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

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 2)

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

               FOR THE QUARTERLY PERIOD ENDING SEPTEMBER 30, 2004

                                       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) Yes |X| No |_|, and (2) has been subject to such
filing requirements for the past 90 days Yes |X| No |_|.

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act for 1934 subsequent to the distribution of securities under a plan
confirmed under a plan confirmed by a court. Yes |_| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                       APPLICABLE ONY 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: August 3, 2005 - 104,673,203
common shares, $.001 par value.

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

                                EXPLANATORY NOTE

This Amendment on Form 10-QSB/A (Amendment No. 2) amends and restates in its
entirety the following items of the Quarterly Reports on Form 10-QSB for the
quarterly period ended September 30, 2004 of Adzone Research, Inc. as initially
filed with the Securities and Exchange Commission (the "SEC") on November 22,
2004 (the "original 2004 10-QSB"):

<PAGE>

                    Part I - CONDENSED FINANCIAL INFORMATION

Item 1. Financial Statements

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

Item 3. Controls and Procedures

This Amendment is being filed to reflect the restatement of the Company's
results for the three and six month periods ended September 30, 2004 and 2003,
as discussed in Note 5 to the Company's condensed financial statements filed
herewith. Specifically, these restatements relate to: 1) the recognition of a
derivative financial instrument indexed to and potentially settled in the
Company's own stock as a liability (versus common equity) and a charge or credit
to earnings for the change in the fair value of that liability, 2) accounting
for the allocation of unit offering to warrants and beneficial conversion
features, 3) the reclassification of deferred stock based compensation from an
asset (prepaid expenses) to a reduction in stockholders' equity and 4) the
effects on opening stockholders' equity related to restatements to the March 31,
2004 balances as discussed in Note C to the March 31, 2004 Form 10-KSB/A
Amendment No. 2 dated July 13, 2005. The effects of the restatement, in
managements' view, rises to the level of a material weakness in internal
control, which is further discussed in Item 3, as amended.

This Amendment speaks as of the end of the Company's fiscal quarter ended
September 30, 2004 as required by Form 10-QSB or as of the date of the filing of
the original 2004 10-QSB. Except for the restatement of certain historical
financial information as described above, it does not update any of the
statements contained in the original 2004 10-QSB. This Amendment contains
forward-looking statements that were made at the time the original 2004 10-QSB
was filed on November 22, 2004. It must be considered in light of any subsequent
statements, including forward looking statements, in any reports made by the
Company subsequent to the filing of the original 2004 10-QSB, including
statements made in filings on Form 8-K.

                                        2
<PAGE>

                              ADZONE RESEARCH, INC.
              FORM 10-QSB/A FOR THE PERIOD ENDED SEPTEMBER 30, 2004

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS:

         CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2004 AND
                  MARCH 31, 2004.............................................4
         CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX
                  MONTHS ENDED SEPTEMBER 30, 2004 AND 2003...................5
         CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE SIX
                  MONTHS ENDED SEPTEMBER 30, 2004 AND 2003...................7
         CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS
                  ENDED SEPTEMBER 30, 2004 AND 2003..........................8
         NOTES TO CONDENSED FINANCIAL STATEMENTS.............................9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS...............................23
ITEM 3.  CONTROLS AND PROCEDURES............................................28

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS..................................................30
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
         PROCEEDS...........................................................31
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................32
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.................33
ITEM 5.  OTHER INFORMATION..................................................34
ITEM 6.  EXHIBITS ..........................................................35

SIGNATURES..................................................................36

                                        3
<PAGE>

                     PART I. CONDENSED FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              ADZONE RESEARCH, INC.
                            CONDENSED BALANCE SHEETS
                      SEPTEMBER 30, 2004 AND MARCH 31, 2004

                                                   SEPTEMBER 30,     MARCH 31,
                                                       2004            2004
                                                   ------------    ------------
                                                    unaudited/       (audited)
                                                    (Restated)
ASSETS                                               (Note 5)
Current assets:
   Cash                                            $    721,581    $    622,797
   Accounts receivable                                  157,378              --
   Other prepaid expenses                                27,635         134,272
                                                   ------------    ------------
Total current assets                                    906,594         757,069
Property and equipment, net                              19,893          10,423
Other assets                                             13,245          38,355
                                                   ------------    ------------
Total assets                                       $    939,732    $    805,847
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
   Accounts payable                                $    121,044    $    297,972
   Accrued compensation                                  40,000         160,926
   Current notes payable                                 50,506          62,787
    Stock settlement liability                        1,500,000              --
                                                   ------------    ------------
Total current liabilities                             1,711,550         521,685

Notes payable                                           166,783         166,783

Commitments and contingencies (Note 4)                       --              --

Stockholders' (deficit) equity:
   Preferred stock                                      635,030         518,816
   Common stock                                          83,217          70,832
   Common stock to be issued                             45,000              --
   Additional paid-in capital                         7,998,201       6,690,030
   Accumulated deficit                               (9,667,284)     (7,129,534)
   Other stockholders' equity                           (32,765)        (32,765)
                                                   ------------    ------------
Total stockholders' (deficit) equity                   (938,601)        117,379
                                                   ------------    ------------
Total liabilities and stockholders'
  (deficit) equity                                 $    939,732    $    805,847
                                                   ============    ============

See accompanying notes.

                                        4
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                  SEPTEMBER 30,    SEPTEMBER 30,
                                                      2004             2003
                                                  ------------     ------------
                                                   (Restated)
                                                    (Note 5)
Net contract revenues                             $    100,000     $     24,969
                                                  ------------     ------------

Operating costs and expenses:
   Cost of contract revenues                            32,000           19,758
   Consulting and professional services                346,834          161,551
   Salaries and related                                345,440        1,303,578
   General and administrative                          173,143          142,905
   Depreciation and amortization                         1,941              544
                                                  ------------     ------------
                                                       899,358        1,628,336
                                                  ------------     ------------
Loss from operations                                  (799,358)      (1,603,367)

Derivative loss                                       (370,000)
Other income (expense), net                             (1,787)          (4,881)
                                                  ------------     ------------
Net loss                                          $ (1,171,145)    $ (1,608,248)
                                                  ============     ============

Reconciliation of net loss to loss
   applicable to common stockholders:
   Net loss                                       $ (1,171,145)    $  1,608,248)
   Preferred stock dividends and accretion             (37,905)         (95,412)
                                                  ------------     ------------
   Loss applicable to common stockholders         $ (1,209,050)    $  1,703,660)
                                                  ============     ============

Loss per common share:
   Basic and diluted loss per common share        $      (0.02)    $      (0.03)
                                                  ============     ============
Shares used in computing basic and diluted
   loss per common share                            80,970,752       61,782,346
                                                  ============     ============

See accompanying notes.

