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

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDING DECEMBER 31, 2006

                                       OR
[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM __________ TO ____________

                         COMMISSION FILE NUMBER 0-28717

                              ADZONE RESEARCH, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the last practicable date: 197,108,698 common shares, $.001
par value, as of February 9, 2007.

Transitional small business disclosure format (check one):  Yes [ ] No [x]

<PAGE>

                              ADZONE RESEARCH, INC.
          FORM 10-QSB FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 2006

                                      INDEX

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 1.  UNAUDITED CONDENSED FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEETS AS OF DECEMBER 31, 2006
              AND MARCH 31, 2006(AUDITED)                                3
         UNAUDITED CONDENSED STATEMENTS OF OPERATIONS FOR
         NINE AND THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005          4
         UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
         FOR THE NINE MONTHS ENDED DECEMBER 31, 2006                     5
         UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS FOR THE
         NINE MONTHS ENDED DECEMBER 31, 2006 AND 2005                  6-7
         NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS               8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS    21
ITEM 3.  CONTROLS AND PROCEDURES                                        27

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                              29
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS                                                                30
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                31
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            32
ITEM 5.  OTHER INFORMATION                                              33
ITEM 6.  EXHIBITS                                                       34

SIGNATURES                                                              35

                                       2
<PAGE>

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

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

                                               December 31,     March 31,
                                                  2006            2006
                                              (unaudited)      (audited)
                                              ------------    ------------
ASSETS
Current assets:
   Cash                                        $   279,539    $  1,068,871
   Accounts  receivable                                 --           7,349
   Prepaid expenses and other current assets       255,006          24,671
                                              ------------    ------------
Total current assets                               534,545       1,100,891
                                              ------------    ------------
Property and equipment, net                         20,142          38,533
Other assets                                           448          10,246
                                              ------------    ------------
Total assets                                  $    555,135    $  1,149,670
                                              ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Contingent stock settlement liability      $  1,069,500    $         --
   Accounts payable                                 82,803          88,542
   Accrued compensation                            825,589         195,630
   Accrued expenses                                107,201         270,987
   Accrued dividend payable                        135,000         135,000
   Deferred revenue                                 11,112         100,000
   Loan payable -convertible debentures            910,544         788,602
   Current maturities of long-term debt            166,783         166,783
   Due to stockholder                              400,000       2,000,000
                                              ------------    ------------
Total current liabilities                        3,708,532       3,745,544

                                              ------------    ------------
Total liabilities                                3,708,532       3,745,544
Commitments and contingencies                           --              --
Stockholders' deficit:
   Preferred stock                                  43,469          43,469
   Common stock                                    189,940         176,435
   Additional paid-in capital                   23,314,132      21,458,599
   Accumulated deficit                         (26,638,160)    (24,202,380)
   Deferred compensation                           (46,518)        (55,737)
   Other                                           (16,260)        (16,260)
                                              ------------    ------------
Total stockholders' deficit                     (3,153,397)     (2,595,874)
                                              ------------    ------------
Total liabilities and stockholders' deficit   $    555,135    $  1,149,670
                                              ============    ============
See accompanying notes

                                       3
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                  NINE MONTHS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>

                                                          December 31,     December 31,
                                                             2006             2005
                                                          (unaudited)      (unaudited)
                                                                          (as restated)
                                                         -------------    -------------
<S>                                                      <C>              <C>
Net contract revenues                                    $      91,646    $     139,993
                                                         -------------    -------------
Operating costs and expenses:
   Consulting and professional services                        806,016        1,353,633
   Salaries and related costs                                1,787,821        1,370,721
   General and administrative                                  571,722          775,520
   Depreciation and amortization                                18,390           11,917
                                                         -------------    -------------
                                                             3,183,949        3,511,791
                                                         -------------    -------------
Loss from operations                                        (3,092,303)      (3,371,798)

Other income (expense)
         Interest (expense), net                               (70,526)         (22,568)
         Interest expense-debenture amortization              (315,440)        (250,013)
         Extinguishment gains (losses)                       1,045,000         (230,858)
         Derivative loss                                            --         (732,000)
Total other income (expense)                                   659,034       (1,235,439)
                                                         -------------    -------------
Net loss                                                 $  (2,433,269)   $  (4,607,237)
                                                         =============    =============

