UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

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


(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934.

    For the quarterly period ended September 30, 2003

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

--------------------------------------------------------------------------------
                         Commission File Number: 0-28717


                              AdZone Research, Inc.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                                88-0420405
(State of incorporation)                                (IRS Employer ID Number)

              4062-80 Grumman Boulevard, Calverton, New York 11933
                    (Address of principal executive offices)

                                 (631) 369-1100
                           (Issuer's telephone number)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 6, 2003: 67,772,795

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

              Form 10-QSB for the Quarter ended September 30, 2003

                                Table of Contents


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1  Financial Statements                                               3

   Item 2  Management's Discussion and Analysis or Plan of Operation         36

   Item 3  Controls and Procedures                                           39

PART II - OTHER INFORMATION

   Item 1  Legal Proceedings                                                 40

   Item 2  Changes in Securities                                             40

   Item 3  Defaults Upon Senior Securities                                   40

   Item 4  Submission of Matters to a Vote of Security Holders               40

   Item 5  Other Information                                                 40

   Item 6  Exhibits and Reports on Form 8-K                                  40

SIGNATURES                                                                   40

                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                              ADZONE RESEARCH, INC.
                          (a development stage company)
                                 BALANCE SHEETS
                           September 30, 2003 and 2002

                                   (UNAUDITED)

                                                  September 30,    September 30,
                                                     2003              2002
                                                   ---------         ---------
                                     ASSETS
CURRENT ASSETS
   Cash on hand and in bank                        $ 119,252         $   1,760
   Accounts receivable - trade                        24,969                --
   Prepaid expenses and other                         17,625            35,225
                                                   ---------         ---------

     TOTAL CURRENT ASSETS                            161,846            36,985
                                                   ---------         ---------

PROPERTY AND EQUIPMENT - AT COST                      60,860            60,752
   Accumulated depreciation                          (51,808)          (40,725)
                                                   ---------         ---------

     NET PROPERTY AND EQUIPMENT                        9,052            20,027
                                                   ---------         ---------

OTHER ASSETS
   Restricted cash - Dividend payment escrow          31,365                --
   Other                                              48,090               389
                                                   ---------         ---------

     TOTAL OTHER ASSETS                               79,455               389
                                                   ---------         ---------

TOTAL ASSETS                                       $ 250,353         $  57,401
                                                   =========         =========

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

                                       3
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                           BALANCE SHEETS - CONTINUED
                           September 30, 2003 and 2002

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          September 30,       September 30,
                                                              2003                2002
                                                           -----------         -----------
<S>                                                        <C>                 <C>
                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Notes payable                                           $   206,175         $    65,958
   Accounts payable - trade                                    214,144             165,173
   Accrued interest payable                                      2,794               1,398
   Accrued dividends payable                                     2,005                  --
   Advances from officers                                           --               2,724
   Accrued officer compensation                                250,257             386,040
                                                           -----------         -----------

TOTAL LIABILITIES                                              675,375             621,293
                                                           -----------         -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
   Preferred stock - $0.001 par value
    20,000,000 shares authorized
    Series A - 9.0% Convertible 36.85 and
    -0- shares issued and outstanding                               --                  --
   Common stock - $0.001 par value
    100,000,000 shares authorized
    67,772,795 and 35,993,128 shares
    issued and outstanding, respectively                        67,773              35,993
   Additional paid-in capital                                3,019,127           1,942,843
   Deficit accumulated during the development stage         (3,476,657)         (2,542,728)
                                                           -----------         -----------
                                                              (389,757)           (563,892)
   Stock subscription receivable                               (33,050)                 --
   Treasury stock - at cost                                     (2,215)                 --
                                                           -----------         -----------
TOTAL SHAREHOLDERS' EQUITY                                    (425,022)           (563,892)
                                                           -----------         -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $   250,353         $    57,401
                                                           ===========         ===========
</TABLE>

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

                                       4
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
           Six and Three months ended September 30, 2003 and 2002 and
  Period from February 28, 2000 (date of inception) through September 30, 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                         Period from
                                                                                                      February 28, 2000
                                       Six months       Six months     Three months    Three months   (date of inception)
                                         ended            ended           ended           ended            through
                                      September 30,    September 30,   September 30,   September 30,    September 30,
                                          2003             2002            2003            2002             2003
                                       -----------     -----------     -----------     -----------      -----------
<S>                                    <C>             <C>             <C>             <C>              <C>
REVENUES                               $    64,094     $        --     $    24,969     $        --      $   148,100
                                       -----------     -----------     -----------     -----------      -----------
PRODUCTION EXPENSES
  Salaries, wages and related costs        122,705          19,796         100,548          19,796          691,612
  Direct occupancy and operating
   expenses                                 59,022          26,966          41,183          20,664          317,648
  Depreciation                               1,464           7,084             732           3,542           42,781
                                       -----------     -----------     -----------     -----------      -----------
    Total production expenses              183,191          53,846         142,463          44,002        1,052,041
                                       -----------     -----------     -----------     -----------      -----------
GROSS PROFIT                              (119,097)        (53,846)       (117,494)        (44,002)        (903,941)
                                       -----------     -----------     -----------     -----------      -----------
OPERATING EXPENSES
  Selling and marketing costs
   Salaries, wages and related costs            --              --              --              --          326,458
    Direct occupancy and operating
     expenses                                   --          23,857              --           7,592          337,457
  General and administrative costs
    Officers compensation                   28,150         117,108          13,000          39,321          646,360
    Other general and administrative
     expenses                              279,017         221,307         226,660         156,077        1,076,907
  Compensation expense related to
   common stock issuances at
   less than "fair value"                       --          12,087              --          12,087          102,150
  Depreciation                               1,088           1,309             544             655           13,052
                                       -----------     -----------     -----------     -----------      -----------
    Total operating expenses               308,255         375,668         240,204         215,732        2,502,384
                                       -----------     -----------     -----------     -----------      -----------

LOSS FROM OPERATIONS                      (427,352)       (429,514)       (357,698)       (259,734)      (3,406,325)
OTHER INCOME (EXPENSE)                     (12,269)         (5,719)         (4,881)         (3,524)         (68,327)
                                       -----------     -----------     -----------     -----------      -----------

NET LOSS                                  (439,621)       (435,233)       (362,579)       (263,258)      (3,474,652)
OTHER COMPREHENSIVE LOSS                        --              --              --              --               --
                                       -----------     -----------     -----------     -----------      -----------

COMPREHENSIVE LOSS                     $  (439,621)    $  (435,233)    $  (362,579)    $  (263,258)     $(3,474,652)
                                       ===========     ===========     ===========     ===========      ===========
</TABLE>
   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
           Six and Three months ended September 30, 2003 and 2002 and
  Period from February 28, 2000 (date of inception) through September 30, 2003

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                          Period from
                                                                                                       February 28, 2000
                                         Six months      Six months     Three months    Three months   (date of inception)
                                           ended           ended           ended           ended            through
                                        September 30,   September 30,   September 30,   September 30,    September 30,
                                            2003            2002            2003            2002             2003
                                         -----------    -----------     -----------     -----------      -----------
<S>                                      <C>            <C>             <C>             <C>              <C>
COMPREHENSIVE LOSS                       $ (439,621)     $ (435,233)     $ (362,579)     $ (263,258)     $ (3,474,652)
                                         ==========      ==========      ==========      ==========      ============
Net loss per weighted-average share
 of common stock outstanding, computed
 on Net Loss - basic and fully diluted   $    (0.01)     $    (0.01)     $    (0.01)     $    (0.01)     $      (0.11)
                                         ==========      ==========      ==========      ==========      ============
Weighted-average number of shares of
 common stock outstanding - basic and
 fully diluted                           53,473,954      30,363,929      61,782,346      32,820,139        31,446,158
                                         ==========      ==========      ==========      ==========      ============
</TABLE>

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

                                       6
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                           through September 30, 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                  Deficit
                                                                                accumulated
                                          Common Stock          Additional        in the           Stock
                                     ---------------------        paid-in       development     subscription
                                     Shares         Amount        capital          stage         receivable        Total
                                     ------         ------        -------          -----         ----------        -----
<S>                                <C>          <C>            <C>             <C>               <C>           <C>
INITIAL CAPITALIZATION
FEBRUARY 28, 2000                         170    $       150    $        --     $        --       $      --     $       150
Effect of September 10, 2000
 125,000 for 1 forward stock
 split and change to $0.001
 par value from no par value       21,249,830         21,100        (21,100)             --              --              --

February 29, 2000 private
 placement of common stock                 30      1,000,000             --              --        (600,000)        400,000
Effect of September 10, 2000
 125,000 for 1 forward stock
 split and change to $0.001
 par value from no par value        3,749,970       (996,250)       996,250              --              --              --
Less costs of raising capital              --             --        (12,500)             --              --         (12,500)

Net loss for the period                    --             --             --         (35,822)             --         (35,822)
                                   ----------    -----------    -----------     -----------       ---------     -----------

BALANCES AT MARCH 31,2000          25,000,000         25,000        962,650         (35,822)       (600,000)        351,828

Cash received on stock
 subscription receivable                   --             --             --              --         600,000         600,000

November 30, 2000 private
 placement of common stock            666,665            667        289,333              --              --         290,000
Less costs and expenses of
 raising capital                           --             --       (188,500)             --              --        (188,500)

Common stock issued for:
 Costs and expenses of raising
  capital                             400,000            400        175,600              --              --         176,000
 Prepaid interest on loan             250,000            250         31,000              --              --          31,250
 Employee wages and bonuses         1,095,000          1,095         64,605              --              --          65,700
 Officer bonus                        500,000            500         29,500              --              --          30,000
 Professional services                107,000            107          6,313              --              --           6,420

Net loss for the year                      --             --             --      (1,460,043)             --      (1,460,043)
                                   ----------    -----------    -----------     -----------       ---------     -----------
BALANCES AT MARCH 31, 2001
 PRE-ACQUISITION                   28,018,665    $    28,019    $ 1,370,501     $(1,495,865)      $      --     $   (97,345)

Conversion of AdZone Interactive,
 Inc. common stock to AdZone
 Research, Inc. common stock      (10,018,643)       (10,019)        10,019              --              --              --

Effect of reverse merger with
 AdZone Research, Inc.              5,346,000          5,346         (5,346)             --              --              --
                                   ----------    -----------    -----------     -----------       ---------     -----------
BALANCES AT MARCH 31, 2001
 POST ACQUISITION                  23,346,022         23,346      1,375,174      (1,495,865)             --         (97,345)
                                   ==========    ===========    ===========     ===========       =========     ===========
</TABLE>
                                  - CONTINUED -

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

                                       7
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONTINUED
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                           through September 30, 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              Deficit
                                                                            accumulated
                                          Common Stock        Additional      in the          Stock
                                     ---------------------      paid-in     development    subscription
                                     Shares         Amount      capital        stage        receivable        Total
                                     ------         ------      -------        -----        ----------        -----
<S>                                <C>          <C>          <C>           <C>              <C>           <C>
BALANCES AT MARCH 31, 2001
 POST ACQUISITION                   23,346,022      23,346      1,375,174     (1,495,865)          --        (97,345)