                                        5
<PAGE>

                             ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                  SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                  SEPTEMBER 30,    SEPTEMBER 30,
                                                      2004             2003
                                                  ------------     ------------
                                                   (Restated)
                                                    (Note 5)
Net contract revenues                             $    150,000     $     64,094
                                                  ------------     ------------

Operating costs and expenses:
   Cost of contract revenues                            42,000           60,486
   Consulting and professional services                912,205          161,551
   Salaries and related                                757,481        1,363,224
   General and administrative                          252,062          197,262
   Depreciation and amortization                         3,881            1,088
                                                  ------------     ------------
                                                     1,967,629        1,783,611
                                                  ------------     ------------
Loss from operations                                (1,817,629)      (1,719,517)

Derivative loss                                       (550,000)              --
Other income (expense), net                             (3,567)         (12,269)
                                                  ------------     ------------
Net loss                                          $ (2,371,196)    $ (1,731,786)
                                                  ============     ============

Reconciliation of net loss to loss
   applicable to common stockholders:
   Net loss                                       $ (2,371,196)    $ (1,731,786)
   Preferred stock dividends and accretion            (166,554)         (95,412)
                                                  ------------     ------------
   Loss applicable to common stockholders         $ (2,537,750)    $ (1,827,198)
                                                  ============     ============

Loss per common share:
   Basic and diluted loss per common share        $      (0.03)    $      (0.03)
                                                  ============     ============
Shares used in computing basic and diluted
   loss per common share                            76,836,416       53,473,954
                                                  ============     ============

See accompanying notes.

                                        6
<PAGE>

                              ADZONE RESEARCH, INC.
        UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                       SIX MONTHS ENDED SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                Series A    Preferred   Series B    Preferred         Common Stock       Paid-in
                                                 Shares       Amount      Shares      Amount      Shares      Amount     Capital
                                               ----------   ----------  ----------  ----------  ----------  ----------  ----------
<S>                                            <C>          <C>         <C>         <C>         <C>         <C>         <C>
Balances at April 1, 2004                              24   $  278,530          31  $  240,286  70,832,255  $   70,832  $6,690,030

Sales of common stock and warrants for
  cash, net of $150,000 of offering expenses                                                     8,717,284       8,717      47,966

Issuances of common stock to non-employees
  for services                                                                                   1,959,067       1,959     655,220

Issuances of common stock upon the exercise
  of warrants and stock options                                                                  1,709,000       1,709     291,354

Issuances of common stock to employees for
  services and compensation                                                                                                 44,250

Issuances of warrants and options to non-
  employees for services                                                                                                   307,110

Redemption of warrants                                                                                                     (76,744)

Employee stock-based compensation applying
  variable plan option accounting                                                                                           39,015

Preferred stock dividends

Periodic accretions of preferred stock
  carrying values to redemption values                                                 116,214

Net loss for the period
                                               ----------   ----------  ----------  ----------  ----------  ----------  ----------

Balances at September 30, 2004                         24   $  278,530          31  $  356,500  83,217,606  $   83,217  $7,998,201
                                               ==========   ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>

<TABLE>
<CAPTION>
                                                       Common
                                                     Stock To Be    Accumulated      Other          Total
                                                       Issued         Deficit        Equity         Equity
                                                    ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>
Balances at April 1, 2004                           $         --   $ (7,129,534)  $    (32,765)  $    117,379

Sales of common stock and warrants for
    cash, net of $150,000 of offering expenses            45,000                                      101,683

Issuances of common stock to non-employees
    for services                                                                                      657,179

Issuances of common stock upon the exercise
    of warrants and stock options                                                                     293,063

Issuances of common stock to employees for
    services and compensation                                                                          44,250

Issuances of warrants and options to non-
    employees for services                                                                            307,110

Redemption of warrants                                                                                (76,744)

Employee stock-based compensation applying
    variable plan option accounting                                                                    39,015

Preferred stock dividends                                               (50,340)                      (50,340)

Periodic accretions of preferred stock carrying
    values to redemption values                                        (116,214)                           --

Net loss for the period                                              (2,371,196)                   (2,371,196)
                                                    ------------   ------------   ------------   ------------

Balances at September 30, 2004                      $     45,000   $ (9,667,284)  $    (32,765)  $   (938,601)
                                                    ============   ============   ============   ============
</TABLE>

See accompanying notes.

                                        7
<PAGE>

                              ADZONE RESEARCH, INC.
                       UNAUDITED STATEMENTS OF CASH FLOWS
                  SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                              September 30,  September 30,
                                                                                  2004           2003
                                                                              ------------   ------------
                                                                               (Restated)
                                                                                (Note 5)
<S>                                                                           <C>            <C>
OPERATING ACTIVITIES
Net loss                                                                      $ (2,371,196)  $ (1,731,786)
   Adjustments to reconcile net loss to net cash flows from operating
activities:
        Common stock issued for services                                           657,179      1,744,431
        Derivative loss                                                            550,000             --
        Warrants and options issued to non-employees  for services                 307,110             --
        Employee stock-based compensation                                           83,265             --
        Depreciation                                                                 3,881          2,553
        Changes in operating assets and liabilities:
             Accounts receivable                                                  (157,378)       (24,969)
             Prepaid expenses and other current assets                             106,637         17,750
             Other assets                                                           25,110        (79,065)
             Accounts payable and accrued expenses                                (297,854)      (268,789)
                                                                              ------------   ------------
Net cash flows from operating activities                                        (1,093,246)      (339,875)
                                                                              ------------   ------------
INVESTING ACTIVITIES
Purchases of equipment                                                             (13,351)            --
Increase in restricted cash                                                             --             --
                                                                              ------------   ------------
Net cash flows from investing activities                                           (13,351)            --
                                                                              ------------   ------------
FINANCING ACTIVITIES
Proceeds from sales of common stock, preferred stock and warrants, net of
    $150,000 and $78,839 of offering expenses in 2004 and 2003, respectively       101,683         47,600

Proceeds from stock settlement liability                                           950,000             --

Proceeds from the exercise of employee stock options                               293,063             --

Payment for the redemption of warrants                                             (76,744)            --

Payments for preferred stock dividends                                             (50,340)        (4,220)

Payments on principal received from notes payable                                  (12,281)       140,217

Cash paid for costs and expenses
   related to raising capital                                                           --        (78,839)

Sale of preferred stock                                                                 --        348,500

Payments to acquire treasury stock                                                      --         (2,215)
                                                                              ------------   ------------
Net cash flows from financing activities
                                                                                 1,205,381        451,043
                                                                              ------------   ------------
Net increase in cash                                                                98,784        111,168
Cash at beginning of year                                                          622,797          8,084
                                                                              ------------   ------------
Cash at end of year                                                           $    721,581   $    119,252
                                                                              ------------   ------------
SUPPLEMENTAL DISCLOSURES
Cash paid for interest                                                        $         --   $      2,239
                                                                              ============   ============
</TABLE>

See accompanying notes.

                                        8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

1 BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with Generally Accepted Accounting Principles 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 Generally Accepted Accounting Principles 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/A for the year ended March 31, 2004.

In the opinion of management, the financial statements reflect all adjustments
(consisting of only normal and recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows for those
periods presented. Operating results for the six months ended September 30, 2004
are not necessarily indicative of the results that may be expected for the year
ended March 31, 2005.

The Company's revenues during the periods ended September 30, 2004 were
concentrated with the United States Department of Defense and related agencies.
Revenues are recorded when earned under these arrangements.

Certain accounting policies:

Revenue recognition:

Revenues under contracts with the United States Department of Defense are
recorded when earned. The Company's derived $150,000 of revenues during the
six-month period ended September 30, 2004 under contracts with the United States
Department of Defense and related agencies.