Reconciliation of net loss to loss applicable
   to common stockholders:
   Net loss                                              $  (2,433,269)   $  (4,607,237)
   Preferred stock dividends                                    (2,511)           2,511)

                                                         -------------    -------------
   Loss applicable to common stockholders                $  (2,435,780)   $  (4,609,748)
                                                         =============    =============

Loss per common share:
   Basic and diluted loss per common share               $       (0.01)   $       (0.04)
                                                         =============    =============
   Shares used in computing basic and diluted loss per
   common share                                            187,671,194      106,138,337
                                                         =============    =============
</TABLE>

See accompanying notes.

                                       4
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                                 December 31,     December31,
                                                                    2006             2005
                                                                 (unaudited)      (unaudited)
                                                                                 (as restated)
                                                                -------------    -------------
<S>                                                             <C>              <C>
Net contract revenues                                           $      33,333    $         290
                                                                -------------    -------------
Operating costs and expenses:

   Consulting and professional services                                56,300          619,695
   Salaries and related costs                                         318,101          384,979
   General and administrative                                         138,885          277,200
   Depreciation and amortization                                        6,130            4,597
                                                                -------------    -------------
                                                                      519,416        1,286,471
                                                                -------------    -------------
Loss from operations                                                 (486,083)      (1,286,181)

Other income (expense)
         Interest (expense), net                                      (36,118)         (15,855)
         Interest (expense)-debenture amortization                   (167,376)         (81,946)
         Extinguishment gains                                         550,000               --
         Derivative gain (loss)                                        76,000               --
Total other income (expense)                                          422,506          (97,801)
                                                                -------------    -------------
Net (loss)                                                      $     (63,577)   $  (1,383,982)
                                                                =============    =============

Reconciliation of net loss applicable to common stockholders:
   Net (loss)                                                   $     (63,577)   $  (1,383,982)
   Preferred stock dividends                                             (837)            (837)

                                                                -------------    -------------
    (Loss) applicable to common stockholders                    $     (64,414)   $  (1,384,819)
                                                                =============    =============

  (Loss) per common share:
   Basic and diluted loss per common share                      $        0.00    $       (0.01)
                                                                =============    =============
   Shares used in computing basic and diluted (loss) per
common share                                                      189,806,865      113,129,239
                                                                =============    =============
</TABLE>

See accompanying notes.

                                       5
<PAGE>

                              ADZONE RESEARCH, INC.
             UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                       NINE MONTHS ENDED DECEMBER 31, 2006
<TABLE>
<CAPTION>

                  Preferred Stock          Common Stock
                  ---------------          ------------           Paid-in      Accumulated                Deferred
                 Shares    Amount      Shares        Amount       Capital        Deficit        Other   Compensation      Total
<S>              <C>     <C>        <C>           <C>          <C>           <C>              <C>        <C>         <C>
Balance
 April1, 2006     3.12    $ 43,469   176,434,965   $ 176,435    $21,458,599   $ (24,202,380)   $(16,260)  $(55,737)   $ (2,595,874)

Exercise of
employee stock
options              -           -     4,190,000       4,190        198,625               -           -          -         202,815
Issuance of
common stock for:
 Employee
  compensation       -           -     1,850,000       1,850        201,650               -           -    (41,936)        161,564
 Professional
  services           -           -    12,822,394      12,822         763,902              -           -          -         776,724
Cancellation
of stock             -           -    (7,425,000)     (7,425)      (102,575)              -           -          -       (110,000)

Conversion of
debentures           -           -     2,067,839       2,068        142,681               -           -          -         144,749
Issuance of
options for
 employee
 compensation        -           -             -           -        536,750               -           -          -         536,750
Issuance of
options to
 directors
 and consultants     -           -             -           -        108,500               -           -          -         108,500
Preferred stock
dividends paid       -           -             -           -              -          (2,511)          -          -          (2,511)
Issuance of
warrants for
services             -           -             -           -          6,000               -           -          -           6,000
Amortization
of deferred
compensation         -           -             -           -              -               -           -     51,155          51,155

Net loss             -           -             -           -              -      (2,433,269)          -          -      (2,433,269)
----------------------------------------------------------------------------------------------------------------------------------
Balance
December 31,
2006              3.12    $ 43,469   189,940,198   $ 189,940    $23,314,132    $(26,638,160)   $(16,260)  $(46,518)   $ (3,153,397)
==================================================================================================================================
</TABLE>

See accompanying notes.