Issuance of common stock for
 Conversion of short-term debt         360,000         360         21,240             --           --         21,600
 Cash                                  744,442         744         39,656             --           --         40,400
 Lawsuit settlement                    500,000         500         19,500             --           --         20,000
 Consulting and Legal fees and
  services                           1,531,666       1,532        115,668             --           --        117,200

Net loss for the year                       --          --             --       (611,630)          --       (611,630)
                                   -----------    --------    -----------    -----------     --------      ---------

BALANCES AT MARCH 31, 2002          26,482,130      26,482      1,571,238     (2,107,495)          --       (509,775)

Issuance of common stock for
  Cash                               2,413,334       2,413        103,587             --           --        106,000
  Exercise of granted options        9,350,000       9,350        211,950             --      (14,800)       206,500
  Directors fees                       160,000         160          8,140             --           --          8,300
  Employee compensation              5,790,000       5,790         98,860             --           --        104,650
  Professional services              5,900,998       5,901        257,467             --           --        263,368

Net loss for the year                       --          --             --       (927,536)          --       (927,536)
                                   -----------    --------    -----------    -----------     --------      ---------

BALANCES AT MARCH 31, 2003          50,096,462      50,096      2,251,242     (3,035,031)     (14,800)      (748,493)

Issuance of common stock for
  Cash                               1,030,000       1,030         25,070             --      (15,000)        11,100
  Exercise of granted options          925,000         925         36,325             --       (3,250)        34,000
  Employee compensation                500,000         500          7,500             --           --          8,000
  Professional services                652,000         652         18,948             --           --         19,600

Net loss for the quarter                    --          --             --        (77,042)          --        (77,042)
                                   -----------    --------    -----------    -----------     --------      ---------

BALANCES AT JUNE 30, 2003           53,203,462    $ 53,203    $ 2,339,085    $(3,112,073)    $(33,050)     $(752,835)

Issuance of common stock for
  Cash                                  39,333          39          2,461             --           --          2,500
  Employee compensation             13,465,000      13,466        289,896             --           --        303,362
  Professional services              1,065,000       1,065         39,185             --           --         40,250

Net loss for the quarter                    --          --             --       (362,579)          --       (362,579)
                                   -----------    --------    -----------    -----------     --------      ---------

BALANCES AT SEPTEMBER 30, 2003      67,772,795    $ 67,773    $ 2,670,627    $(3,474,652)    $(33,050)     $(769,302)
                                   ===========    ========    ===========    ===========     ========      =========
</TABLE>
   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
   The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONTINUED
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                           through September 30, 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              Deficit
                                                                            accumulated
                                        Preferred Stock       Additional      in the          Stock
                                     ---------------------      paid-in     development    subscription
                                     Shares         Amount      capital        stage        receivable        Total
                                     ------         ------      -------        -----        ----------        -----
<S>                                <C>          <C>          <C>           <C>              <C>           <C>
Issuance of preferred stock for
 Cash                                 36.85            --        348,500             --           --        348,500

Accrued dividends                        --            --             --         (2,005)          --         (2,005)
                                   --------      --------    -----------    -----------     --------      ---------
Balance September 30, 2003                                     3,019,127     (3,476,657)          --       (422,807)
                                                             ===========    ===========     ========      =========

TREASURY STOCK - AT COST                                                                                  $  (2,215)
                                                                                                          =========
</TABLE>

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

                                       9
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
                Six months ended September 30, 2003 and 2002 and
  Period from February 28, 2000 (date of inception) through September 30, 2003

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                Period from
                                                                                             February 28, 2000
                                                             Six months        Six months   (date of inception)
                                                               ended             ended            through
                                                            September 30,     September 30,     September 30,
                                                                2003              2002              2003
                                                             -----------       -----------       -----------
<S>                                                          <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                    $  (439,621)      $  (435,233)      $(3,474,652)
  Adjustments to reconcile net loss to
   net cash provided by operating activities
    Depreciation and amortization                                  2,552             8,393            55,833
    Loss on disposition of equipment                                  --                --            15,816
    Compensation expense related to common
     stock issuances at less than "fair value"                        --            12,087           102,150
    Common stock issued for
     Salaries, wages and bonuses, professional
      fees, directors fees, interest expense
      and lawsuit settlement                                     226,537           168,086           764,800
    (Increase) Decrease in
      Accounts receivable - trade                                (24,969)            1,801           (24,969)
      Deposits and other assets                                  (47,700)               --           (48,090)
    Increase (Decrease) in
      Accounts payable and accrued liabilities                    83,804            43,775           295,102
      Accrued officers compensation                                   --           117,108           570,360
      Accrued interest payable                                       280               320             2,794
                                                             -----------       -----------       -----------

NET CASH USED IN OPERATING ACTIVITIES                           (199,117)          (83,663)       (1,740,856)
                                                             -----------       -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in restricted cash - dividend escrow account          (31,365)               --           (31,365)
  Cash paid to purchase property and equipment                        --                --           (85,385)
  Cash received on disposition of equipment                           --                --             5,900
                                                             -----------       -----------       -----------

NET CASH USED IN INVESTING ACTIVITIES                            (31,365)               --          (112,066)
                                                             -----------       -----------       -----------
</TABLE>

                                  - CONTINUED -

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

                                       10
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)
                      STATEMENTS OF CASH FLOWS - CONTINUED
                Six months ended September 30, 2003 and 2002 and
  Period from February 28, 2000 (date of inception) through September 30, 2003

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        Period from
                                                                                     February 28, 2000
                                                     Six months        Six months   (date of inception)
                                                       ended             ended            through
                                                    September 30,     September 30,     September 30,
                                                        2003              2002              2003
                                                     -----------       -----------       -----------
<S>                                                  <C>               <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Net cash activity on officer advances                 (34,774)         (11,970)               --
  Cash paid to acquire treasury stock                    (2,215)              --            (2,215)
  Principal received from notes payable                 140,217               --           211,817
  Sale of common stock                                   47,600           97,893         1,596,750
  Sale of Series A Convertible Preferred Stock          269,661               --           269,661
  Cash paid for costs and expenses
   related to raising capital                           (78,839)              --          (103,839)
                                                    -----------        ---------       -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES               341,650           85,923         1,972,174
                                                    -----------        ---------       -----------

INCREASE (DECREASE) IN CASH                             111,168            1,760           119,252

Cash at beginning of period                               8,084               --                --
                                                    -----------        ---------       -----------

CASH AT END OF PERIOD                               $   119,252        $   1,760       $   119,252
                                                    ===========        =========       ===========
SUPPLEMENTAL DISCLOSURE OF
INTEREST AND INCOME TAXES PAID
  Interest paid for the period                      $     2,239        $   1,649       $     4,766
                                                    ===========        =========       ===========
  Income taxes paid for the period                  $        --        $      --       $        --
                                                    ===========        =========       ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Common stock issued for prepaid interest          $        --        $      --       $    31,250
                                                    ===========        =========       ===========
  Common stock issued in repayment of
   short-term debt                                  $        --        $      --       $    21,600
                                                    ===========        =========       ===========
  Common stock issued for prepaid
   consulting fees                                  $        --        $      --       $    28,000
                                                    ===========        =========       ===========
  Common stock issued in partial payment
   of accrued officers compensation                 $   320,103        $      --       $   385,103
                                                    ===========        =========       ===========
</TABLE>

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

                                       11
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

AdZone Research,  Inc. (Company) was incorporated on May 31, 1994 under the laws
of the State of  Delaware  as  Executive  Help  Services,  Inc.  The Company was
initially  formed for the purpose of  developing an internet web site that would
offer  professional  space planning and design,  pricing  information and direct
ordering of modular office furniture systems.

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,022  shares of  restricted,  unregistered
common stock for 100.0% of the issued and outstanding common stock of AdZone and
effected a merger of the two entities with the Company being the surviving legal
entity. Concurrent with this transaction, the Company changed its corporate name
to AdZone Research, Inc.

AdZone Interactive,  Inc. (AdZone) was initially  incorporated as Web-AdNet.com.
Inc.  under the laws of the State of New York on February 28, 2000.  The Company
was formed to extract various data elements through the monitoring and review of
internet  websites   developed  and  maintained  by  independent  third  parties
worldwide. These extracted data elements are then used to provide various market
research  statistics  and other focused  information  as guided by the Company's
clientele.

The Company's business plan has not been fully implemented and, accordingly, has
not fully commenced operations. The Company has had no substantial operations or
substantial  assets since  inception and is considered to be in the  development
stage.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
a year-end of March 31.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended March
31, 2003. The information  presented within these interim  financial  statements
may not  include  all  disclosures  required by  generally  accepted  accounting
principles and the users of financial  information  provided for interim periods
should refer to the annual  financial  information  and footnotes when reviewing
the interim financial results presented herein.

                                       12
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE B - PREPARATION OF FINANCIAL STATEMENTS - CONTINUED

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending March 31, 2004.

NOTE C - GOING CONCERN UNCERTAINTY

The Company is engaged in the  extraction of various data  elements  through the
monitoring  and  review  of  internet  websites   developed  and  maintained  by
independent third parties worldwide. These extracted data elements are then used
to provide various market research  statistics and other focused  information as
guided by the Company's clientele.

The events  which  occurred on  September  11,  2001,  and  subsequent  thereto,
generated,  and  continue to  generate,  additional  interest  in the  Company's
internet data mining  research  capabilities  for  potential  private and public
sector  clients.  Management  continues  to maintain the belief that the Company
will be able to acquire various  contracts to provide  research  information for
various private and public sector purposes.

On May 27, 2003, the Company  received an initial $50,000  contract from a major
United States defense  contractor to provide  support  services  related to that
entity's provision of services for Homeland Security issues. Subsequent thereto,
the Company has received  additional  supplemental  increases to this  contract;
however, as of September 30, 2003, the Company has only one source of revenue.

The Company remains in the  development  stage,  has focused  principally on the
refinement and  maintenance of its proprietary  software and providing  services
pursuant to the May 27, 2003 contract.  Due to cash flow shortages,  the Company
continues to pursue various revenue and capital sources.

The Company is principally on additional private placements of equity securities
to provide sufficient working capital to maintain the integrity of the corporate
entity.

Because of the Company's lack of operations,  the Company's future  continuance,
for the  foreseeable  future,  will be fully dependent on either future sales of
equity  securities  and/or  advances or loans from  significant  stockholders or
corporate  officers  to  provide  sufficient  working  capital to  preserve  the
integrity of the corporate entity during the development phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.

                                       13
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

   For Statement of Cash Flows purposes,  the Company considers all cash on hand
   and in banks, including accounts in book overdraft positions, certificates of
   deposit and other  highly-liquid  investments with maturities of three months
   or less, when purchased, to be cash and cash equivalents.

2. Accounts receivable and revenue recognition

   In the normal course of business,  the Company periodically extends unsecured
   credit to  repetitive  customers  which are  located  throughout  the  United
   States.  Because of the credit  risk  involved,  management  will  provide an
   allowance  for  doubtful  accounts  which will reflect its opinion of amounts
   which  will  eventually  become  uncollectible.  In  the  event  of  complete
   non-performance,  the maximum  exposure to the Company is the recorded amount
   of  trade  accounts  receivable  shown  on the  balance  sheet at the date of
   non-performance.

   Revenue is recognized pro-rata over the term of the respective  corresponding
   agreement to provide  research  services  and  information  to the  Company's
   customers.

