options for the three months
ended June 30, 2006. The fair value of the Director and Consultant stock
options, applying the Black-Scholes methodology, amounted to $234,000.

DEFERRED COMPENSATION

Deferred compensation, related to equity issuances, is charged to operations
over the periods of contractual performance for consultants and service
providers and over vesting periods for employees. Deferred compensation related
to future periods as of April 1, 2006 amounted to $55,737. Amortization of all
sources of deferred compensation during the period amounted to $55,780. Deferred
compensation related to future periods as of June 30, 2006 amounted to $127,440.

4.    NUTMEG SUBSCRIPTION AGREEMENT

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

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

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


                                      F-11
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006


warrants could be reduced to 4,000,000 depending on the stock price, as defined.

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

The agreement has reset clauses c, d and e as below;

      (c)   The 11,000,000 shares will be subject to a mutual reset. In the
            event that the stock price declines to below $0.125 per share and
            remains so at either the time such shares become registered or at
            the one-year anniversary of the October 2005 investment date (a
            "Nutmeg/Arbus Reset"), then AdZone shall issue an additional
            5,000,000 shares. On the other hand, if there is no Nutmeg/Arbus
            Reset, at any time after such shares are tradable, without any
            selling restriction, and the closing bid price exceeds $0.30 per
            share and remains at least at such level for 3 days thereafter, and
            such shares have not been sold, the number of shares shall be
            reduced by 1,000,000, which then must be returned, to the extent not
            sold by that time (an "AdZone Reset").

      (d)   AdZone shall issue at this time to Nutmeg/Arbus, 11,000,000 warrants
            exercisable at $0.10 per share, provided that in the event of a
            Nutmeg/Arbus Reset, then AdZone shall issue an additional 5,000,000
            warrants; in the event of an AdZone Reset, and such warrants have
            not been exercised, the number of warrants shall be reduced by
            1,000,000, which then must be returned, to the extent not exercised
            by that time; and in the event of an AdZone Reset, and such warrants
            have not been exercised, then the exercise price shall increase to
            $0.15 per share. The Common Stock into which the Warrants are
            exercisable will have piggyback registration rights, and the
            Warrants will be transferable. If within 360 days of Closing, the
            Company does not register the shares of Common Stock into which the
            Warrants are exercisable, or the shares of Common Stock into which
            the Warrants are exercisable are not otherwise freely tradable,
            then, at Nutmeg/Arbus' option, the Warrant exercise may be cashless.

      (e)   Once the shares of Common Stock into which the Warrants are
            exercisable are registered, AdZone shall have the ability to cause
            Nutmeg/Arbus to exercise the warrants if the AdZone's Common Stock
            is trading above $.30 for twenty (20) consecutive trading days, to
            the extent of 10% of the Total Dollar Trading Volume for such
            period. For purposes of the preceding sentence, Total Dollar Trading
            Volume shall mean the number of shares traded on such exchange for
            such twenty (20) consecutive trading days, times the average price
            of such trades (a "Mandatory Exercise"). To cause a Mandatory
            Exercise, AdZone shall issue twenty (20) day prior Notice. The
            exercise shall occur and be effective, immediately following such
            twenty (20) days of Notice.


                                      F-12
<PAGE>

Amounts due under the new agreement of $2,000,000, which consists of $900,000 in
cash and $1,100,000 in stock and warrants valued at the market price at March
31, 2006. The amount of $500,000 was paid in May 2006 and the balance of
$400,000 was due June 12, 2006. The Company is currently renegotiating the last
payment. As of June 30, 2006, the value of the stock and warrants was reduced to
$850,000 to reflect the market price at June 30, 2006.


                                      F-13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

5.    PRO FORMA STOCK COMPENSATION INFORMATION

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

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

<TABLE>
<CAPTION>

                                                                              June 30,        June 30,
                                                                                2006           2005
                                                                             -----------    -----------
                                                                                           (as restated)
<S>                                                                          <C>            <C>
Loss applicable to common shareholders, as reported                          $(2,443,056)   $(1,548,770)
Stock-based employee compensation, as reported                                   575,590        302,900
Stock-based employee compensation under the fair value method                   (575,590)      (668,399)
                                                                             -----------    -----------
Pro-forma loss applicable to common shareholders under fair value method
                                                                             $(2,443,056)   $(1,914,269)
                                                                             ===========    ===========
Loss applicable to common shareholders per share, as reported                $     (0.01)   $     (0.02)
                                                                             ===========    ===========
Pro-forma  loss  applicable  to common  stockholders  per share under fair
value method                                                                 $     (0.01)   $     (0.02)
                                                                             ===========    ===========
</TABLE>

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

            Risk free interest rate          4.5%
            Expected volatility              154%


                                      F-14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2006

6.    LONG TERM DEBT

Long term debt at March 31, 2006     $ 788,062
Converted                             (143,500)
Issued                                 182,000
Amortization of discount                49,947
                                     ---------

                                       877,049
Less; current maturities               877,049
                                     ---------
Long term debt as at June 30, 2006   $       0
                                     ---------

During the period ended June 30, 2006, the Company issued $182,000 of
convertible promissory notes for cash. The notes bear interest at 8% and are due
in one year from date of issue. The notes are convertible into shares of the
Company's common stock at 50% of the market value on the date of conversion.