                                       6
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>

                                                                         December 31,  December 31,
                                                                            2006           2005
                                                                        (unaudited)    (unaudited)
                                                                        -----------    -----------
  CASH FLOWS FROM OPERATING ACTIVITIES                                                (as restated)

<S>                                                                   <C>             <C>
Net loss                                                              $  (2,433,269)  $ (4,607,237)
Adjustments to reconcile net loss to net cash
 flows used in operating activities:
     Depreciation and amortization                                           18,390         11,917
     Derivative loss                                                             --        732,000
     Amortization of debt discount                                          319,191        249,838
     Extinguishment (gains)  losses                                      (1,045,000)       230,858
     Stock based compensation;
            Professional services/consultants and directors                 852,226      1,606,935
            Employee compensation                                           536,750        665,159
     Warrants and options issued to non-employees for services                6,000             --
       Amortization of deferred stock-based  compensation                   135,719             --
     Changes in operating assets and liabilities:
         Accounts receivable                                                  7,349          6,211
         Prepaid expenses and other current assets                          (34,334)       (56,833)
         Deferred revenue                                                   (88,888)       (32,329)
         Accounts payable and accrued expenses                              510,434        137,218
                                                                        -----------    -----------
Net cash flows used in operating activities                              (1,215,432)    (1,056,263)
                                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment                                                           --         (7,986)
Issuance of loan receivable                                                      --        (20,000)
                                                                        -----------    -----------
Net cash flows used in investing activities                                      --        (27,986)
                                                                        -----------    -----------

 CASH FLOW FROM FINANCING ACTIVITIES
Payment to stockholder                                                     (500,000)            --
Proceeds from sales of common stock and warrants                                 --        211,300
Proceeds from issuance of  long-term debt                                   716,000        415,000
Proceeds from the exercise of employee stock options                        202,813        285,616
Cash paid for preferred stock dividends                                      (2,511)        (2,511)

Decrease (increase) in restricted cash                                        9,798           (969)
                                                                        -----------    -----------
Net cash flows provided by financing activities                             426,100        908,436

                                                                        -----------    -----------
Net decrease in cash                                                       (789,332)      (175,813)
Cash at beginning of period                                               1,068,871        431,790
                                                                        -----------    -----------
Cash at end of period                                                   $   279,539    $   255,977
                                                                        ===========    ===========
</TABLE>

See accompanying notes.

                                       7
<PAGE>

                              ADZONE RESEARCH, INC.
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                                         December 31,  December 31,
                                                                            2006         2005
                                                                         (unaudited)  (unaudited)
                                                                          ---------    ---------
                                                                                      (restated)
SUPPLEMENTAL DISCLOSURES

<S>                                                                       <C>          <C>
Cash paid for interest                                                    $  21,880    $  27,410
                                                                          ---------    ---------
SUPPLEMENTAL DISCLOSURE ON NON-CASH INVESTING AND FINANCING ACTIVITIES:

Unrealized loss on marketable securities                                         --    $  (7,077)

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

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

Warrants issued and beneficial conversion feature associated with
debentures                                                                $      --    $ 504,857
                                                                          ---------    ---------

Conversion of debentures                                                  $ 144,749    $ 125,000
                                                                          ---------    ---------
</TABLE>

See accompanying notes.


                                       8
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

1.  BASIS OF PRESENTATION

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

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

The Company's  revenues during the nine month period ended December 31, 2006 and
2005 were concentrated with one commercial licensure contract.