Certain amounts in the condensed financial statements as of and for the three
and six months ended September 31, 2004 have been reclassified. This
reclassification includes the elimination of deferred compensation from
stockholders' equity and a reduction of paid-in capital related to stock-based
compensation remitted to employees for future service periods (See Note 3).

                                        9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

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 ($2,371,196) and used cash of ($1,093,246) in
conducting its operations during the six-month period ended September 30, 2004.
These recurring negative trends 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, 2005 are not projected to be sufficient to sustain the Company's operations,
management currently believes that existing cash reserves of $721,581, coupled
with a potential outstanding commitment for approximately $750,000 in connection
with the Nutmeg Subscription Agreement (see Note 3), will be sufficient to fund
operating deficits for a period of approximately nine to fifteen months.
Management considered the following specific elements of its internal
projections in making its conclusions about its ability to continue for
approximately nine to fifteen months:

a. Management does not believe that the significant level of cash used in
operations during the six months ended September 30, 2004 ($1,093,246) is
indicative of cash flow usage during the next four fiscal quarters. Cash flow
from operations during the current period included two amounts, as follows, that
increased cash usage. First, a bonus of $320,000 was awarded to two officers by
the Company's Board of Directors during the second quarter. Accordingly, at this
time, no further officer bonuses are contemplated. Second, the Company used cash
proceeds from the Nutmeg Subscription Agreement to pay certain current and past
due accounts payable and accrued liabilities amounting to $297,854. While
payments on accounts payable and accrued expenses will continue in the normal
course of business, such payments are not expected to be at the level reflected
in the Company's year to date operations.

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. The Company recently completed a three month U.S. Department of Defense
contract, and currently has accounts receivable in the amount of $150,000 for
said contract, which was collected in October. In addition to this contract,
AdZone Research is actively negotiating three proposals in the Prime and
Sub-prime sectors of the Defense Industry arena.

                                       10
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

2. LIQUIDITY AND MANAGEMENT'S PLANS (continued):

d. 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.

e. The Company's working capital deficiency of ($804,956) includes a stock
settlement liability of $1,500,000 that can be settled with registered equity
securities upon the effectiveness of a related registration statement. However,
obtaining an effective registration statement is presumed not to be within the
management's control. In the event that an effective registration related to
these instruments can not be obtained, management believes that it can
renegotiate the terms of the underlying instruments to provide for fulfillment
with equity securities of the Company. There can be no assurances, though, that
management would be successful in such negotiations.

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

During the remainder of fiscal year ended March 31, 2005, management plans to
continue to promote the U.S. Department of Defense and Commercial uses of its
technologies. There can be no assurances that the Company can execute
revenue-producing contracts under acceptable terms and conditions.

The Company's ability to continue as a going concern is dependent upon the
preservation of existing cash reserves, the receipt of the final conditional
traunch of the Nutmeg Subscription Agreement (see Note 3) and, ultimately, the
achievement of profitable operations. The financial statements do not include
any adjustments that might arise as a result of this uncertainty.

3. STOCKHOLDERS' EQUITY

                            ISSUANCES OF COMMON STOCK

During the six month period ended September 30, 2004, the Company issued shares
of common stock, as follows: 8,717,284 shares for cash proceeds of $1,051,683
(which is inclusive of $950,000 recognized as a stock settlement liability and
net of $150,000 in expenses); 1,709,000 shares for the exercise of stock options
and warrants for cash proceeds of $293,063; and, 1,959,067 shares for consulting
and non-employee related services. The Company received cash of $45,000
(included in the cash amount, above) for sales of 450,000 shares of common
stock, which shares were not issued by the Company's stock transfer agent until
October 2004. This amount is carried in the account "common stock to be issued."

                                       11
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

3. STOCKHOLDERS' EQUITY (continued):

During the second fiscal quarter, the Company also committed to issue 2,060,000
shares of common stock (valued at $329,600 based upon the closing market price
on the measurement date) to employees for services to be rendered over a one
year period commencing August 14, 2004. The shares were issued by the Company's
stock transfer agent during October 2004. The associated compensation expense
and credit to paid-in capital will be recognized over the period of performance.
The Company recognized compensation expense amounting to $44,250 during the six
month period ended September 30, 2004.

Common stock issued for services was valued based upon the closing market price
on the date the service contract was approved. Total stock-based compensation
expense recorded for issuances of common stock, excluding the recognition of the
deferred employee compensation expense, above, amounted to $657,179 and
$226,537, for the six months ended September 30, 2004 and 2003, respectively.

                 ISSUANCES OF NON-EMPLOYEE OPTIONS AND WARRANTS

During the six months ended September 30, 2004, the Company issued stock options
and warrants to non-employees to acquire 7,086,134 shares of common stock for
financing activities, consulting and other services, as follows: 3,786,134
warrants in connection with the Nutmeg Subscription Agreement (see below);
1,000,000 warrants in connection with future services the Baltic Ventures
Agreement (see Note 4, below); 1,700,000 to advisers for future services and,
600,000 warrants in connection with other providers for current services.
Warrants were valued at fair value using the Black Scholes Valuation Model. Such
model resulted in an aggregate valuation of $785,000, of which $640,000 related
to future services will be amortized over the contractual performance period.
Amortization for the six months ended September 30, 2004 amounted to $162,110
and is included in the caption Consulting and Professional Services in the
accompanying statement of operations. As of September 30, 2004, the balance of
deferred consulting expense amounted to $477,890.

Total stock-based compensation expense charged to operations from the issuance
of non-employee options and warrants, excluding the amortization referred to in
the preceding paragraph amounted to $145,000 for the six months ended September
30, 2004 (none in 2003). The Black Scholes Valuation Model requires the use of
subjective estimates. Management estimated the future volatility and the risk
free rate of return for issuances during the three months ended September 30,
2004 at 360% and 3.0%, respectively.

Including these fiscal 2005 issuances, the Company has non-employee options and
warrants outstanding to acquire 16,136,829 shares of common stock at exercise
prices ranging from $0.07 to $5.00. The weighted average exercise price is
$0.31. These options and warrants expire, as follows: 528,982 in 2005; 3,075,000
in 2006; 756,018 in 2007; 7,990,695 in 2008; and, 3,786,134 in 2009.

                                       12
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

3. STOCKHOLDERS' EQUITY (continued)

                       ISSUANCES OF EMPLOYEE STOCK OPTIONS

During the six months ended September 30, 2004, the Company granted stock
options to acquire 1,975,000 shares of common stock to employees under the
Company's 2004 Incentive Stock Plan. The employees exercised 1,347,000 of the
options prior to September 30, 2004. These options are exercisable for a period
of one year at 90% of the lowest trading market price on the date of exercise.
As a result of this provision, these options while outstanding, and any further
options issued under this particular Plan (up to the 5,000,000 shares
authorized), will be accounted for using "variable plan" accounting. Under
variable plan accounting, as applied to these options, the initial intrinsic
value, plus future increases in the intrinsic value of the options is recorded
as compensation expense periodically, until such options are exercised. During
the six months ended September 30, 2004, the Company recorded $39,015 as
"variable plan" compensation expense.

The Company also has 10,000,000 employee stock options outstanding under a
former plan that provides for "fixed plan" accounting. That is, both the number
of shares and exercise price were known and fixed on the respective dates of
grant. Exercise prices of these options range from $0.10 to $2.00. The weighted
average exercise price is $1.06. These options expire as follows: 2,000,000 in
2006; 1,000,000 in 2008; and, 7,000,000 in 2010.