The fair value of the beneficial conversion feature is greater that the fair
value of the debt resulting in a debt discount of $182,000. Amortization of
these and other notes amounted to $233,196 for the three months ended June 30,
2006.

7.    COMMITMENTS AND CONTINGENCIES

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

8.    SUBSEQUENT EVENTS

Legal proceedings

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


                                      F-15
<PAGE>

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

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

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

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

OVERVIEW

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

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


                                       3
<PAGE>

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

RESULTS OF OPERATIONS
Three Months Ended June 30, 2006 and June 30, 2005

Revenues: Revenues for the three months ended June 30, 2006 amounted to $22,407,
compared to $75,096 for the three months ended June 30, 2005. This decrease in
revenue in the amount of $52,689 is primarily attributable to the termination of
a prior licensing agreement and the start of a new licensing agreement.. The
current period revenues were derived from a license agreement related to the
commercial application of the Company's technologies.

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

Consulting and professional services: Consulting and professional services for
the three months ended June 30, 2006 amounted to $598,823 compared to a $378,346
for the three months ended June 30, 2005. The increase in the amount of $220,477
was primarily attributable to the engagement of firms to raise capital,
assisting in contract negotiation and acquisition and assisting in seeking
strategic merger/acquisition candidates. During the three months ended June 30,
2006, these expenses were largely paid with equity securities that were valued
at the closing market price on the date issued or, in the case of warrants,
using the Black Scholes Valuation Model (see Note 5 to the accompanying
Condensed Financial Statements). There can be no assurances that equity will be
acceptable to the Company's consultants on an extended basis.

Salaries and related costs: Salaries and related costs for the three months
ended June 30, 2006 amounted to $968,675 compared to $511,591 for the three
months ended June 30, 2005. The increase in the amount of $457,084 relates to a
higher head count compared to the same period last year and the issuance of
stock grants and options to employees. In addition, as a result of the adoption
of SFAS No. 123R, the Company is required to recognize greater compensation
expense for the options issued to employees beginning in January, 2006.

General and administrative expenses: General and administrative expenses
amounted to $456,734 for the three months ended June 30, 2006, compared to
$258,485 for the three months ended June 30, 2005. The increase is largely
attributable to the issuance of options to Directors, and increased travel
expenses necessary to access customers.


                                       4
<PAGE>

Depreciation and amortization: Depreciation and amortization amounted to $6,130
for the three months ended June 30, 2006, compared to $3,035 for the three
months ended June 30, 2005. The increase in the amount of $3,095 was
attributable to higher levels of fixed assets in the current period. While the
Company has no commitments to acquire property and equipment, significant levels
of future revenue producing contracts, if any, will require comparable
significant investments in fixed assets.

Other income (expense): Other income (expense) amounted to $(435,101) for the
three months ended June 30, 2006, compared to ($472,409) for the three months
ended June 30, 2005. The components of other income (expense) are as follows for
the three months ended June 30, 2006 and 2005.

                                                      2006         2005
                                                   ---------    ---------
Other income (expense)
      Interest income (expense), net               $  (5,154)   $     449
      Interest expense-debenture amortization       (231,947)          --
      Extinguishment gains (losses) (a)              250,000     (230,858)
      Derivative loss (b)                           (448,000)    (242,000)


      (a)   Extinguishment gains at June 30, 2006 represent amounts due under
            the new Nutmeg Agreement which consisted of stock and warrants
            valued at $1,100,000 at March 31, 2006, was reduced at June 30, 2006
            to $850,000 to reflect the market price at June 30, 2006. (See the
            Nutmeg Subscription Agreement in the Notes to the accompanying
            Unaudited Condensed Financial Statements).

      (b)   Derivative financial instruments:

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

Preferred stock dividends: Preferred stock dividends relate to cumulative
dividend features associated with the Company's Series A and Series B Preferred
Stock. Preferred stock dividends were $837 during the three month period ended
June 30, 2006 and $837 during the three month period ended June 30, 2005. For
purposes of computing loss attributable to common stockholders, net loss is
reduced by preferred stock dividends.