3. Property, plant and equipment

   Property and  equipment  are  recorded at  historical  cost.  These costs are
   depreciated  over  the  estimated  useful  lives  of the  individual  assets,
   generally 3 years for computer  equipment and 5 to 7 years for other tangible
   equipment and office furniture and fixtures, using the straight-line method.

   Gains and losses from disposition of property and equipment are recognized as
   incurred and are included in operations.

4. Organization costs

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

5. Production, Research and development expenses

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

6. Advertising expenses

   Advertising and marketing expenses are charged to operations as incurred.

                                       14
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

7. Income taxes

   The Company  utilizes the asset and liability method of accounting for income
   taxes.  At September  30, 2003 and 2002,  the deferred tax asset and deferred
   tax liability accounts, as recorded when material, are entirely the result of
   temporary differences.

   Temporary  differences represent differences in the recognition of assets and
   liabilities for tax and financial reporting purposes,  primarily  accumulated
   depreciation  and  amortization.  As of  September  30,  2003 and  2002,  the
   deferred tax asset is related  solely to the  Company's  net  operating  loss
   carryforward and is fully reserved.

8. Loss per share

   Basic earnings (loss) per share is computed by dividing the net income (loss)
   by the  weighted-average  number of shares of common  stock and common  stock
   equivalents  (primarily  outstanding  options  and  warrants).  Common  stock
   equivalents  represent  the  dilutive  effect of the assumed  exercise of the
   outstanding stock options and warrants,  using the treasury stock method. The
   calculation of fully diluted  earnings  (loss) per share assumes the dilutive
   effect of the  exercise of  outstanding  options  and  warrants at either the
   beginning  of the  respective  period  presented  or the  date  of  issuance,
   whichever is later.  As of  September  30, 2003 and 2002,  respectively,  the
   Company's outstanding stock options are deemed to be anti-dilutive due to the
   Company's net operating loss position.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

NOTE F - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at September 30, 2003 and 2002:

                                  Sept. 30, 2003  Sept. 30, 2002  Estimated life
                                  --------------  --------------  --------------
     Computer equipment              $ 50,856        $ 50,748        3 years
     Office furniture and other
      equipment                        10,004          10,004        7 years
                                     --------        --------
                                       60,860          60,752
     Less accumulated depreciation    (51,808)        (40,725)
                                     --------        --------

     Net property and equipment      $  9,052        $ 20,027
                                     ========        ========

Depreciation  expense for the six months ended  September  30, 2003 and 2002 and
the period from February 28, 2000 (date of inception) through September 30, 2003
was $2,552, $8,393, and $55,833, respectively.

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE G - NOTES PAYABLE
                                                   September 30,   September 30,
                                                      2003             2002
                                                      ----             ----
$50,000   installment   note   payable   to   an
 individual.  Interest imputed at 15.0% and paid
 in advance with the issuance of 250,000  shares
 of restricted, unregistered common stock to the
 lender.  Payable  in  monthly  installments  of
 $1,000  commencing  September  1, 2001 and each
 successive month until paid in full.  Scheduled
 payments  are in default at March 31,  2002 and
 the entire amount is classified as "current" in
 the    accompanying    financial    statements.
 Unsecured.                                          $ 50,000         $50,000

$15,958  promissory  note payable to a law firm.
 Interest  at 9.0%.  Payable in full on June 30,
 2001.  Scheduled  payments  are in  default  at
 March  31,  2002  and  the  entire   amount  is
 classified  as  "current"  in the  accompanying
 financial statements. Secured by 150,000 shares
 of common  stock owned by the  Company's  Chief
 Operating Officer.                                    15,958          15,958

Various  loan  agreements  aggregating  $140,217
 payable to an Indiana corporation.  Interest at
 the Prime Rate (as defined) plus 1.0%;  plus an
 origination  fee equal to 1.0% of the  advanced
 principal. Maturity on the first anniversary of
 each  respective  principal  advance.  Interest
 payable   quarterly  for  the  preceding  three
 months on April 1, 2003, July 1, 2003,  October
 1, 2003 and  January 1, 2004.  All  accrued and
 unpaid  interest  due  at  principal  maturity.
 Secured by a pledge of common  stock  valued at
 the  equivalent  of 2.13  times the  respective
 principal advance as registered in the names of
 Charles Cardona and John Cardona, the Company's
 CEO and former President, respectively.              140,217              --
                                                     --------         -------

                                                     $206,175         $65,958
                                                     ========         =======

NOTE H - ADVANCES FROM OFFICERS

The Company's officers, in prior periods, advanced various monies to the Company
under formal  unsecured note documents  bearing  interest at 10.0%. The advances
were repayable in aggregate  monthly amounts of  approximately  $370. Due to the
nature of the debt and irregular payment history, these advances were classified
as "current" in the accompanying financial statements.  During the quarter ended
June 30, 2003, all open advances were repaid in full.

                                       16
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE I - OFFICER COMPENSATION

In August  2001,  the Company  entered  into an  employment  agreement  with Mr.
Charles Cardona  (CCardona),  which  superseded a prior  agreement,  under which
CCardona will serve as the Company's Chief Executive  Officer through August 31,
2004.  Under his agreement,  CCardona was/is entitled to base salary at the rate
of $141,000 during the balance of the 2001 calendar year;  $151,000 for the 2002
calendar  year; $161,000 for the 2003 calendar year; and at the rate of $208,000
for the 2004 calendar  year. In addition,  CCardona may be awarded,  at the sole
discretion of the Board of Directors of the Company,  a bonus of $15,000  during
each quarter of his  employment  and a bonus of $25,000 at the conclusion of the
2002 calendar year.  CCardona may also receive a $100,000 cash bonus and 250,000
shares  of  common  stock  of  the  Company  if  the  Company   reaches   annual
profitability. Under his employment agreement, CCardona will also receive 10% of
sales revenues generated through his efforts.  Additional bonuses are payable as
follows:  (i) 0.5% of prior year's revenues;  (ii) 3.5% of prior year's profits;
(iii)  3.75% of the first $3 million in growth in market  capitalization  during
any year; and (iv) 1.75% of any growth in market  capitalization over $3 million
during  any year.  CCardona  was also  granted an option to  purchase  1,000,000
shares of the Company's common stock  exercisable at $0.10 per share for 5 years
after the date of grant.  In the event  CCardona's  employment is  involuntarily
terminated,  he will be entitled  to receive an amount  equal to three times his
annual salary in effect during the year in which such termination occurred.

In August 2001, the Company  entered into an employment  agreement with Mr. John
Cardona (JCARDONA), which superseded a prior agreement, JCARDONA agreed to serve
as the Company's  President  through August 31, 2004.  Under his agreement,  the
Company  agreed to pay JCARDONA  base salary at the rate of $141,000  during the
balance of the 2001 calendar year; $151,000 for the 2002 calendar year; $161,000
for the 2003  calendar  year;  and at the rate of $208,000 for the 2004 calendar
year. In addition,  the agreement provided that Mr. Cardona could be awarded, at
the sole discretion of the Board of Directors of the Company, a bonus of $15,000
during each quarter of his  employment  and a bonus of $25,000 at the conclusion
of the 2002 calendar  year.  JCARDONA was also entitled to a $100,000 cash bonus
and 250,000 shares of common stock of the Company if the Company achieved annual
profitability.  Under his  agreement,  JCARDONA is also  entitled to  additional
bonuses  payable as follows:  (i) 0.5% of prior year's (ii) 3.5% of prior year's
profits;  (iii) 3.75% of the first $3 million in growth in market capitalization
during a previous  year;  and (iv) 1.75% of any growth in market  capitalization
over $3 million during a previous year.

JCARDONA  was also  granted  an  option  to  purchase  1,000,000  shares  of the
Company's common stock exercisable at $0.10 per share for 5 years after the date
of grant.  JCARDONA  terminated his employment with the Company in June 2002 but
had remained as a consultant to the Company.

In August 2003, the Company  entered into an employment  agreement with Mr. John
Cardona  (JCARDONA),  under which  JCARDONA  will serve as the  company's  Chief
Operating Officer and Sales Manager  responsible for the Commercial  Advertising
Data segment of the  business.  Under his  agreement,  JCARDONA is entitled to a
base annual salary of $161,000  during the balance of the 2003 calendar year and
an annual salary of $208,000 for the 2004 calendar year.  The employment  period
ends on August 31, 2004. In addition, the agreement provided that JCARDONA could
be awarded,  at the sole discretion of the Board of Directors of the Company,  a
bonus of $15,000 during each quarter of his employment and a bonus of $25,000 at
the  conclusion  of the 2004  calendar  year.  JCARDONA  was also  entitled to a
$100,000  cash bonus and  250,000  shares of common  stock of the Company if the
Company achieved annual  profitability.  Under his agreement,  JCARDONA was also
entitled  to  receive  10% of sales  revenues  generated  through  his  efforts.
Additional  bonuses are payable as follows:  (i) 0.5% of prior year's  revenues;
(ii) 3.5% of prior year's profits; (iii) 3.75% of the first $3 million in growth
in market capitalization during a previous year; and (iv) 1.75% of any growth in
market  capitalization over $3 million during a previous year. JCardona was also
granted an option to purchase  1,000,000  shares of the  Company's  common stock
exercisable at $0.10 per share for 5 years after the date of grant. In the event
JCardona's  employment  is  involuntarily  terminated,  he will be  entitled  to
receive an amount  equal to three times his annual  salary in effect  during the
year in which such termination occurred.

                (Remainder of this page left blank intentionally)

                                       17
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE I - OFFICER COMPENSATION - CONTINUED

In March 2003,  the Company  entered into an  employment  agreement  with Daniel
Wasserman to serve as its  Executive  Vice  President  and Managing  Director of
Global Defense Group for a 12-month period.  Under his agreement,  Mr. Wasserman
received a salary of $175,000 per year,  commencing  upon closing of a paid sale
or completed financing of $1,000,000 or more. Until such time, the Company shall
pay  Employee  an interim  salary  beginning  at $550 per week.  The salary will
increase  by $1000 per month upon the first paid sale of $50,000 or more made by
the employee.  The salary will then  increase by an  additional  $1500 per month
upon each paid sale of $100,000 or more made by the  employee.  These  increases
will  continue  until the standard  base salary of $175,000 per year is reached.
This  salary is  independent  of any  commission,  which may be earned and paid.
Should the  employee  reach  $1,200,000  in paid  sales by the end of 2003,  the
employee will be entitled to full base salary of $175,000 for the entire year of
2003,  any back  portion  of which is  unpaid  at that  time will be paid to the
employee within 30 days. This provision is in addition to any commission,  which
is due. Mr.  Wasserman also received a contract signing bonus of 450,000 shares.
The  company  shall  pay the  employee  a  bonus  of  100,000  shares  upon  the
contracting of a sale of $1,000,000 or more. The employee shall be entitled to 4
weeks paid vacation,  plus 10 holiday days off per year. Unused vacation will be
paid at the end of the year.  Medical  benefits will be paid by the company once
the board begins coverage for the employee. The Company shall pay the employee a
cash bonus of $175,000  should sales exceed  $3,000,000 for the calendar year of
2003.  This bonus shall be paid  proportionally  as sales revenues are received.
The employee  shall receive 1.5 % of the first  $1,000,000 of contract  value as
paid on each contract brought in by employee. The employee shall receive 2.5% of
contract  values  above  $1,000,000  as  paid  on each  contract  brought  in by
employee.  Additional  compensation for consulting  contracts brought in will be
negotiated on a case by case basis.  This commission shall be payable when funds
are received by the company and shall be paid to the employee  regardless of the
salary status.  There shall be an additional sales commission bonus of 1% on any
$ 500,000 plus sale closed prior to July 4, 2003.  Should a multi year  contract
be closed,  this bonus  shall apply to first year value  only.  This  commission
bonus shall be paid as the money is received by AdZone.