Pro forma Stock-Based Compensation Information:

The following table reflects supplemental financial information related to
stock-based employee compensation for the six months ended September 30, 2004
and 2003, as required by Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation - Transition and Disclosure:

                                                       2004            2003
                                                   ------------    ------------
Loss applicable to common stockholders,
  as reported                                      $ (2,371,196)   $ (1,731,786)
                                                   ============    ============
Stock-based compensation, as reported              $ (1,047,554)   $ (1,319,700)
                                                   ============    ============
Stock-based compensation under fair
  value method                                     $ (2,858,845)   $ (1,109,971)
                                                   ============    ============
Pro-forma loss applicable to common
  stockholders under fair value method             $ (4,182,487)   $ (1,522,057)
                                                   ============    ============

Loss applicable to common stockholders
  per share, as reported                           $      (0.03)   $      (0.03)
                                                   ============    ============
Pro-forma loss applicable to common
  stockholders per share under
  fair value method                                $      (0.04)   $      (0.03)
                                                   ============    ============

                                       13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

3. STOCKHOLDERS' EQUITY (continued)

                          NUTMEG SUBSCRIPTION AGREEMENT

On May 20, 2004, the Company executed a Subscription Agreement with The Nutmeg
Group, L. L. C., a U. S. Virgin Islands limited liability company, for the sale
of common stock and warrants. The aggregate selling price was $1,750,000
(increased on July 23, 2004 to $1,850,000) to be received in four traunches as
follows: (1) $400,000 by May 20, 2004 (net proceeds of $320,000 were received
for 3,457,217 shares and warrants to acquire 1,728,600 shares of common stock);
(2) $600,000 by June 4, 2004 (net proceeds of $530,000 were received for
3,289,474 share of common stock and warrants to acquire 1,644,737 shares of
common stock); (3) $100,000 on July 23, 2004 (net proceeds of $100,000 were
received for 825,593 shares of common stock and warrants to acquire 412,797
shares of common stock); and, (4) $750,000, at the option of the Company, within
five (5) days of the date that a Registration Statement covering the underlying
securities in this agreement is declared effective by the U. S. Securities and
Exchange Commission. The number of shares issued and/or to be issued is stated
to be equal to the purchase price divided by the lesser of a) $0.20 per share;
b) 57% of the average closing bid price for the Company's common stock on the
two trading days prior to the closing of the respective traunche; or c) 57% of
the average closing bid price for the Company's common stock on the two (2)
trading days prior to the date on which the Registration Statement covering the
underlying shares in this agreement is declared effective by the U. S.
Securities and Exchange Commission. The proceeds from this transaction have been
classified as stock settlement liability in the accompanying condensed balance
sheets.

The Warrants will expire on December 31, 2008. The Warrant's exercise price will
be at 125% of 57% of the average closing bid price for Common Stock on the two
(2) trading days immediately prior to the filing of a Registration Statement
covering the underlying stock in this agreement with the U. S. Securities and
Exchange Commission.

The Company filed the Registration Statement on July 23, 2004 and an Amended
Registration Statement on November 4, 2004. If the Registration Statement is not
declared effective within 120 days of the initial filing, the Company will owe
Nutmeg a penalty equal to 1% of the amount invested by Nutmeg. Further, the
Company is liable for an additional penalty of 1% for each additional 30 day
period that the Registration Statement is not declared effective. Through
September 1, 2005, the Company accrued a penalty of $99,000 related to the
registration statement not being declared effective.

There can be no assurances that the Registration Statement will be declared
effective by the Securities and Exchange Commission. There are no other funding
commitments as of this date.

                                       14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

3. STOCKHOLDERS' EQUITY (continued)

                                 PREFERRED STOCK

The Company has Series A Preferred Stock ($.001 par value, 24.2194 shares issued
and outstanding) and Series B Preferred Stock ($.001 par value, 31 shares issued
and outstanding). As of September 30, 2004 the redemption and carrying values of
the Series A Preferred Stock is $278,530. Series A Preferred Stock was issued in
connection with a unit offering in August 2003. As of September 30, 2004, the
redemption and carrying values of the Series B Preferred Stock is $356,500.
Series B Preferred Stock was issued in connection with a unit offering in three
traunches between November 2003 and January 2004.

For purposes of this classification, the proceeds from the respective offerings
were allocated between the underling units offered, which, in each instance were
preferred stock and warrants to acquire common stock, based upon their relative
fair values. Such allocation requires the Company to compute an effective
conversion price on the convertible security (the preferred stock in this
instance) using the allocated proceeds. Effective conversion prices lower than
prevailing market prices result in a beneficial conversion feature, which
requires accounting recognition under Generally Accepted Accounting Principles.
The following table reflects the details of these allocations:

<TABLE>
<CAPTION>
                                                            Preferred
                                                              Stock              Warrants            Proceeds
                                                       ------------------  -------------------  ------------------
<S>                                                    <C>                 <C>                  <C>
Series A Preferred Stock:
     Initial allocation                                $          197,525  $           150,975  $          348,500
                                                                           ===================  ==================
     Beneficial conversion feature included in
          additional paid-in capital                             (145,997)
                                                       ------------------
     Initial carrying value of the preferred stock     $           51,528
                                                       ==================

Series B Preferred Stock:
     Initial allocation                                $          133,853  $           176,147  $          310,000
                                                                           ===================  ==================
     Beneficial conversion feature included in
          additional paid-in capital                             (133,853)
                                                       ------------------
     Initial carrying value of the preferred stock     $               --
                                                       ==================
</TABLE>

Following the initial allocations, the preferred stock is accreted over the
redemption period to its redemption amount through periodic charges to
accumulated earnings ($116,214) during the six month period ended September 30,
2004). Such accretions, along with preferred stock dividends are treated as
increases in net loss applicable to common stockholders for purposes of
calculating net loss per common share.

                                       15
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

3. STOCKHOLDERS' EQUITY (continued)

REDEMPTION OF WARRANTS

On March 24, 2004, the Company executed a Securities Purchase Agreement with
Spartan Securities Group, Ltd. whereby the Company purchased 232,528 Warrants
previously issued to Spartan as compensation on the sale of the Company's 9%
Series A Preferred Stock issue. The Company completed this transaction with the
payment of an aggregate $76,744 to Spartan in April 2004 ($50,000) and May 2004
($26,744). The payment was treated as a charge to paid-in capital during the
three months ended September 30, 2004.

4. COMMITMENTS AND CONTINGENCIES

LITIGATION

AdZone is a party to a lawsuit filed against it by R. C. Auletta and Co., Inc.
(Auletta), which was filed during 2001. Auletta is seeking fees in the amount of
approximately $32,000 for services which were allegedly performed after the
expiration of a contract for consulting services between AdZone and Auletta. A
judgment in the amount of $34,692, including interest, was entered against the
Company during Fiscal 2004. The Company executed a settlement agreement whereby
the judgment will be retired as follows: $5,000 cash upon execution of the
settlement agreement and $1,000 per month, commencing December 15, 2003, until
the judgment is paid in full. In prior periods, the Company has accrued, and
charged to operations, all costs associated with this transaction. No further
effect on the financial condition of the Company should occur on this matter. As
of September 30, 2004 the balance due on this judgment is $20,692

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 has been made
in the accompanying financial statements.