                                       5
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLANS

The preparation of financial statements in accordance with Generally Accepted
Accounting Principles contemplates that the Company will continue as a going
concern. As noted in the accompanying condensed financial statements, the
Company incurred a net loss of $(2,443,056) and used cash of $(484,238) in
conducting its operations during the three months ended June 30, 2006. In
addition, the Company has a working capital deficiency of $(2,998,981) as of
that date. These recurring conditions raise substantial doubt about the
Company's ability to continue as a going concern.

While operating cash flows for the remaining periods in fiscal year ended March
31, 2007 are not projected to be sufficient to sustain the Company's operations,
management currently believes that existing cash reserves of $584,633 will be
sufficient to fund operating deficits for a period of approximately twelve to
eighteen months. Management considered the following specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant level of cash used
            in operations during the three months ended June 30, 2006 ($484,238)
            is indicative of cash flow usage during the next four fiscal
            quarters.

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

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

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

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

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


                                       6
<PAGE>

On October 3, 2005, Adzone entered into an Internet Monitoring Agreement with
the Justice Fund. Under the agreement, Adzone will monitor the Internet using
its Inter-cept Internet monitoring technology for pirated copies of the movie
"All In" and 2 planned sequels. The agreement value to Adzone is $100,000 and
was paid in October, 2005. The resulting revenue from this agreement was
deferred and is being recognized over the term of the agreement. At June 30,
2006, $22,222 is associated with this agreement and is included in revenue.

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

LIQUIDITY

June 30, 2006 compared to March 31, 2006

The Company has working capital deficit of $(2,998,981) as of June 30, 2006
compared to $(2,644,653) as of March 31, 2006. Net working capital of $446,075
was generated from financing activities during the three months ended June 30,
2006, consisting primarily of the exercise of stock options by employees and
borrowings under convertible debentures. The working capital generated from
these financing activities was diminished by $(930,313) from operating
activities. Operating activities during the three months ended June 30, 2006
reflected significant continuing operating losses.

OFF BALANCE SHEET ARRANGEMENTS

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


                                       7
<PAGE>

PART I. CONDENSED FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

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

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

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

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

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

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


                                       8
<PAGE>

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


                                       9
<PAGE>

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

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

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

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

During the three month period ended June 30, 2006, the Company issued 4,331,039
shares of common stock, as follows: (i) 2,067,839 shares for the conversion of
convertible debentures; and (ii) 2,263,200 shares for consulting and
non-employee related services.

During the three months ended June 30, 2006, the Company issued 75,000 warrants
in connection with service providers.

On May 1, 2006, the Company granted stock options to acquire an aggregate
2,300,000 shares of common stock to its employees, as well as an aggregate of
2,000,000 shares of common stock to the Company's Directors. These options are
exercisable at the exercise price of $0.11 per share valid for 3 years for
employees and 6 years for directors.

In addition, on May 1, 2006, Company granted stock options to acquire an
aggregate 4,075,000 shares of common stock to its employees and 900,000 shares
to consultants. These options are exercisable for 6 months and have a price of
$0.02 discount to the stock price at the time of exercise.

On May 1, 2006, the Board resolved to offer compensation as follows; (i)
1,150,000 shares to employees, and (ii) 1,000,000 shares to directors, each as
compensation for services performed on our behalf. The price of the shares
issued was $0.11 per share.

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


                                       10
<PAGE>

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

NONE.


                                       11
<PAGE>

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

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


                                       12
<PAGE>

PART II.  OTHER INFORMATION
ITEM 5. OTHER INFORMATION

NONE.


                                       13
<PAGE>

PART II.  OTHER INFORMATION
ITEM 6. EXHIBITS

      (a)   Exhibits

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


                                       14
<PAGE>

                                   SIGNATURES

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


ADZONE RESEARCH, INC.


/s/ Jeffrey Hale             Chief Executive Officer and        August 21, 2006
--------------------         President
Jeffrey Hale


/s/ Charles Cardona          Principal Accounting Officer       August 21, 2006
--------------------
Charles Cardona



                                       15
<PAGE>

ADZONE RESEARCH, INC.
EXHIBIT INDEX

Exhibit
-------

31.1  Certification by Chief Executive Officer pursuant to Sarbanes Oxley
      Section 302 (filed herewith).

31.2  Certification by Principal Accounting Officer pursuant to Sarbanes Oxley
      Section 302 (filed herewith).

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

32.2  Certification by Principal Accounting Officer pursuant to 18 U.S.C.
      Section 1350 (filed herewith).


                                       16