As of September 30, 2003 and 2002, total  cumulative  amounts unpaid under these
agreements are as follows:

                                                   September 30,   September 30,
                                                      2003             2002
                                                      ----             ----

     Officer compensation                           $250,257         $386,040
                                                    ========         ========

Future amounts due under employment agreements are approximately:

                                                   Year ending
                                                    March 31,          Amount
                                                    ---------          ------

                                                      2004            $172,750
                                                      2005             156,000
                                                                      --------
                                                                      $328,750
                                                                      ========

                                       18
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - INCOME TAXES

The  components  of  income  tax  (benefit)  expense  for the six  months  ended
September  30, 2003 and 2002 and for the period from  February 28, 2000 (date of
inception) through September 30, 2003, respectively, are as follows:

                                                             Period from
                                                          February 28, 2000
                         Six months        Six months    (date of inception)
                            ended             ended            through
                        September 30,     September 30,     September 30,
                            2003              2002              2003
                          --------          --------          --------
     Federal:
       Current            $     --          $     --          $     --
       Deferred                 --                --                --
                          --------          --------          --------
                                --                --                --
                          --------          --------          --------
     State:
       Current                  --                --                --
       Deferred                 --                --                --
                          --------          --------          --------
                                --                --                --
                          --------          --------          --------

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

As of September 30, 2003, the Company has a net operating loss  carryforward  of
approximately  $2,750,000 to offset future  taxable  income.  Subject to current
regulations,  this  carryforward  will  begin to expire in 2020.  The amount and
availability  of  the  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.

The Company's  income tax expense for each of the six months ended September 30,
2003 and 2002 and for the period  from  February  28,  2000 (date of  inception)
through  September 30, 2003,  respectively,  differed from the statutory federal
rate of 34 percent as follows:

                                                                 Period from
                                                              February 28, 2000
                                 Six months     Six months   (date of inception)
                                    ended          ended           through
                                September 30,  September 30,    September 30,
                                    2003           2002             2003
                                  --------       --------         --------
Statutory rate applied to loss
 before income taxes             $(149,000)     $(148,000)      $(1,181,000)
Increase (decrease) in income
 taxes resulting from:
 State income taxes                     --             --                --
 Other, including reserve for
  deferred tax asset               149,000        148,000         1,181,000
                                 ---------      ---------       -----------

      Income tax expense         $      --      $      --       $        --
                                 =========      =========       ===========

                                       19
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - INCOME TAXES - CONTINUED

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of September 30, 2003 and 2002:

                                              September 30,        September 30,
                                                  2003                 2002
                                               -----------          -----------
Deferred tax assets
  Net operating loss carryforwards             $ 1,180,000          $   865,000
  Less valuation allowance                      (1,180,000)            (865,000)
                                               -----------          -----------

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

During the six months  ended  September  30, 2003 and 2002,  the reserve for the
deferred  current tax asset  increased by  approximately  $149,000 and $148,000,
respectively.

NOTE K - COMMON STOCK TRANSACTIONS

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,022  shares of  restricted,  unregistered
common stock for 100.0% of the issued and outstanding common stock of AdZone and
effected a merger of the two entities with the Company being the surviving legal
entity. Concurrent with this transaction, the Company changed its corporate name
to AdZone Research, Inc.

During Fiscal 2003 and 2002,  the Company  issued  approximately  25,364,332 and
3,136,108   shares  of  common  stock,   in  both   registered  and  restricted,
unregistered form.

On January 28,  2002,  February  21, 2002 and March 26, 2003 (as  amended),  the
Company filed separate Registration  Statements on Form S-8 registering 538,665,
303,000 and 17,100,000 shares of common stock respectively.

The  following  table  recaps the status of each of the  Company's  Registration
Statements on Form S-8:

                                    Cumulative      Cumulative
                                     number of       number of       Remaining
                                      shares          shares           to be
                                    registered        issued          issued
                                    ----------        ------          ------
Filing dated 1/28/02                   538,665         459,998         78,667
Filing dated 2/21/02                   303,000         171,000        132,000
Filing dated 3/26/03 (as amended)   17,100,000      11,889,000      5,211,000


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

The following table presents the various  categories for stock issuances  during
Fiscal 2002 and 2003:

<TABLE>
<CAPTION>
                                            Registered         Restricted             Total
                                            ----------         ----------             -----
<S>                                       <C>               <C>                 <C>
Balances at March 31, 2001                   5,346,000         18,000,022          23,346,022
  Cash                                              --            744,442             744,442
  Conversion of short-term loans                    --            360,000             360,000
  Consulting and Legal services                681,666             25,000             706,666
  Lawsuit settlement                                --            500,000             500,000
  Legal services                                    --            170,000             170,000
  Operating expenses                                --            405,000             405,000
  Personnel compensation                            --            250,000             250,000
                                           -----------        -----------         -----------

Balances at March 31, 2002                   6,027,666         20,454,464          26,482,130
  Cash                                              --          2,413,334           2,413,334
  Consulting and Legal services             12,258,332          2,982,666          15,240,998
  Directors fees                                    --            160,000             160,000
  Operating expenses                                --             10,000              10,000
  Personnel compensation                            --          5,790,000           5,790,000
  Reclassifications per Rule 144(k)         20,454,464        (20,454,464)                 --
                                           -----------        -----------         -----------

Balances at March 31, 2003                  38,740,462         11,356,000          50,096,462
  Cash                                              --          1,030,000           1,030,000
  Consulting and Legal services              1,075,000            502,000           1,577,000
  Personnel compensation                            --            500,000             500,000
                                           -----------        -----------         -----------

Balances at June 30, 2003                   39,815,462         13,388,000          53,203,462
  Cash                                              --             39,333              39,333
  Consulting and Legal services                     --          1,065,000           1,065,000
  Personnel compensation                            --         13,465,000          13,465,000
                                           -----------        -----------         -----------
Balances at September 30, 2003              39,815,462         27,957,333          67,772,795
                                           ===========        ===========         ===========
</TABLE>

In each instance where the agreed-upon value of the Company's common stock, when
issued,  and/or the value of the services rendered or the cash received was less
than the "fair  value" of the  Company's  common  stock,  as  determined  by the
discounted closing quoted closing price of the Company's securities as quoted on
the OTC Bulletin Board,  the Company  recognized a non-cash charge to operations
for the difference.

                (Remainder of this page left blank intentionally)

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

The  following  tables  recap the  Company's  stock  issuances,  by  purpose  or
function,  for each of the Fiscal  Years  ended  March 31, 2002 and 2003 and the
period from April 1, 2003 through June 30, 2003, respectively:

                        FISCAL YEAR ENDED MARCH 31, 2002

Issuances pursuant to an exemption from registration pursuant to Section 4(2)

<TABLE>
<CAPTION>
 Date of                                             Number     Proceeds or      Excess
  Issue          Issuee                            of Shares    Valuation      Fair Value
  -----          ------                            ---------    ---------      ----------
<S>        <C>                                     <C>          <C>           <C>
Cash
8/22/2001   Seth Blumenthal                         100,000      $  7,000      $     --
8/29/2001   Suzanne Tryphonos                         1,666           100            --
10/11/2001  Thomas Clemens                           33,333         2,000            --
10/11/2001  Gerard Stankewicz                        33,333         2,000            --
10/11/2001  Barbara Welker                           10,000           600            --
10/11/2001  Marcia Strada                            10,000           600            --
10/22/2001  Colleen Strada                           10,000           600            --
10/31/2001  Kenneth Ullman                          444,444        20,000            --
12/18/2001  Gerard Stankewicz                        16,666         2,000           500
1/22/2002   Ruth Makofske                            85,000         5,000            --
                                                   --------      --------      --------
                                                    744,442      $ 39,900      $    500
                                                   ========      ========      ========
Conversion of short-term loans (1)
8/10/2001   Barbara Welker                          166,667      $ 10,000      $     --
8/10/2001   Charles Blanchfield                      83,333         5,000            --
8/10/2001   Thomas Clemens                           50,000         3,000            --
8/10/2001   Marilyn Hyman                            33,333         2,000            --
8/10/2001   Joe Mortimer                             16,667         1,000            --
8/10/2001   Suzanne Tryphonos                        10,000           600            --
                                                   --------      --------      --------
                                                    360,000      $ 21,600      $     --
                                                   ========      ========      ========
Consulting and Legal services
11/29/2001  Seth Blumenthal                          25,000      $  1,000      $    250
                                                   ========      ========      ========

Lawsuit settlement (2)
9/9/2001    Competitive Media Reporting, LLC.       500,000      $ 20,000      $     --
                                                   ========      ========      ========

Legal services (3)
12/28/2001  Warren Hamburger                        120,000      $  7,200      $     --
3/7/2002    Warren Hamburger                         50,000         2,500            --
                                                   --------      --------      --------
                                                    170,000      $  9,700      $     --
                                                   ========      ========      ========
Operating expenses
1/29/2002   Jeffrey Halbirt (4)                     200,000      $ 14,000      $     --
1/29/2002   Terry Nield (4)                         200,000        14,000            --
3/14/2002   Sheldon Katz (5)                          5,000           250            --
                                                   --------      --------      --------
                                                    405,000      $ 28,250      $     --
                                                   ========      ========      ========
Personnel compensation
3/24/2002   Daniel Wasserman (6)                    250,000      $ 15,000      $     --
                                                   ========      ========      ========
</TABLE>

                                       22
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

(1) - Between April 1, 2001 and August 10, 2001,  AdZone received  approximately
$21,600 in cash proceeds for the sale of restricted,  unregistered  common stock
of  Executive  Help  Services,  Inc. to be issued  concurrent  with the business
combination date at a rate of $0.06 per share.
(2) - In  September  2001,  the Company  issued  500,000  shares of  restricted,
unregistered  common stock to an unrelated  company in settlement of a breach of
contract and  non-competition  agreement between the Company's President and the
President's former employer.
(3) - Mr. Hamburger is a member of the Company's Board of Directors
(4) - Mr. Halbirt and Mr. Nield were previously  officers  and/or  affiliates of
the Company prior to the reverse acquisition business combination between AdZone
Research, Inc. (formerly Executive Help Services,  Inc.) and AdZone Interactive,
Inc.
(5) - Issued in  payment  of late fees  incurred  on the lease of the  Company's
former executive offices in Riverhead, New York.
(6) - Issued  pursuant to an  employment  contract for services as the Company's
Vice President for Contract Procurement in lieu of cash compensation

Issuances pursuant to Registration Statement(s) filed on Form(s) S-8
     with the U. S. Securities and Exchange Commission

 Date of                                  Number       Proceeds or      Excess
  Issue          Issuee                 of Shares      Valuation      Fair Value
  -----          ------                 ---------      ---------      ----------
Consulting services
12/13/2001  Charles Blanchfield (7)        40,000       $  4,000        $   --
12/13/2001  Robert King (7)                40,000          4,000            --
12/13/2001  Thomas Kober (7)               40,000          4,000            --
12/13/2001  Theresa Kober (7)             300,000         18,000            --
1/29/2002   Leonard Braumberger (8)       133,333         16,000            --
3/1/2002    Leonard Braumberger (8)        53,333          8,000            --
2/21/2002   Dave Grandy (9)                75,000          9,000            --
                                         --------       --------        ------
                                          681,666       $ 63,000        $   --
                                         ========       ========        ======

(7) - Issued to various professionals,  some of whom were existing shareholders,
providing legal and accounting services to the Company under one-year contracts.
(8) - Issued to Mr.  Braumberger  and/or  Communique  Media  Services,  Inc.  of
Blaine, Washington, an unrelated entity, to provide web development services and
maintain the Company's corporate internet web site for a fee of $8,000 per month
payable in shares as registered on a Form S-8 filing.
(9) - Issued to Mr. Grandy and/or International  Standard Consulting Corporation
of  Vancouver,  British  Columbia,  Canada,  an  unrelated  entity,  to  provide
strategic business and technology  development  consulting services for a fee of
$4,500 per month payable in shares as registered on a Form S-8 filing.