Certain accounting policies:

In July 2006 the FASB issued  Financial  Interpretation  No. 48,  Accounting for
Uncertainty  in Income Taxes ("FIN 48"), as an  interpretation  of SFAS No. 109,
Accounting for Income Taxes.  FIN 48 clarifies the accounting for uncertainty in
income taxes  recognized in an enterprise's  financial  statements in accordance
with SFAS No. 109 and prescribes a recognition threshold of more-likely-than-not
to be sustained upon examination.  Measurement of the tax uncertainty  occurs if
the  recognition  threshold  has been  met.  FIN 48 also  provides  guidance  on
de-recognition,  classification,  interest,  penalties,  accounting  in  interim
periods,  disclosure, and transition. FIN 48 become effective beginning February
1, 2007.  Differences  between  the  amounts  recognized  in the  statements  of
financial  position  prior to the  adoption of FIN 48 and the  amounts  reported
after  adoption  should  be  accounted  for  as a  cumulative-effect  adjustment
recorded to the  beginning  balance of retained  earnings.  The Company is still
evaluating the impact, if any, the adoption of this  interpretation will have on
the Company's financial position, cash flows, and results of operations.

Revenue recognition:

The Company  derived  $91,646 of  revenues  during the nine month  period  ended
December 31, 2006 and $139,993 of revenues  during the  nine-month  period ended
December 31, 2005, under licensing  arrangements for commercial  applications of
the Company's  technologies.  Revenue is recognized ratably over the term of the
agreement.

                                       9
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

1.       BASIS OF PRESENTATION (CONTINUED)

Stock issued for services:

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

Derivative financial instruments:

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


2.  LIQUIDITY AND MANAGEMENT'S PLANS

The preparation of financial  statements in accordance  with Generally  Accepted
Accounting  Principles  contemplates  that the Company will  continue as a going
concern.  As noted  in the  accompanying  condensed  financial  statements,  the
Company  incurred  a net loss of  $2,433,269  and  used  cash of  $1,215,432  in
conducting  its  operations  during the nine months ended  December 31, 2006. In
addition,  the Company has a working  capital  deficiency  of  $3,173,988  as of
December 31, 2006. These conditions raise  substantial doubt about the Company's
ability to continue as a going concern.

While operating cash flows for the remaining  period in fiscal year ending March
31, 2007 are not projected to be sufficient to sustain the Company's operations,
management  currently  believes  that existing cash reserves of $279,539 will be
sufficient  to fund  operating  costs  for a period of  approximately  twelve to
eighteen months.  Management  considered the following  specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant  level of cash used
            in  operations  during the nine months  ended  December  31, 2006 of
            $1,215,432  is  indicative  of cash flow usage  during the next four
            fiscal quarters, as certain vendors continue to accept the Company's
            equity  securities for  compensation  for their services,  which has
            helped and will continue to help preserve  cash,  provided  that, we
            have to obtain the requisite  vote of our  shareholders  to increase
            our total shares of common stock. While such non-cash expense is not
            currently expected to be as high in the near term future quarters as
            during the current nine months,  based upon ongoing discussions with
            the vendors,  management  believes that they will continue to accept
            such securities in the foreseeable future.

                                       11
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

2.    LIQUIDITY AND MANAGEMENT'S PLANS (CONTINUED)

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

      c.    The Company is presently pursuing additional financing.

      In addition,  the Company does not anticipate  making any significant loan
payments in the near future.

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

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

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

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

                                       12
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

3.    STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK AND WARRANTS

During the nine month  period  ended  December  31,  2006,  the  Company  issued
20,930,233  shares  of  common  stock,  as  follows:  2,067,839  shares  for the
conversion of  convertible  debentures;  12,822,394  shares for  consulting  and
non-employee  related services;  1,850,000 shares for employee related services,
and 4,190,000  shares for the exercise of employee  stock  options.  The Company
recorded  stock-based  compensation  during the nine months  ended  December 31,
2006,  in all  instances,  based upon the closing  market  price on the date the
stock was  issued  for  purposes  of fair  value.  This  resulted  in charges to
operations of $852,226 for  consulting  and  non-employee  related  services and
$536,750 for employee related services. These charges are included in Consulting
and  Professional  Services and Salaries and Related  Costs in the  accompanying
unaudited condensed statements of operations.