DEBT IN DEFAULT

The Company continues to carry indebtedness of $50,000 that is in default and
$166,783 that is being serviced in accordance with the original terms and
conditions. Creditors of debt in default have not and are not expected to demand
current payment, although they have the right to do so. Principal and interest
payment terms on indebtedness are not expected to require significant amounts of
cash in the near term. In addition, the Company has no commitments or plans to
incur any additional indebtedness.

                                       16
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

4. COMMITMENTS AND CONTINGENCIES (continued)

BALTIC VENTURES AGREEMENT

On April 30, 2004, the Company executed an Engagement Agreement with Baltic
Ventures, LLC, a New York limited liability company, (Baltic) to provide advice
and representation for strategic opportunities including Mergers, Joint
Ventures, Acquisitions and other business matters and to advise and represent
the Company after such assessment to close a transaction or acquisition after
approval by the Company as soon as reasonably possible. This agreement is valid
through January 31, 2005 and is renewable at the option of either party. For
compensation, the Company issued 25,000 shares of common stock registered on
Form S-8 to each of Baltic's principals, Jeffrey Hale and Terry Kent. Further,
the Company issued 200,000 shares of unregistered, restricted common stock to
Baltic. In the event that Baltic terminates the contract during the initial
term, the 200,000 shares must be returned to the Company. Additionally, the
Company must issue Warrants to purchase up to 1,000,000 shares of the Company's
common stock, exercisable for a two (2) year period, at an exercise price of
$1.00 per share. As compensation for any consummated transaction, the Company is
liable to pay Baltic a commission of 10% of the closing transaction value and
Warrants to purchase up to 1,000,000 shares of the Company's common stock at the
quoted closing price of the Company's common stock on the date of closing with a
term of two (2) years from the closing date. Further, the Company shall
reimburse Baltic for all reasonable out-of-pocket expenses upon approval by the
Company. Additionally, the Company shall furnish Baltic a computer system, if
requested, with a value of not more than $2,500.

THE JUSTICE FUND/SENTICORE AGREEMENT

On September 9, 2004, the Company entered into a Distribution Agreement (the
"Agreement") with Senticore, Inc. and The Justice Fund (the "Counterparties")
that provides the Counterparties exclusive distribution rights to the Company's
proprietary Internet monitoring technologies on the continents of Asia and South
America. The Agreement provides for an initial non-refundable fee to the Company
of $300,000. The contract contains three one-year renewal options, at the
discretion of the Counterparties, with a maximum revenue potential of $2.25
million. The contract provides the Company with marketing and additional
services for distribution of the Company's products internationally. It also
provides access to additional legal services supporting the Company's
anti-piracy efforts. On October 13, 2004, the Agreement was modified to provide
for payment of the initial fee in the form of equity securities of the
Counterparties. The officers of the Company have announced that such equity
securities will be distributed to shareholders of the Company on a record date
to be determined.

Any fees received under the Agreement in advance of rendering services or
delivering products will be deferred and amortized over the Agreement term. Any
fees received in the form of equity securities will be recorded at the fair
values of the securities on the dates received.

                                       17
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

5. RESTATEMENTS

The accompanying quarterly financial statements have been restated to reflect
adjustments related to (i) the recognition of a derivative financial instrument
indexed to and potentially settled in the Company's own stock as a liability
(versus common equity) and a charge or credit to earnings for the change in the
fair value of that liability, (ii) accounting for the allocation of unit
offering proceeds to warrants and beneficial conversion features, (iii) the
reclassification of deferred stock-based compensation from an asset (prepaid
expenses) to a reduction in stockholders' equity and (iv) the effects on opening
equity related to restatements to the March 31, 2004 balances as discussed in
Note C to March 31, 2004 Form 10-KSB/A Amendment No. 2 dated July 13, 2005.

The following table reflects net loss, loss applicable to common stockholders
and loss per common share as originally reported and as restated for the three
and six months ended September 30, 2004:

                                       18
<PAGE>

                              ADZONE RESEARCH, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                        UNAUDITED CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                              As Originally
                                                Reported                       Restatement           As Restated
                                           ------------------              ------------------    ------------------
<S>                                        <C>                             <C>                   <C>
ASSETS

Current Assets:
   Cash                                    $          721,581              $               --    $          721,581
   Account receivable                                 157,378                              --               157,378
   Prepaid consulting fees                            477,890  (3)                   (477,890)                   --
   Other prepaid expenses                              27,635                                                27,635
                                           ------------------              ------------------    ------------------
Total current assets                                1,384,484                        (477,890)              906,594

   Property and equipment, net                         19,893                              --                19,893
   Other assets                                        13,245                              --                13,245
                                           ------------------              ------------------    ------------------
Total assets                               $        1,417,622              $         (477,890)   $          939,732
                                           ==================              ==================    ==================

LIABILITIES AND STOCKHOLDERS
(DEFICIENCY) EQUITY

Current liabilities:
   Accounts payable:                       $          121,044              $               --    $          121,044
   Accrued compensation                                40,000                              --                40,000
   Current notes payable                               50,506                              --                50,506
   Stock settlement liability                              --  (1)                  1,500,000             1,500,000
                                           ------------------              ------------------    ------------------
Total current liabilities                             211,550                       1,500,000             1,711,550

   Notes payable                                      166,783                              --               166,783

Stockholders' (deficit) equity:
   Preferred stock                                    177,625  (2)                    457,405               635,030
   Common stock                                        83,217                              --                83,217
   Common stock to be issued                          374,600  (3)                   (329,600)               45,000
   Additional paid-in capital                       7,517,872  (1,3,4,5)              480,329             7,998,201
   Accumulated deficit                             (6,795,910) (1,2,4)             (2,871,374)           (9,667,284)
   Deferred employee stock-based
     compensation                                    (285,350) (5)                    285,350                    --
   Other stockholders' equity                         (32,765)                             --               (32,765)
                                           ------------------              ------------------    ------------------
Total stockholders' (deficit) equity                1,039,289                      (1,977,890)             (938,601)
                                           ------------------              ------------------    ------------------
Total liabilities and stockholders'
   (deficit) equity                        $        1,417,622              $         (477,890)   $          939,732
                                           ==================              ==================    ==================
</TABLE>

                                       19
<PAGE>

                              ADZONE RESEARCH, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                   UNAUDITED CONDENSED STATEMENT OF OPERATIONS
                       SIX MONTHS ENDED SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                               As Originally
                                                  Reported               Adjustments           As Restated
                                             ----------------         ----------------      ----------------
<S>                                          <C>                      <C>                   <C>
Net revenues                                 $        150,000         $             --      $        150,000
                                             ----------------         ----------------      ----------------

Operating costs and expenses:
   Cost of contract revenues                           42,000                       --                42,000
   Consulting and professional
     Services                                         912,205                       --               912,205
   Salaries and related                               757,481                       --               757,481
   General and administrative                         252,062                       --               252,062
   Depreciation and amortization                        3,881                       --                 3,881
                                             ----------------         ----------------      ----------------
                                                    1,967,629                       --             1,967,629
                                             ----------------         ----------------      ----------------
                                                   (1,817,629)                      --            (1,817,629)