                (Remainder of this page left blank intentionally)

                                       23
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

                        FISCAL YEAR ENDED MARCH 31, 2003

Issuances pursuant to an exemption from registration pursuant to Section 4(2)

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
Cash
5/15/02     B&G Holding Co.                       75,000      $    5,000      $   --
6/6/02      Eleanor Garrett                      300,000          15,000          --
6/6/02      Warren Hamburger (10)                200,000          10,000          --
6/24/02     Kevin Messina                        375,000          15,000          --
7/19/02     Scott Bolkema                        700,000          35,000          --
10/8/02     Carl Washwick                        333,334          10,000          --
11/18/02    Joshua Blumenthal                     50,000          10,000          --
3/21/02     Eleanor Garrett                      140,000           2,000          --
3/21/03     Warren Hamburger (10)                140,000           2,000          --
3/31/03     Warren Hamburger (10)                100,000           2,000          --
                                              ----------      ----------      ------
                                               2,413,334      $  106,000      $   --
                                              ==========      ==========      ======
Consulting and Legal Services
8/2/02      Jack Kratoville (11)                  20,000      $    1,200      $   --
8/5/02      Keith Peters (12)                     50,000           5,000          --
9/7/02      Keith Peters (12)                     50,000           5,000          --
9/7/02      Dag Finn Sjoen (11/18)                10,000             250          --
9/20/02     Suzanne Tryphonos (13)                16,666             333          --
10/2/02     Warren Hamburger (10/14)             100,000           2,000          --
10/4/02     Kathleen Kenney (14)                  25,000             500          --
10/9/02     Jason Genet (15)                   1,200,000          36,000          --
10/11/02    First American Ventures (16)         500,000          12,500          --
10/16/02    Jason Genet (15)                      25,000             875          --
11/7/02     Arthur Metz (17)                      14,000             700          --
11/20/02    Bob Schmidt                          100,000           5,000          --
12/3/02     Arthur Metz (17)                     150,000           4,500          --
12/12/02    Robert Fitzpatrick (14)               60,000           1,200          --
1/10/03     Arthur Metz (17)                     162,000           4,860          --
2/28/03     Warren Hamburger (10/14)             210,000           4,200          --
2/28/03     Thomas Kober (17)                    100,000           3,000          --
3/21/03     Charles Blanchfield (17)             100,000           3,000          --
3/21/03     Thomas Gavin (16)                    100,000           5,000          --
                                              ----------      ----------      ------
                                               2,992,666      $   95,118      $   --
                                              ==========      ==========      ======
Directors fees
5/1/02      John Conley                           10,000      $      500      $   --
11/18/02    Jonathan White                        40,000           4,500          --
2/28/03     Russell Ivy                           10,000             300          --
2/28/03     John Conley                           50,000           1,500          --
2/28/03     Jonathan White                        50,000           1,500          --
                                              ----------      ----------      ------
                                                 160,000      $    8,300      $   --
                                              ==========      ==========      ======
</TABLE>

                                       24
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
Personnel compensation
2/28/02     Charles Cardona                    2,000,000      $   30,000       $   --
5/29/02     Valerie Cardona (19)                 150,000           4,500           --
7/9/02      Daniel Wasserman                     300,000          12,000           --
8/5/02      Elizabeth Neese                        5,000             500           --
9/20/02     Reidar Sjoen (18)                    275,000           5,500           --
10/1/02     Ursula Olivares                      250,000           5,000           --
10/7/02     Valerie Cardona (19)                 275,000           5,500           --
1/27/03     Reidar Sjoen (18)                    250,000           5,000           --
1/28/03     Thomas Madigan                        60,000             900           --
2/28/03     Thomas Madigan                        25,000             750           --
2/28/03     John Cardona                       2,000,000          30,000           --
2/28/03     Ursula Olivares                      100,000           3,000           --
2/28/03     Reidar Sjoen (18)                    100,000           2,000           --
                                              ----------      ----------       ------
                                               5,790,000      $  104,650       $   --
                                              ==========      ==========       ======
</TABLE>

(10) - Mr. Hamburger is a member of the Company's Board of Directors
(11) - Issued for various services  related to the Company's  relocation of it's
corporate offices.
(12) - Issued for general business advisory services.
(13) - Issued for general office and clerical services
(14) - Issued for legal services.
(15) - Issued for Website development, updates and maintenance.
(16) - Issued for various investor and public relations services.
(17)  -  Issued  for  accounting,  bookkeeping  and  other  financial  reporting
services.
(18) - Mr. Dag Finn Sjoen is the father of Mr. Reidar Sjoen,  an employee of the
Company.
(19) - Ms. Cardona is the mother of Charles Cardona, the Company's Chairman, and
John Cardona, the Company's former President of the Company

Issuances pursuant to Registration Statement(s) filed on Form(s) S-8
     with the U. S. Securities and Exchange Commission

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
                          Common stock directly issued
Consulting and Legal services
4/3/02      Leonard Braumberger (8)              53,333        $ 8,000        $    --
4/10/02     Dave Grandy (9)                      30,000          4,500             --
5/7/02      Leonard Braumberger (8)              53,333          8,000             --
5/7/02      Dave Grandy (9)                      30,000          4,500             --
6/6/02      Leonard Braumberger (8)              53,333          8,000             --
6/6/02      Dave Grandy (9)                      18,000          4,500             --
7/1/02      Leonard Braumberger (8)              53,333          8,000             --
7/1/02      Dave Grandy (9)                      18,000          4,500             --
8/19/02     Tyler Byrd (12)                     400,000         24,000             --
8/19/02     Thomas Gavin (16)                   175,000         10,500             --
9/7/02      Thomas Gavin (16)                   140,000          7,000             --
</TABLE>

                                       25
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

Issuances pursuant to Registration Statement(s) filed on Form(s) S-8
     with the U. S. Securities and Exchange Commission - Continued

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
                          Common stock directly issued
Consulting and Legal services - continued
9/20/02     Charles Blanchfield (17)            233,333           9,333              --
9/20/02     Robert King (17)                    233,333           9,333              --
9/20/02     Thomas Kober (17)                   233,334           9,334              --
10/4/02     Robert Fitzpatrick (14)             100,000           3,000              --
10/7/02     Jason Genet (15)                    400,000           8,000           8,000
10/9/02     Leonard Braumberger (8)              60,000           8,000              --
1/1/03      Thomas Gavin (17)                   306,000          15,300              --
1/10/03     John Calcagni (14)                  168,000           4,200              --
3/27/03     Hank Zemla (12)                     150,000           2,250              --
                                             ----------      ----------      ----------
                                              2,908,332      $  160,250      $    8,000
                                             ==========      ==========      ==========
</TABLE>

       Common stock issued pursuant to the granting of options to purchase

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
Consulting and Legal services
8/19/02     Kyle Kennedy (20)                  500,000      $   18,000      $   12,000
10/7/02     Kyle Kennedy (20)                  250,000           2,500           5,000
10/16/02    Kyle Kennedy (20)                1,000,000          15,000          20,000
11/12/02    Kyle Kennedy (20)                  200,000           3,000           3,000
11/26/02    Kyle Kennedy (20)                  300,000           4,300           2,700
12/10/02    Kyle Kennedy (20)                2,100,000          30,800          23,100
1/23/03     Kyle Kennedy (20)                1,050,000          23,100          15,750
1/28/03     Kyle Kennedy (20)                3,950,000          28,500          11,850
                                            ----------      ----------      ----------
                                             9,350,000      $  113,100      $   93,400
                                            ==========      ==========      ==========
</TABLE>

(20) - On Aug. 19, 2002 the Company  entered into a  consulting  agreement  with
Kyle Kennedy to assist the Company with business strategy,  business development
and mergers and  acquisitions.  Mr.  Kennedy's  compensation  was in the form of
options to purchase  registered  freely trading  securities at various discounts
to the then current  Market  price.  The agreement was on a month to month basis
cancellable  at 30 days notice by either  party.  Mr.  Kennedy was also formerly
affiliated  with  Spartan  Securities  Group,  Ltd. and has  represented  to the
Company that the services  provided in this agreement are separate and unique to
Spartan's efforts in capital raising.

                (Remainder of this page left blank intentionally)

                                       26
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

                        FISCAL YEAR ENDING MARCH 31, 2004

Issuances pursuant to an exemption from registration pursuant to Section 4(2)

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
Cash
4/23/03     Ruth Makofske                        500,000      $    8,000        $   --
5/5/03      Thomas Madigan                         5,000             100            --
5/13/03     Warren Hamburger                     150,000           3,000            --
6/3/03      Kevin Messina                        375,000          15,000            --
                                              ----------      ----------        ------
                                               1,030,000      $   26,100        $   --
                                              ==========      ==========        ======
Consulting and Legal Services
4/28/03     Paidoussis Olga                      200,000           3,200        $   --
4/30/03     Paul Weaver                           50,000           1,000            --
5/5/03      Jason Miller                           7,000             280            --
5/5/03      Scott Rubin                            7,000             280            --
5/5/03      Thomas Gavin                          50,000           2,000            --
5/22/03     Victor Yurkins                        25,000           1,250            --
5/23/03     Jo Ann Palminteri                      3,000              90            --
5/23/03     Elizabeth Neese                       10,000             700            --
6/5/03      Equities Magazine, LLC                50,000           4,500            --
6/5/03      Hank Zemla                           100,000           6,300            --
7/22/03     Nuquest Capital                      200,000          11,000            --
7/22/03     John Calcagni                        200,000           2,000            --
7/28/03     Charles Blanchfield                  150,000           5,250            --
7/28/03     Thomas Kober                         150,000           5,250            --
8/25/03     Warren Hamburger                     200,000           8,000            --
9/15/03     Barrow Street research                 5,000             350            --
9/5/03      Paul Weaver                           50,000           2,625            --
9/5/03      Thomas Gavin                          60,000           3,150            --
9/22/03     Paul Weaver                           50,000           2,625            --
                                              ----------      ----------        ------
                                               1,567,000          59,850        $   --
                                              ==========      ==========        ======
Employee Compensation
4/28/03     Daniel Wasserman                     500,000      $    8,000        $   --
7/22/03     John Cardona                       4,091,849          42,254            --
7/22/03     Charles Cardona                    3,908,151          40,352            --
8/25/03     Daniel Wasserman                     750,000          30,000            --
8/25/03     Thomas Madigan                       300,000          12,000            --
8/25/03     Ursula Oliveras                      200,000           8,000            --
8/25/03     Brian Mayhew                          50,000           2,000            --
8/25/03     Valerie Cardona                       25,000           1,000
8/25/03     Russell Ivy                           50,000           2,000            --
8/25/03     John Cardona                       1,500,000          60,000            --
8/25/03     Charles Cardona                    1,500,000          60,000            --
8/25/03     Chris Vita                            25,000           1,000            --
8/25/03     Reidar Sjoen                         750,000          30,000            --
8/25/03     Michael Moore                          5,000             200            --
9/9/03      Valerie Cardona                       25,000           1,375            --
9/9/03      Brian Mayhew                         110,000           6,050            --
9/19/03     John Cardona                         100,000           3,000            --
9/19/03     Charles Cardona                       50,000           2,000            --
9/19/03     Nicole Brownell                       25,000           2,125            --
                                              ----------      ----------        ------
                                              13,965,000         311,362            --
                                              ==========      ==========        ======
</TABLE>