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

RETURN OF COMMON STOCK

On  September 8, 2006,  two  officers and one director of the Company  cancelled
6,825,000  shares of common  stock to the Company  and on  November  2, 2006,  a
director of the Company  cancelled  600,000  shares to the Company to reduce the
shortfall.

SHORTFALL IN COMMON STOCK

As of December 31, 2006, there was a potential  shortfall of 8,146,460 shares of
common stock to be issued to cover the 43,125,000  options  outstanding  and the
11,626,262 warrants outstanding,  less the 36,545,000 shares to be returned by 5
option holders who in July,  2006 have agreed to relinquish  these stock options
if the  authorized  number of shares is not  increased  to at least  300,000,000
authorized  shares.  These  shares were  valued at $-0- using the  Black-Scholes
method on December 31, 2006. As such, the Company's obligation approximated $-0-
and therefore there is no liability on the accompanying balance sheet.

ISSUANCES OF STOCK OPTIONS

On May 1, 2006,  the  Company  granted  stock  options  to acquire an  aggregate
3,700,000  shares of common stock to its  employees,  as well as an aggregate of
600,000  shares of common stock to the  Company's  directors.  These options are
exercisable  at the  exercise  price of $0.11  per  share  valid for 3 years for
employees and 6 years for officers and directors.

                                       13
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

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

The Company accounts for stock options to employees, non-employees and directors
using the fair-value method.  This resulted in compensation  expense of $536,750
related to the employee  stock  options for the nine months  ended  December 31,
2006. The fair value of the Director and Consultant stock options,  applying the
Black-Scholes   methodology,   amounted  to  $108,500.   The  Company  uses  the
Black-Scholes method to determine the value of stock options.

On October 2, 2006, the Company agreed to amend a common stock purchase  warrant
issued to the holder as part of her  investment  to purchase  approximately  1.5
million shares of common stock at a per share purchase price equal to $0.07. The
warrant was amended to increase the total shares  underlying  the warrant to 4.3
million shares, exercisable into common stock at $0.025 (two and one half) cents
per share and shall expire on May 31, 2011. The balance of the warrant agreement
remains in full effect.

On December  11,  2006,  the  Company  agreed to amend a common  stock  purchase
warrant  issued  to  the  holder  as  part  of  her  finder's  fee  to  purchase
approximately  264,286  shares of common  stock at a per  share  price  equal to
$0.07.  The  warrant was amended to increase  the total  shares  underlying  the
warrant to 740,000 shares,  exercisable into common stock at $0.025 (two and one
half) cents per share and shall expire May 31, 2011.  The balance of the warrant
agreement remains in full effect.

DEFERRED COMPENSATION

Deferred  compensation,  related to equity  issuances,  is charged to operations
over  the  periods  of  contractual  performance  for  consultants  and  service
providers and over vesting periods for employees.

4.    NUTMEG SUBSCRIPTION AGREEMENT

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

                                       14
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

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

In February  2006,  the entire  agreement  was  renegotiated.  The new agreement
requires  payment of  $1,400,000 in cash,  the issuance of 11,000,000  shares of
common  stock and  11,000,000  warrants to purchase  common  stock at $0.10.  In
addition,  the Company is required to issue an  additional  5,000,000  shares of
common stock and 5,000,000 warrants. The additional shares and warrants could be
reduced to 4,000,000 depending on the stock price as defined.

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

Amounts due under the new agreement are  $2,000,000,  which consists of $900,000
in cash and $1,100,000 in stock and warrants valued at the market price at March
31,  2006.  The  amount  of  $500,000  was paid in May 2006 and the  balance  of
$400,000 was due June 12, 2006. The Company is currently  renegotiating the last
payment.  As of  December  31,  2006,  the value of the stock and  warrants  was
reduced to $-0- to reflect the market price at December 31, 2006.

                                       15
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

5.    PRO FORMA STOCK COMPENSATION INFORMATION

The following  table  reflects  supplemental  financial  information  related to
stock-based  employee  compensation  for the nine months ended December 31, 2006
and 2005.