Derivative loss                                            -- (1)             (550,000)             (550,000)
Other income (expense), net                            (3,567)                      --                (3,567)
                                             ----------------         ----------------      ----------------
Net Loss                                     $      1,821,196         $       (550,000)     $     (2,371,196)
                                             ================         ================      ================

Reconciliation of net loss to loss
 applicable to common shareholders:
     Net loss                                $     (1,821,196)        $             --      $     (2,371,196)
     Preferred stock accretions                       (58,456)(2)              (57,758)             (116,214)
     Preferred stock dividends paid                   (50,340)                      --               (50,340)
                                             ----------------         ----------------      ----------------
     Loss applicable to common
       stockholders                          $     (1,929,992)        $        (57,758      $     (2,537,750)
                                             ================         ================      ================

Loss per common share:
   Basic and diluted loss per
     common share                            $          (0.03)        $             --      $          (0.03)
                                             ----------------         ----------------      ----------------
Weighted average common shares,
   basic and diluted                               76,836,416                       --            76,863,416
                                             ================         ================      ================
</TABLE>

                                       20
<PAGE>

                              ADZONE RESEARCH, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                   UNAUDITED CONDENSED STATEMENT OF OPERATIONS
                      THREE MONTHS ENDED SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                               As Originally
                                                  Reported               Adjustments           As Restated
                                             ----------------         ----------------      ----------------
<S>                                          <C>                      <C>                   <C>
Net revenues                                 $        100,000         $             --      $        100,000
                                             ----------------         ----------------      ----------------

Operating costs and expenses:
   Cost of contract revenues                           32,000                       --                32,000
   Consulting and professional
     services                                         346,834                       --               346,834
   Salaries and related                               345,440                       --               345,440
   General and administrative                         173,143                       --               173,143
   Depreciation and amortization                        1,941                       --                 1,941
                                             ----------------         ----------------      ----------------
                                                      899,358                       --               899,358
                                             ----------------         ----------------      ----------------
Loss from operations                                 (799,358)                      --              (799,358)

Derivative loss                                            -- (1)             (370,000)             (370,000)
Other income (expense), net                            (1,787)                      --                (1,787)
                                             ----------------         ----------------      ----------------
Net loss                                     $       (801,145)        $       (370,000)     $     (1,171,145)
                                             ================         ================      ================

Reconciliation of net loss to loss
 applicable to common shareholders:

   Net loss                                  $       (801,145)        $       (370,000)     $     (1,171,145)
   Preferred stock dividends
     and accretions                                   (65,597)(2)               27,692               (37,905)
                                             ----------------         ----------------      ----------------
   Loss applicable to common
     Stockholders                            $       (866,742)        $       (342,308)     $     (1,209,050)
                                             ================         ================      ================

Loss per common share:
   Basic and diluted loss per
     common share                            $          (0.01)        $          (0.01)     $          (0.02)
                                             ----------------         ----------------      ----------------
Weighted average common shares,
   basic and diluted                               80,970,752                       --            80,970,752
                                             ================         ================      ================
</TABLE>

                                       21
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

5. RESTATEMENTS continued:

(1) In connection with the Nutmeg Subscription Agreement, a commitment was made
to issue stock valued at $1,000,000 at such time as a registration statement is
filed. The ultimate number of common shares to be issued is not readily
determinable at this time. In accordance with EITF 00-19 "Accounting for
Derivative Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock", if the value of the ultimate settlement of the liability is
undeterminable, the proceeds should be recorded as a stock settlement liability
until such time as the transaction is ultimately settled. The initial stock
settlement liability should be measured at fair value, with changes in fair
value reported in earnings and disclosed in the financial statements as long as
the contracts remain classified as a liability. This adjustment has been
recorded in the accompanying condensed financial statements.

(2) During the year ended March 31, 2004, the Company sold preferred stock with
warrants to acquire the Company's common stock in two separate offerings. The
proceeds from these unit offerings were not properly allocated to (i) the
warrants and (ii) the beneficial conversion features underlying the convertible
preferred stock. Additionally, the discount to the carrying value of the
preferred stock was not accreted to retained earnings. The adjustment to
allocate the proceeds among the warrants and the beneficial conversion feature,
as well as the accretion of the discount to the carrying value over the period
from the sale of the preferred stock through the first contractual date that the
preferred stock is able to be converted has been recorded in the accompanying
financial statements.

(3) During the six months ended September 30, 2004, the Company issued certain
stock options and warrants to non-employees for past and future services (See
Note 3). Those issuances related to future services will be amortized over the
contractual performance period as a charge to operations and credit to
stockholders' equity. These amounts had previously been recorded as an asset
(prepaid expense) in the balance sheet. The adjustment o reclassify such
deferred amounts to a reduction in stockholders' equity has been recorded in the
accompanying condensed financial statements.

(4) Certain restatements of errors were made to the Company's March 31, 2004
financial statements as originally filed, and a Form 10-KSB/A Amendment No. 2
dated July 13, 2005 was reissued. The effects on opening stockholders' equity
related to these restatements has been recorded in the accompanying condensed
financial statements.

(5) Certain amounts in the condensed financial statements as of and for the
three and six months ended September 30, 2004 have been reclassified. This
reclassification includes the elimination of deferred compensation from
stockholders' equity and a reduction of paid-in capital related to stock-based
compensation to employees for future service periods (See Note 3).

                                       22
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The discussion in this document contains trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve risks and uncertainties, such as statements concerning
growth and future operating results; developments in markets and strategic
focus; new products and product technologies; and future economic, business, and
regulatory conditions. Such forward-looking statements are generally accompanied
by words such as "plan", "estimate", "expect", "believe", "should", "would",
"could", "anticipate", "may" and other words that convey uncertainty of future
events or outcomes. These forward-looking statements and other statements made
elsewhere in this report are made in reliance on the Private Securities
Litigation Reform Act of 1995. The section below entitled "Certain Factors That
May Affect Future Results, Financial Condition and Market Price of Securities"
sets forth material factors that could cause actual results to differ materially
from these statements.

RESULTS OF OPERATIONS
Six Months Ended SEPTEMBER 31, 2004 and SEPTEMBER 31, 2003

Revenues: Revenues for the six months ended September 30, 2004 amounted to
$150,000, compared to $64,094 for the six months ended September 30, 2003.
Current period revenues are derived from a $150,000 firm, fixed-price contract
(including a $50,000 option that was exercised) with the U.S. Department of
Defense for use of our fully automated NetGet (C) Internet decryption service.
The Company has recorded revenue on this firm-fixed price contract on a
straight-line basis, as earned, based upon the contract performance period of
six months. The straight-line basis was considered appropriate for this contract
because our deliverables, consisting solely of computer-generated activity
reports, are delivered to the customer on a daily basis over the six month
period contracted. While the Company expects future revenue producing government
contracts, no additional contracts have been executed at this date.

Cost of contract revenue: Cost of revenue for the six months ended September 30,
2004 was $42,000 compared to $60,486 for the six months ended September 30,
2003. This trend reflects the nearly fully automated process of the Company's
Net Get (C) Decryption Process. NetGet (C) was deployed for the current
Department of Defense Contract. This technology was developed to be a fully
automated, Internet-based technology that monitors customer-provided web-pages,
or URL's, for terrorist or criminal activities. The Department of Defense
provided the Company with the URL's for this contract which are monitored and
reported to the customer. Therefore, direct costs associated with this contract
are minimal. Future contracts, if any, will be contracted to the customers'
specific requirements and may require production, development, other services or
enhanced scope. As a result, any future contracts may require additional direct
resources and cost, which will be recorded as the revenues are earned.