                                       27
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE K - COMMON STOCK TRANSACTIONS - CONTINUED

Issuances pursuant to Registration Statement(s) filed on Form(s) S-8
     with the U. S. Securities and Exchange Commission

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
                          Common stock directly issued
Consulting and Legal services
5/5/03      Hank Zemla                          100,000        $  9,000         $  --
5/7/03      Duane Lewin                          20,000             600            --
5/7/03      Elizabeth Wooley-Lewin               15,000             400            --
5/7/03      Sunny Lewin                          15,000             400            --
                                               --------        --------         -----
                                                150,000        $ 10,000         $  --
                                               ========        ========         =====
</TABLE>

       Common stock issued pursuant to the granting of options to purchase

<TABLE>
<CAPTION>
 Date of                                         Number       Proceeds or      Excess
  Issue          Issuee                        of Shares      Valuation      Fair Value
  -----          ------                        ---------      ---------      ----------
<S>        <C>                                 <C>            <C>           <C>
Consulting and Legal services
5/6/03      Kyle Kennedy                         300,000          6,000            --
5/20/03     Kyle Kennedy                         625,000         31,250            --
                                                --------       --------         -----
                                                 925,000       $ 37,250         $  --
                                                ========       ========         =====
</TABLE>

NOTE L -SERIES A PREFERRED STOCK

On August 11, 2003 the Board of  directors  authorized  the issuance of up to 50
shares of 9%  cumulative  Preferred  Stock.  The  shares  are being  offered  to
accredited  investors with a minimum  offering  price of $10,000.  Each share of
this Series A Preferred  stock may be converted at the option of the holder into
shares of the company's  common stock on the earlier of 180 days after any share
of series A was first issued or the effective date of a  registration  statement
registering  shares of the Company's  common stock issuable upon the conversion.
The  number of shares of Common  stock to be  acquired  shall be  determined  by
dividing 115% of the closing  price of the unit (minimum  11,500) by the average
closing  bid price of the  company's  common  stock  during  the 5 trading  days
immediately  prior to receipt by the  Company of the notice of intent to convert
the  Series  A  Preferred  Stock.  In no case  will any  share  of the  Series A
Preferred  stock be  convertible  into more than 500,000 shares of the Company's
common stock.

                                       28
<PAGE>
The Company may within three business days of receipt of notice to convert elect
to redeem  the Series A  Preferred  stock at a price  equal to $11,500  for each
share redeemed plus all dividends accrued to the date of redemption..

Holders of series A Preferred  Stock shall be entitled to receive  dividends  at
the annual rate of $900 per share payable in 12 monthly  installment of $75 each
month.  Holders of Series A preferred  stock will have the right to cast 100,000
votes for each share of Series A preferred stock held.

The  purchaser  of each unit will  receive  warrants to  purchase  shares of the
Company's common stock.  The number of warrants  received shall be determined by
dividing the purchase price of the units by the average closing bid price of the
Company's  common stock during the five day trading  period prior to delivery of
cleared  funds to the escrow  agent.  The  exercise of these  warrants  shall be
calculated by multiplying the average price above by 115%.
Each warrant shall expire 5 years after the date of this offer.

Within 120 days after the termination of this offering the company shall file or
use its best efforts to be declared effective a registration  statement with the
Securities and Exchange Commission registering a number of shartes of its Common
stock issuable upon the conversion of the Series A Preferred  Stock and exercise
of these warrants. This offering terminated on October 31, 2003

NOTE M - STOCK OPTIONS

In August 2001, pursuant to an employment  agreement which superceded an earlier
agreement  dated January 29, 2001,  with Charles  Cardona,  the Company's  Chief
Executive  Officer,  the Company  granted  options to  purchase up to  1,000,000
shares  of  common  stock at a price of $0.10  per  share.  The  options  vested
immediately  upon  execution of the  employment  agreement  and expire in August
2006.

In August 2001, pursuant to an employment  agreement which superceded an earlier
agreement  dated  February  9,  2001,  with John  Cardona,  the  Company's  then
President and Chief  Operating,  the Company  granted  options to purchase up to
1,000,000  shares of common  stock at a price of $0.10 per  share.  The  options
vested  immediately  upon  execution of the  employment  agreement and expire in
August 2006.

At various  times during Fiscal 2003,  the Company  granted  short-term  options
(generally  with a term of 30 days) to Kyle  Kennedy to assist the Company  with
business  strategy,  business  development  and  mergers and  acquisitions.  Mr.
Kennedy's  compensation was in the form of options to purchase registered freely
trading  securities at various  discounts to the then current Market price.  The
agreement was on a month to month basis  cancellable at 30 days notice by either
party.

                                                               Weighted average
                                                                price per share
                                                                ---------------
     Options outstanding at April 1, 2001       2,000,000           $ 0.10
       Issued                                          --
       Exercised                                       --
       Expired/Terminated                              --
                                              -----------

     Options outstanding at March 31, 2002      2,000,000           $ 0.10
       Issued                                  13,350,000             0.03
       Exercised                               (9,350,000)            0.01
       Expired/Terminated                      (4,000,000)            0.08
                                              -----------

     Options outstanding at March 31, 2003      2,000,000           $ 0.10
       Issued                                     925,000             0.04
       Exercised                                 (925,000)            0.04
       Expired/Terminated                              --
                                              -----------

     Options outstanding at June 30, 2003       2,000,000           $ 0.10
                                              ===========

                                       29
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE M - STOCK OPTIONS - CONTINUED

The weighted  average  exercise price of all issued and  outstanding  options at
June 30, 2002 is approximately $0.10.

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

The  calculations  to estimate the fair value of the options were made using the
Black-Scholes pricing model which required making significant assumptions. These
assumptions include the expected life of the options, which was determined to be
one year, the expected volatility,  which was based on management's estimates as
there was no quoted or listed  price on the  Company's  equity  securities,  the
expected  dividends,  determined to be zero bon past  performance,  and the risk
free interest rate,  which was estimated using the bond equivalent yield of 6.0%
at March 31, 2002 and June 30, 2003, respectively.

NOTE N - STOCK WARRANTS

Pursuant to an agreement with Thomas Gavin (Gavin) to provide  informational and
educational  news releases and distribute  said releases to the news media,  the
Company  issued 180,000  warrants to purchase an equivalent  number of shares of
the Company's common stock at a price of $0.25 per share and 380,000 warrants to
purchase an equivalent number of shares of the Company's common stock at a price
of $0.10 per share.  The aggregate  560,000  warrants  have an average  exercise
price of  approximately  $0.15 per share.  Each warrant will be for a three year
term from the date of issuance.

No  warrants  have been  exercised  during  the period  ended  June 30,  2003 or
subsequent thereto.

                                Warrants         Warrants
                               originally      outstanding at
                                 issued        June 30, 2003     Exercise price
                                 ------        -------------     --------------
   Gavin warrants - Series A     180,000          180,000        $0.25 per share
   Gavin warrants - Series B     380,000          380,000        $0.10 per share
                                 -------          -------

   Totals at June 30, 2003       560,000          560,000
                                 =======          =======


                (Remainder of this page left blank intentionally)

                                       30
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE O - COMMITMENTS AND CONTINGENCIES

LITIGATION

AdZone  Interactive,  Inc.  is a party to a lawsuit  filed  against  it by R. C.
Auletta and Co., Inc.  (Auletta) which was filed during 2001. Auletta is seeking
fees in the  amount of  approximately  $32,000  which were  performed  after the
expiration of a contract for consulting  services  between  AdZone  Interactive,
Inc.  and  Auletta.  The Company is of the  opinion  that the lawsuit is without
merit and has accrued an open unpaid balance due of approximately $600 as of the
expiration date of the contract.  A court date was held on October 6, 2002 and a
settlement was reached, pending completion of all appropriate documentation. 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.

Due to the Company's financial position, from time to time, the Company is party
to  either  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.

OFFICE FACILITIES

On September  14, 2002,  the Company  executed a new long-term  operating  lease
agreement  for office space to house the Company's  administrative,  development
and marketing operations located in Calverton, New York.
 The
lease is for an initial term of 60 months at a rate of approximately  $1,800 per
month for Year 1,  approximately  $1,850  per  month  for Year 2;  approximately
$2,418  per  month  for Year 3;  approximately  $2,545  per month for Year 4 and
approximately $2,625 per month for Year 5.

CONSULTING AGREEMENTS

In January 2002, the Company executed a one-year  contract with Communique Media
Services,  Inc. and/or Leonard Braumberger,  an unrelated entity, to provide web
development  services and maintain the Company's corporate internet web site for
a  fee  of  $8,000  per  month  payable  in  shares  registered  on a  Form  S-8
Registration  Statement.  Through July 1, 2002,  the Company issued an aggregate
399,998 shares under the Form S-8 Registration Statement.  Each monthly issuance
was charged to  operations  as  consulting  fees.  As of December 31, 2002,  the
Company has no further obligations under this agreement.

In February 2002, the Company  executed a one-year  contract with  International
Standard  Consulting  Corporation,  and/or Dave Grandy,  an unrelated entity, to
provide strategic business and technology  development consulting services for a
fee of  $4,500  per  month  payable  in  shares  as  registered  on a  Form  S-8
Registration  Statement.  Through July 1, 2002,  the Company issued an aggregate
171,000 shares under the Form S-8 Registration Statement.  Each monthly issuance
is charged to  operations  as  consulting  fees.  As of December 31,  2002,  the
Company has no further obligations under this agreement.

                                       31
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE O - COMMITMENTS AND CONTINGENCIES - CONTINUED

CONSULTING AGREEMENTS - CONTINUED

In April 2002,  the Company  entered into a one-year  consulting  agreement with
NuQuest  Consulting,  Inc.  pursuant to which NuQuest agreed to consult with and
assist  the  Company  with  respect to the  Company's  business  pits  financial
statements  and other  materials  prepared for the purpose of  obtaining  equity
financing,  engaging in a public offering, and/or relating to the trading of the
Company's  common stock in the public  markets.  Nalso agreed to use  reasonable
efforts to seek and identify potential  investors for the Company, to assist the
Company in the  consummation  of any  proposed  financing,  and to  provide  the
Company  with  written  reports  of the  status of its  efforts on behalf of the
Company.  As  compensation  for its  services,  the  Company  agreed to issue to
NuQuest  warrants to purchase 900,000 shares of common stock, on a fully diluted
basis.  The warrants  are  exercisable  at $0.15 per share,  and the Company has
agreed to file an S-8  Registration  Statement  with the Securities and Exchange
Commission  to register the shares  underlying  the warrants.  In addition,  the
Company agreed to pay NuQuest cash  compensation  of $33,000  payable in monthly
installments over the term of the contract. As of March 31, 2003, and subsequent
thereto,  the  Company  has not  completed  the  preparation  and  filing of the
required Form S-8 Registration Statement and has not made any cash payments.

On December 2, 2002,  the Company  entered into a one year business  development
agreement with Paul Weaver to provide  assistance in the  acquisition of various
contracts  utilizing  the  Company's  data mining  research  capabilities.  This
agreement  requires  compensation  as follows:  25,000  shares of the  Company's
common stock upon  execution of the  agreement;  a 3.0%  commission on the first
cumulative $3 million in total contract value; an additional 2.0% commission for
total contract value in excess of $3 million, an additional 25,000 shares of the
Company's  common  stock on the first  contract  in excess of  $500,000 in total
contract value.

On August 13, 2002,  the Company  entered  into an  agreement  with Thomas Gavin
(Gavin) to provide  informational  and educational  news releases and distribute
said  releases to the news media.  Gavin is required to spend  approximately  40
hours per month 1) developing news release concepts and a news release timeline;
2) drafting  and editing  news  releases  for Company  review and  approval;  3)
issuing these news  releases with a quality wire news service to ensure  highest
possible media distribution; 4) identifying major trade and general daily/weekly
media to expand  coverage;  5)  reconnecting  with reporters  providing  earlier
coverage  to update them and to begin the  building  of a major  media  outreach
effort for the longer term;  and 6) preparing a general  snapshot  report on the
Company and it's operating  history.  As compensation,  the Company issued Gavin
175,000 shares of the Company's  common stock,  as registered on Form S-8, as of
August 1, 2002 and 70,000 shares of the Company's common stock, as registered on
Form S-8, on the first day of each succeeding month.  Additionally,  the Company
will issue Gavin 30,000  warrants per month to purchase an equivalent  number of
shares of the  Company's  common stock at an exercise  price of $0.25 per share.
Each warrant will be for a three year term from the date of issuance.

On October 16, 2002, the Company  entered into a  Multi-Media/Corporate  Imaging
Agreement  with Jason Genet (Genet).  This agreement  contains two (2) phases of
services:  Phase I - Create [a] Multimedia  Website,  Corporate  Imaging and Web
Mercial  ("New  Product")  and Phase II - assist the Company in the marketing of
New Product, make reasonable effort to organize, produce and supervise corporate
imaging and advertising as approved by the Company.  The Company is obligated to
compensate  Genet for both Phase I and Phase II in either  cash of  $370,000  or
common stock of the Company,  as  registered  on Form S-8, in a number of shares
equal to $400,000,  priced at the closing  quoted price of the Company's  common
stock on the day of issuance.  This  agreement is cancellable at any time by the
Company with no further  obligation beyond that which was already earned and due
to be paid. Through December 31, 2002, the Company has issued Genet an aggregate
1,625,000 shares of common stock under this agreement.

                                       32
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE O - COMMITMENTS AND CONTINGENCIES - CONTINUED

CONSULTING AGREEMENTS - CONTINUED

On November 11, 2002, the Company entered into a Consulting Agreement with PAW &
Associates  and/or Paul Weaver to provide various  product sales services.  This
Agreement is for a 12 month term starting November
7,
2002.   The  Company  is  obligated  to  issue  25,000  shares  of   restricted,
unregistered  common  stock upon  execution of the  Agreement  and to pay a 3.0%
commission  on the first $3 million of acquired  contract  value and 5.0% on all
acquired contract values in excess of $3 million.

INVESTMENT BANKING AGREEMENTS

On June 20, 2002, the Company signed a Financial  Services  Agreement with First
American  Financial Group, New York, New York,  pursuant to which First American
Financial  Group  agreed to attempt to complete a private  placement of up to $5
million of the Company's 9% convertible  preferred stock. As of the date of this
Report,  First  American  Financial  Group has not introduced the Company to any
proposed  purchaser(s) of its convertible preferred stock, and management cannot
provide any assurances  that the Company will be able to complete such financing
in the future.  Through  December 31, 2002,  the Company has paid First American
Financial Group approximately $5,000 in conjunction with this Agreement.

On  October  23,  2002,  the  Company  executed  a  Structured  Equity  Purchase
Commitment  with  Cornell  Capital  Partners,   LP  (Cornell).   This  agreement
established  a  commitment  for Cornell to purchase up to  $3,000,000  in common
stock from time to time over the course of the next 24 months from an  effective
registration of the underlying shares,  with the shares to be issued pursuant to
Regulation  D of the U. S.  Securities  and Exchange  Commission.  The price per
share is to be 95% of the  lowest  closing  bid  price  during  the 5  preceding
trading days from the date the Company  receives notice to purchase.  There is a
maximum of $45,000 per  transaction.  The Company is  obligated to pay the first
$15,000 of Cornell's  legal fees - $5,000 upon the execution of this  Agreement,
payable in 100,000 shares of  free-trading  [sic] of the Company's  common stock
and $10,000 from the proceeds of the first  transaction.  Additionally,  Cornell
will retain the first 6.0% of each transaction as compensation for unaccountable
fees and expenses.

On November  27, 2002,  the Company  entered  into an  agreement  (the  "Spartan
Agreement") with Spartan Securities Group, Ltd.  ("Spartan") under which Spartan
agreed to provide,  on an exclusive  basis,  financial  advisory and  investment
banking services to the Company for a period of one (1) year, subject to earlier
termination  by either the  Company or Spartan  upon at least  thirty (30) days'
prior written  notice to the other party.  The services  that Spartan  agreed to
provide  include  rendering  advice  with  regard  to our  internal  operations,
corporate  finance  matters,  mergers  and  acquisitions,  and  capital  raising
activities.  Spartan  also  will act as our  exclusive  Placement  Agent for any
private  offering of the Company's  securities  and as underwriter in any public
offering of equity or debt securities.  The Company has also agreed to appoint a
person nominated by Spartan to our Board of Directors.

In consideration for Spartan's  services,  the Company has agreed to pay Spartan
an initial  non-refundable  retainer of 300,000 shares of our Common Stock and a
monthly  consulting  fee of  $2,500  that will  commence  upon  completion  of a
financing  of not less  than  $350,000,  increasing  to $3,000  per  month  upon
completion of a financing of not less than $500,000.

                                       33
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE O - COMMITMENTS AND CONTINGENCIES - CONTINUED

INVESTMENT BANKING AGREEMENTS - CONTINUED

In addition, upon completion of certain extraordinary transactions,  including a
sale of the Company's assets,  securities or business,  or the purchase by us of
another company or any of such other company's  assets,  securities or business,
Spartan  will be  entitled  to  receive  5% of the first  Five  Million  Dollars
($5,000,000),  4% of the second Five  Million  Dollars  ($5,000,000),  3% of the
third  Five  Million  Dollars  ($5,000,000),  and 2% of any  amount in excess of
Fifteen  Million  Dollars  ($15,000,000)  of  consideration   involved  in  such
transaction.  If Spartan  is  involved  in  originating  a loan or other  credit
facility with any bank or other institutional  lender, the Company has agreed to
pay Spartan a fee of 2% of the maximum amount of the credit facility,  including
of any increases in such facility after the date of the original financing.

The Company  also granted  Spartan a right of first  refusal to act as Placement
Agent  for  any  private  offering  of  our  equity  securities  (or  securities
convertible  into  equity  securities)  except for  private  placements  of such
securities  originating  from our officers and  directors.  Spartan will receive
Placement  Agent  compensation  of 10% of the gross proceeds  raised in any such
private offering and a 2% non-accountable expense allowance, as well as warrants
to  purchase  up to  20% of the  number  of  securities  sold  in the  offering,
exercisable  at 100% of the market  price of the  securities  on the date of the
sale.

If Spartan acts as  underwriter in any public  offering of the Company's  equity
securities,  Spartan  will  receive  7% of  the  gross  proceeds  raised  in the
offering, a 2% non-accountable expense allowance, and warrants to purchase up to
10% of the number of securities sold in the offering, exercisable at 100% of the
closing  market  price  on the  date of the  sale of  securities  in the  public
offering.

BUSINESS DEVELOPMENT AGREEMENT

During Fiscal 2003, the Company has executed multiple Consulting Agreements with
Kyle  Kennedy  to  provide   consulting   services  in  the  areas  of  business
development, mergers and acquisitions and business strategy for the Company. Mr.
Kennedy is affiliated with Spartan  Securities  Group,  Ltd. (see above) and has
represented  to the Company that the  services  provided in this  agreement  are
separate and unique to Spartan's efforts in capital raising.
The dates and consideration  related to the various  agreements with Mr. Kennedy
are as follows:

August 19, 2002      1,000,0000  options to  purchase  an  equivalent  number of
                     shares of the  Company's  common  stock at $0.04 per share;
                     666,000 options to purchase an equivalent  number of shares
                     of the  Company's  common  stock at $0.06  per  share;  and
                     334,000 options to purchase an equivalent  number of shares
                     at $0.08 per share.  These options  expired on February 19,
                     2003.

October 7, 2002      250,000 options to purchase an equivalent  number of shares
                     of the  Company's  common  stock at $0.01 per share.  These
                     options expired on November 7, 2002

October 11,  2002    1,000,000  options  to  purchase  an  equivalent  number of
                     shares of the  Company's  common stock at $0.015 per share.
                     These options expired on November 10, 2002.

November 12, 2002    200,000 options to purchase an equivalent  number of shares
                     of the  Company's  common  stock at $0.02 per share.  These
                     options expired on December 12, 2002.

                                       34
<PAGE>
                              ADZONE RESEARCH, INC.
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE O - COMMITMENTS AND CONTINGENCIES - CONTINUED

BUSINESS DEVELOPMENT AGREEMENT - CONTINUED

November 26, 2002    300,000 options to purchase an equivalent  number of shares
                     of the  Company's  common stock at $0.016 per share.  These
                     options expired on December 26, 2002.

December 11,  2002   2,100,000  options  to  purchase  an  equivalent  number of
                     shares of the  Company's  common stock at $0.016 per share.
                     These options expired on January 10, 2003.

January  23,  2003   1,050,000  options  to  purchase  an  equivalent  number of
                     shares of the  Company's  common  stock at $0.01 per share.
                     These options expired on February 22, 2003.

January 28,  2003    3,950,000  options  to  purchase  an  equivalent  number of
                     shares of the  Company's  common  stock at $0.01 per share.
                     These options expired on February 28, 2003.

May 6, 2003          300,000 options to purchase an equivalent  number of shares
                     of the  Company's  common  stock at $0.02 per share.  These
                     options expired on June 6, 2003.