Consulting and professional services: Consulting and professional services for
the six months ended September 30, 2004 amounted to $912,205, compared to a
$161,551 amount for the six months ended September 30, 2003. The increase was
attributable to the engagement of firms to raise capital, assist in contract
negotiation and acquisition and assist in seeking strategic merger/acquisition
candidates. During the six months ended September 30, 2004, 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 3 to the Condensed Financial Statements). There can be
no assurances that equity will be acceptable to the Company's consultants on an
extended basis.

                                       23
<PAGE>

Salaries and related: Salaries and related for the six months ended September
30, 2004 amounted to $757,481 compared to $163,224 for the six months ended
September 30, 2003. The significant increase relates to a higher head count
compared to the same period last year and the Company's officers (i) receiving
full compensation for their services based upon the Company's ability to render
such compensation in cash and (ii) the Board of Director's award of $200,000 in
bonuses to the officers for successful capital acquisition efforts; the later
provided for in the officers' employment agreements, and the exercising of
employee stock options. (Gross proceeds as of quarter ended 09/30/2004 was
$213,296)

General and administrative expenses: General and administrative expenses
amounted to $252,062 for the six months ended September 30, 2004, compared to
$197,262 for the six months ended September 30, 2003. The increase is largely
attributable to higher travel expenses. As the Company's commercial applications
come on line, general and administrative expenses will continue to increase.

Depreciation and amortization: Depreciation and amortization amounted to $3,881
for the six months ended September 30, 2004, compared to $1,088 for the six
months ended September 30, 2003.The increase 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.

Derivative loss: Derivative loss amounted to ($550,000) for the six months ended
September 30, 2004, compared to $0 for the six months ended September 30, 2003.
For the six month period ended September 30, 2004, such balance relates to
adjustments for the change in fair value of the stock settlement liability.

Other income (expense): Other income (expense) amounted to ($3,567) for the six
months ended September 30, 2004, compared to ($12,269) for the six months ended
September 30, 2003. For the six month period ended September 30, 2004, such
balance relates to interest expense on note payable, offset by a small balance
of interest income, where in the prior year the balance also included other
miscellaneous expenses.

Preferred stock dividends and accretion: Preferred stock dividends relate to the
Company's Series A and Series B Preferred Stock, each having cumulative dividend
features. The Company pays its dividends on preferred stock timely. For purposes
of computing loss attributable to common stockholders, net loss is reduced by
preferred stock dividends and accretions to the carrying values of the preferred
stock.

                                       24
<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 $(2,371,196) and used cash of $(1,093,246) in
conducting its operations. 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, 2005 are not projected to be sufficient to sustain the Company's, management
currently believes that existing cash reserves of $721,581, coupled with a
potential outstanding commitment for approximately $750,000 in connection with
the Nutmeg Subscription Agreement (see Note 3), and contract receivable will be
sufficient to fund operating deficits for a period of approximately nine to
fifteen months. Management considered the following specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

a. Management does not believe that the significant level of cash used in
operations during the six months ended September 30, 2004 ($1,093,246), is
indicative of cash flow usage during the next four fiscal quarters. Cash flow
from operations during the current quarter included two amounts, as follows,
that increased cash usage. First, a bonus of $200,000 was awarded to two
officers by the Company's Board of Directors during the first quarter, which was
the maximum amount allowable under their respective employment contracts.
Accordingly, at this time, no further officer bonuses are contemplated. Second,
the Company used cash proceeds from the Nutmeg Subscription Agreement to pay
certain current and past due accounts payable and accrued liabilities amounting
to $297,854. While payments on accounts payable and accrued expenses will
continue in the normal course of business, such payments are not expected to be
at the level reflected in the Company's first quarter operations.

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 currently has one U.S. Department of Defense contract in progress
that has receivables of $150,000 remaining as of September 30, 2004, and
proposals outstanding for six additional contracts. In addition, current
receivable includes an amount of $50,000 related to the exercise in the current
quarter of an option on the base contract. All receivables were collected
shortly after quarter close.

d. 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.

                                       25
<PAGE>

e. The Company's working capital deficiency of ($804,956) includes a stock
settlement liability of $1,500,000 that can be settled with registered equity
securities upon the effectiveness of a related registration statement. However,
obtaining an effective registration statement is presumed not to be within the
management's control. In the event that an effective registration related to
these instruments can not be obtained, management believes that it can
renegotiate the terms of the underlying instruments to provide for fulfillment
with equity securities of the Company. There can be no assurances, though, that
management would be successful in such negotiations.

f. 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, 2005, 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's ability to continue as a going concern is dependent upon the
preservation of existing cash reserves, the receipt of the final traunch of the
Nutmeg Subscription Agreement (see Note 3) and, ultimately, the achievement of
profitable operations. The financial statements do not include any adjustments
that might arise as a result of this uncertainty.

LIQUIDITY

September 30, 2004 compared to March 31, 2004

The Company has working capital deficit of ($804,956) as of September 30, 2004
compared to $235,384 as of March 31, 2004. Net working capital of $1,205,381 was
generated from financing activities during the six months ended September 30,
2004, consisting of proceeds from the Nutmeg Subscription Agreement, proceeds
from the exercise of employee stock options and the sale of common stock to
third parties. The working capital generated from these financing activities was
diminished by ($1,093,246) and ($13,351) from operating and investing activities
respectively. Operating activities during the six months ended September 30,
2004 reflected significant continuing operating losses, although there continues
to be $150,000 in accounts receivable on the current Department of Defense
contract. In addition, cash proceeds from the financing activities were used to
reduce accounts payable and accrued expenses by $297,854. Investing expenditures
related solely to upgrades in the Company's computer network.

As more fully described in Note 3 to the Condensed Financial Statements, the
Company has received a potential commitment from the Nutmeg Group for funding of
a final Traunch of $750,000, less applicable expenses (expenses were 15% of
total proceeds on the first two traunches), upon the effectiveness of the
Registration Statement filed on July 23, 2004. There can be no assurances that
the Registration Statement will be declared effective by the Securities and
Exchange Commission. There are no other funding commitments as of this date.

                                       26
<PAGE>

The Company continues to carry indebtedness of $50,000 that is in default and
$166,783 that is being serviced in accordance with the original terms and
conditions. Creditors of debt in default have not and are not expected to demand
current payment, although they have the right to do so. Principal and interest
payment terms on indebtedness are not expected to require significant amounts of
cash in the near term. In addition, the Company has no commitments or plans to
incur any additional indebtedness.

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

                                       27
<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 chief financial 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.

The Company has had discussions with the accounting staff (the "Staff") of the
SEC with respect to (1) the valuation of equity securities issued to employees
and non-employees and (2) the accounting and reporting for preferred stock that
had also included the issuance of warrants and beneficial conversion features.
After the Company's discussions with the Staff, and after the Company consulted
with its independent registered public accounting firm, the Company determined
the need to restate its annual and quarterly financial statements for fiscal
2004, and the first two quarterly financial statements for fiscal 2005.