May 20, 2003         625,000 options to purchase an equivalent  number of shares
                     of the  Company's  common  stock at $0.05 per share.  These
                     options expired on June 20, 2003.

As of June 30,  2003,  Mr.  Kennedy owes the Company  approximately  $18,050 for
shares issued under exercised options.

BROKER-DEALER MARKETING AGREEMENT

On October 10, 2002,  the Company  signed a  "Broker-Dealer  Marketing  Program"
agreement with First American  Financial Group of New York, NY (First American).
First  American will contact  broker-dealers  as potential  market makers in the
Company's equity securities;  contact broker-dealers via e-mail and telephone to
review  current  Company  information  and meet with  broker-dealers,  and their
registered  representatives,  to discuss and promote  awareness of the Company's
equity  securities.  As  compensation  to First  Financial,  the Company  issued
500,000  shares of restricted,  unregistered  common stock upon the execution of
this  agreement.  Further,  the Company is  obligated  to pay First  Financial a
non-accountable  expense  allowance  of $10,000 cash payable upon receipt of any
financing  from any  source in a  minimum  amount of  $500,000.  Further,  First
American  is  entitled  to  Bonus   Compensation  equal  to  100,000  shares  of
restricted,  unregistered  common  stock if at any  time  during  the 12  months
following the execution of this  agreement,  the Company's  common stock reaches
$0.10 per share; an additional 100,000 shares of restricted, unregistered common
stock if at any time  during  the 12  months  following  the  execution  of this
agreement,  the Company's  common stock  reaches $0.20 per share;  an additional
100,000  shares of restricted,  unregistered  common stock if at any time during
the 12 months  following the execution of this agreement,  the Company's  common
stock reaches $0.40 per share;  and an additional  100,000 shares of restricted,
unregistered  common  stock if at any time  during the 12 months  following  the
execution of this agreement, the Company's common stock reaches $0.60 per share.
This agreement terminates on September 30, 2003.

                                       35
<PAGE>
PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

(2) GENERAL COMMENTS

AdZone Research,  Inc. (Company) was incorporated on May 31, 1994 under the laws
of the State of  Delaware  as  Executive  Help  Services,  Inc.  The Company was
initially  formed for the purpose of  developing an internet web site that would
offer  professional  space planning and design,  pricing  information and direct
ordering of modular office furniture systems.

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,022  shares of  restricted,  unregistered
common stock for 100.0% of the issued and outstanding common stock of AdZone and
effected a merger of the two entities with the Company being the surviving legal
entity. Concurrent with this transaction, the Company changed its corporate name
to AdZone Research, Inc.

AdZone Interactive,  Inc. (AdZone) was initially  incorporated as Web-AdNet.com.
Inc.  under the laws of the State of New York on February 28, 2000.  The Company
was formed to extract various data elements through the monitoring and review of
internet  websites   developed  and  maintained  by  independent  third  parties
worldwide. These extracted data elements are then used to provide various market
research  statistics  and other focused  information  as guided by the Company's
clientele.

The Company's business plan has not been fully implemented and, accordingly, has
not fully commenced operations. The Company has had no substantial operations or
substantial  assets since  inception and is considered to be in the  development
stage.

                                       36
<PAGE>
The Company is engaged in the  extraction of various data  elements  through the
monitoring  and  review  of  internet  websites   developed  and  maintained  by
independent third parties worldwide. These extracted data elements are then used
to provide various market research  statistics and other focused  information as
guided by the Company's clientele.

The events  which  occurred on  September  11,  2001,  and  subsequent  thereto,
generated,  and  continue to  generate,  additional  interest  in the  Company's
internet data mining  research  capabilities  for  potential  private and public
sector  clients.  Management  continues  to maintain the belief that the Company
will be able to acquire various  contracts to provide  research  information for
various private and public sector purposes.

The Company  received  $75,000  contracts  from a major  United  States  defense
contractor to provide  support  services  related to that entity's  provision of
services for Homeland Security issues. As of September 30, 2003, the Company has
billed approximately $64,094 against this contract and received cash collections
in subsequent periods.

The Company remains in the  development  stage,  has focused  principally on the
refinement and  maintenance of its proprietary  software and providing  services
pursuant to the May 27, 2003 contract.  Due to cash flow shortages,  the Company
continues to pursue various revenue and capital sources.

The Company is principally on additional private placements of equity securities
to provide sufficient working capital to maintain the integrity of the corporate
entity.

Because of the Company's lack of operations,  the Company's future  continuance,
for the  foreseeable  future,  will be fully dependent on either future sales of
equity  securities  and/or  advances or loans from  significant  stockholders or
corporate  officers  to  provide  sufficient  working  capital to  preserve  the
integrity of the corporate entity during the development phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.

(3) RESULTS OF OPERATIONS, PLAN OF OPERATION, LIQUIDITY AND CAPITAL RESOURCES

During the first six months of Fiscal 2004 (year  ending  March 31,  2004),  the
Company  obtained  a  $75,000  contract  from  a  major  United  States  defense
contractor.  During this period, the Company completed and billed  approximately
$64,094.

As the Company has not fully commenced operations,  management is of the opinion
that our current financial  results,  as reported in the accompanying  financial
statements, are not meaningful as an indication of future operations.

                                       37
<PAGE>
The Company incurred the following expenses for the three months ended September
30, 2003 as compared to the same period in the prior fiscal year

<TABLE>
<CAPTION>
                                                    Three             Three
                                                 months ended      months ended
                                                   9/30/03           9/30/02           Change
                                                   -------           -------           ------
<S>                                                 <C>               <C>             <C>
System Production and Maintenance                   142,463           53,846          (88,617)
Operating expenses excluding Officer Salary         227,204          176,411          (50,793)
Depreciation included above                           1,276            4,197            2,921
Officer Compensation                                 13,000           39,321           26,321
Net Loss                                           (362,519)        (263,258)         (99,261)

                                                     Six               Six
                                                 months ended      months ended
                                                   9/30/03           9/30/02           Change
                                                   -------           -------           ------
System Production and Maintenance                   183,191           53,846         (129,345)
Operating expenses excluding Officer Salary         208,105          258,560           50,455
Depreciation included above                           2,552            8,363            5,811
Officer Compensation                                 28,150          117,108           88,958
Net Loss                                           (439,621)        (435,233)          (4,388)
</TABLE>

Based on the  weighted-average  number  of shares of  common  stock  issued  and
outstanding at September 30, 2003 and 2002, respectively, the Company incurred a
net loss per share of approximately $(0.01) and $(0.01).

LIQUIDITY

The Company had  approximately  $119,252 in available cash at September 30, 2003
as compared to $8,100 at March 31, 2003 and  approximately  $1,760 at  September
30, 2002. The Company attempts to maintain a cash balance  sufficient to sustain
corporate  operations  until  such time as  management  can  raise  the  funding
necessary to advance its business plan.

Liquidity  during  Fiscal  2001 and 2002 was  provided  principally  through the
unregistered  sales of equity  securities  and the  exercise of options  granted
under a plan  registered  on Form  S-8 with the U. S.  Securities  and  Exchange
Commission..

On August 11, 2003 the Board of  directors  authorized  the issuance of up to 50
shares of 9%  cumulative  Preferred  Stock.  The  shares  are being  offered  to
accredited  investors with a minimum  offering  price of $10,000.  Each share of
this Series A Preferred  stock may be converted at the option of the holder into
shares of the company's  common stock on the earlier of 180 days after any share
of series A was first issued or the effective date of a  registration  statement
registering  shares of the Company's  common stock issuable upon the conversion.
The  number of shares of Common  stock to be  acquired  shall be  determined  by
dividing 115% of the closing  price of the unit (minimum  11,500) by the average
closing  bid price of the  company's  common  stock  during  the 5 trading  days
immediately  prior to receipt by the  Company of the notice of intent to convert
the  Series  A  Preferred  Stock.  In no case  will any  share  of the  Series A
Preferred  stock be  convertible  into 500,000  shares of the  Company's  common
stock.

The Company may within three business days of receipt of notice to convert elect
to redeem the Series A Preferred stock at a price equal to 11,500 for each share
redeemed plus all dividends accrued to the date of redemption..

Holders of series A Preferred  Stock shall be entitled to receive  dividends  at
the annual rate of 900 per share payable in 12 monthly  installment  of $75 each
month.  Holders of Series A preferred  stock will have the right to cast 100,000
votes for each share of Series A preferred stock held.

                                       38
<PAGE>
The  purchaser  of each unit will  receive  warrants to  purchase  shares of the
Company's common stock.  The number of warrants  received shall be determined by
dividing the purchase price of the units by the average closing bid price of the
Company's  common stock during the five day trading  period prior to delivery of
cleared  funds to the escrow  agent.  The  exercise of these  warrants  shall be
calculated by  multiplying  the average price above by 115%.  Each warrant shall
expire 5 years after the date of this offer.

Within 120 days after the termination of this offering the company shall file or
use its best efforts to be declared effective a registration  statement with the
Securities and Exchange Commission  registering a number of shares of its Common
stock issuable upon the conversion of the Series A Preferred  Stock and exercise
of these warrants. This offering terminated on October 31, 2003

Additional  funding from either the sale of equity  securities  or advances from
shareholders  will be necessary to support  future  maintenance of the corporate
entity and service future contracts which may be obtained by the Company.

The Company,  due to it's lack of working  capital,  has no  definitive  capital
requirements  for future periods.  However,  the infusion of additional  capital
and/or  increased  immediate  demands for the Company's  services will certainly
require additional investment in computer hardware to handle the processing load
required by the  Company's  customers.  The  ultimate  amount and timing of this
potential investment is unknown at this time.

PLAN OF OPERATION

The Company's  operations focus on mining of data and other information  through
the  monitoring  and review of internet  websites  developed  and  maintained by
independent third parties worldwide. These extracted data elements are then used
to provide various market research  statistics and other focused  information as
guided by the Company's clientele.  The Company has initially identified two key
consumers of the  Company's  product:  advertising  research  and  Federal/State
governments

The Company  will face  considerable  risk in each of its future  business  plan
steps,  such as  difficulty  of hiring  competent  personnel  within its budget,
longer than anticipated web site decoding, difficulty in completing key business
acquisitions, and a shortfall of funding due to the Company's inability to raise
capital in the equity securities market.

The Company is currently  dependent  upon either funds advanced or loaned by the
Company's directors and officers or the sale of equity securities. The Company's
officers and directors have no formal  commitments or arrangements to advance or
loan funds for the Company and do not have any legal requirement to do so.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may be dormant during the
next twelve months, or until such time as necessary funds could be raised in the
equity securities market.

ITEM 3 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could  significantly  affect internal controls  subsequent
to the date the Company carried out its evaluation.

                                       39
<PAGE>
Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive Chief  Financial  Officer as  appropriate,  to allow timely  decisions
regarding required disclosure.

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - CHANGES IN SECURITIES

See the accompanying Notes to the Financial Statements

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

None

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

10     Employment agreement between the Company and John A. Cardona
31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

On  September  3, 2003 Form 8-K was filed  announcing  the  company  had won its
second revenue contract.

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

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                               ADZONE RESEARCH, INC.


Date: November 10,2003                         /s/ Charles A. Cardona III
                                               ---------------------------------
                                                          Charles A. Cardona III
                                               Chairman, Chief Executive Officer
                                                     and Chief Financial Officer

                                       40