                                       28
<PAGE>

Aidman, Piser & Company, P.A. advised AdZone that each of these internal control
deficiencies constitute 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. Management has
considered the effects of the financial statement restatements on its evaluation
of disclosure controls and procedures and has concluded that weaknesses are
present. Our chief executive officer and our chief financial officer concluded
that as of the Evaluation Date our disclosure controls and procedures were not
effective, and as of the date of the filing of this amended report, our chief
executive officer and our chief financial 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 chief financial officer, to allow
timely decisions regarding required disclosure.

We are committed to improving our financial organization. However, 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 rise to the level of a material weakness in internal control.

Management of the Company intends to promptly remediate this deficiency by:

(i) acquiring the appropriate level of internal financial support

(ii) access current developments training programs for financial employees and

(iii) provide financial employees with adequate technical resources to research
financial accounting and reporting requirements.

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.


There was no change in the Company's internal controls or in other factors that
could affect these controls during the Company's last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


                                       29
<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.

                                       30
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The securities described below represent AdZone securities sold by it for the
period starting from July 1, 2004 to September 30, 2004 that were not registered
under the Securities Act of 1933, as amended, all of which were issued by AdZone
pursuant to exemptions under the Securities Act. Underwriters were involved in
none of these transactions.

On July 2, 2004, we issued 3,289,474 shares of common stock to The Nutmeg Group,
LLC for a purchase price of $0.1824 per share, pursuant to an agreement dated
May.20, 2004.

On August 3, 2004, we issued 110,000 shares of common stock to Elizabeth McCann,
for a purchase price of $0.182 per share.

On August 31, 2004, we issued 400,000 shares of common stock to Scott H. Bokema
for a purchase price of $0.17 per share.

On September 17, 2004, we issued 825,593 shares of common stock to Arbus
Capital/Circle Group Internet LP for a purchase price of $0.1211 per share,
pursuant to an agreement dated May 20, 2004.

The issuance of the shares and the warrants 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 Investors 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.

                                       31
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 3. DEFAULTS ON SENIOR SECURITIES

NONE.

                                       32
<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.

                                       33
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

NONE.

                                       34
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

(a) Exhibits

The exhibits in the accompanying Exhibit Index are filed as part of this
Quarterly Report on Form 10-QSB/A.

                                       35
<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.                                  February 9, 2006


/s/ Charles Cardona                 Chief Executive Officer,
---------------------------         Principal Accounting Officer and Director
Charles Cardona

                                       36
<PAGE>

ADZONE RESEARCH, INC.
EXHIBIT INDEX

Exhibit


EXHIBIT
NUMBER                                 DESCRIPTION
--------------------------------------------------------------------------------
2.1   Plan and Agreement of Merger dated as of 2001 by and between Executive
        Help Services, Inc. and AdZone Research, Inc.&
3.1   Certificate of Incorporation of Executive Help Services, Inc.**
3.2   Certificate of Amendment to Certificate of Incorporation of Executive Help
        Services, Inc.**
3.2   By-Laws of Executive Help Services, Inc.**
5.1   Opinion of Counsel (filed herewith)
10.1  Consulting Agreement dated as of October 26, 2001 with Theresa A.
        Kober***
10.2  Consulting Agreement dated as of November 2, 2001 with Blanchfield, King,
        Kober & Company, P.C. +
10.3  Consulting Agreement dates as of January 1, 2002 with Communique Media
        Services International, Inc.&&
10.4  Consulting Agreement dated as of February 5, 2002 with International
        Standard Consulting Corporation +++
10.5  Consulting Agreement dated as of April 2002 with NuQuest Consulting,
        Inc.&&&
10.6  Consulting Agreement dated as of August 13, 2002 with Thomas F. Gavin.#
10.7  Employment Agreement dated February 5, 2004 with Charles Cardona.##
10.8  Employment Agreement dated as of February 5, 2004 with John Cardona.##
10.9  Systems Integration Agreement dated as of June 21 2002 with Raytheon
        Company.&&&
10.10 A-K Consulting agreements with Kyle Kennedy Dated Aug. 19, 2002 -
        May 22, 2003.#
10.11 Multimedia Web Site design contract with Jason Genet dated
        Oct. 16, 2002.###
10.12 Investment Banking Agreement with Spartan Securities dated
        Nov. 27, 2002.###
10.13 Agreement to borrow shares for stock loans dated Mar. 7, 2003.###
10.14 Joint Marketing agreement with Sarnoff Corp. dated Mar. 3, 2003.###
10.15 Warrant agreement with Tom Gavin dated Mar. 12, 2003.###
10.16 Agreement with Boeing Autometric Division dated April 2003.###
10.17 Amending Agreement - Subscription Agreement dated July 23, 2004 @
10.18 Executed Subscription Agreement dated May20, 2004.@@
10.19 Registration Rights Agreement dated as of May 20, 2004 with The Nutmeg
        Group, LLC.@@
10.20 Class C Stock Purchase Warrant dated as of May 20, 2004 issued to The
        Nutmeg Group, LLC.@@
23.1  Consent of Accountants (filed herewith)

* Incorporated by reference to Exhibit 2 to the Registrant's Report on Form 8-K
filed with the Securities and Exchange Commission on September 21, 2001.

** Incorporated by reference to the same exhibit number in the Registrant's Form
10SB12G filed with the Securities and Exchange Commission on December 30, 1999.

*** Incorporated by reference to Exhibit 101 to the Registrant's Form S-8 filed
with the Securities and Exchange Commission on December 13, 2001.

+ Incorporated by reference to Exhibit 10.2 to the Registrant's Form S-8 filed
with the Securities and Exchange Commission on December 13, 2001.

++ Incorporated by reference to Exhibit 10.1 to the Registrant's Form S-8 filed
with the Securities and Exchange Commission on January 28, 2002.

+++ Incorporated by reference to Exhibit 10.1 to the Registrant's Form S-8 filed
with the Securities and Exchange Commission on February 21, 2002.

& Incorporated by reference to the Registrant's Preliminary Information
Statement on Schedule 14C, as amended, filed with the Securities and Exchange
Commission on April 18, 2001.

&& Incorporated by reference to the Registrant's registration statement on Form
S-8 filed with the Securities and Exchange Commission on January 28, 2002.

&&& Incorporated by reference to the Registrant's annual report on Form 10-KSB
for the year ended March 31, 2002 filed with the Securities and Exchange
Commission on July 15, 2002.

# Incorporated by reference to the Registrant's quarterly report on Form 10-QSB
for the quarter ended December 31, 2002 filed with the Securities and Exchange
Commission on February 19, 2003.

## Incorporated by reference to the Registrant's annual report on Form 10-KSB
for the year ended March 31, 2004 filed with the Securities and Exchange
Commission on July 9, 2004.

### Incorporated by reference to the Registrant's annual report on Form 10-KSB/A
for the year ended March 31, 2003 filed with the Securities and Exchange
Commission on July 21, 2003.

@ Incorporated by reference to the Registrant's registration statement on Form
S-2 filed with the Securities and Exchange Commission on July 23, 2004.

@@ Incorporated by reference to the Registrant's current report on Form 8-K
filed with the Securities and Exchange Commission on May 27, 2004.


                                       37