The pro forma  information  for the nine months ended December 31, 2005 reflects
the difference  between the intrinsic value method which was used by the Company
for that period and the fair value method.  The  information for the nine months
ended  December 31, 2006  reflects  only the fair value  method.  The fair value
method was  adopted by the  Company as of January 1, 2006,  as  required by SFAS
123R.
<TABLE>
<CAPTION>

                                                                           December 31,          December 31,
                                                                               2006                  2005
                                                                            -----------           -----------
                                                                                                 (as restated)
<S>                                                                         <C>                   <C>
Loss applicable to common shareholders, as reported                         $(2,435,780)          $(4,609,748)
Stock-based employee compensation, as reported                                  536,750               665,750
Stock-based employee compensation under the fair value method                  (536,750)           (2,886,583)
                                                                            -----------           -----------
Pro forma loss applicable to common shareholders under fair value method
                                                                            $(2,435,780)          $(6,830,581)
                                                                            ===========           ===========
Loss applicable to common shareholders per share, as reported                    $(0.01)               $(0.04)
                                                                            ===========           ===========
Pro forma loss  applicable  to common  stockholders  per share  under fair
value method                                                                     $(0.01)               $(0.06)
                                                                            ===========           ===========

The following  table  reflects  supplemental  financial  information  related to
stock-based  employee  compensation for the three months ended December 31, 2006
and 2005.

The pro forma  information for the three months ended December 31, 2005 reflects
the difference  between the intrinsic value method which was used by the Company
for that period and the fair value method.  The information for the three months
ended  December 31, 2006  reflects  only the fair value  method.  The fair value
method was  adopted by the  Company as of January 1, 2006,  as  required by SFAS
123R.

                                                                            December 31,          December 31,
                                                                                2006                 2005
                                                                            -----------           -----------
                                                                                                 (as restated)

Loss applicable to common shareholders, as reported                         $   (64,414)          $(1,384,819)
Stock-based employee compensation, as reported                                      -0-                48,017
Stock-based employee compensation under the fair value method                      (-0-)             (595,616)
                                                                            -----------           -----------
Pro forma loss applicable to common shareholders under fair value method    $   (64,414)          $(1,932,418)
                                                                            ===========           ===========
Loss applicable to common shareholders per share, as reported               $     (0.00)          $     (0.01)
                                                                            ===========           ===========
Pro forma loss  applicable  to common  stockholders  per share  under fair
value method                                                                $     (0.00)          $     (0.02)
                                                                            ===========           ===========
</TABLE>

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

               Risk free interest rate          4.5%
               Expected volatility              154%

                                       16
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

6.    LOANS PAYABLE-CONVERTIBLE DEBENTURES

Long term debt at March 31, 2006                                       $738,602
Converted                                                              (143,500)
Amortization of discount                                                315,442
                                                                       --------
                                                                        910,544
Less; current maturities                                                910,544
                                                                       --------
Long term debt at December 31, 2006                                    $      0
                                                                       --------

During the nine months ended December 31, 2006,  the Company issued  $212,000 of
convertible promissory notes for cash. The notes bear interest at 8% and 10% and
are due in one year from date of issue. The notes are convertible into shares of
the Company's common stock at 50% of the market value on the date of conversion.

The fair value of the  beneficial  conversion of the above notes is greater that
the fair value of the debt resulting in a debt discount of $201,065.

On September 22, 2006, the Company issued a convertible  promissory  note in the
amount of $700,000. The note required prepayment of interest at 14%. As a result
of this issuance,  the Company  received cash proceeds of $504,000.  The note is
due on September 22, 2008. The note is convertible  into shares of the Company's
common stock at the lesser of (a) one half (1/2) of the trading  value  (closing
bid  price) of the  common  stock at the time of  conversion  or (b) $0.06  (six
cents)

On September 28, 2006, the Company issued a convertible  promissory  note in the
amount of $107,500 in consideration and conversion of a $105,000 investment from
2005.  The note bears interest at 10% and is due September 30, 2007. The note is
convertible  into shares of the Company's  common stock at the lesser of (a) one
half (1/2 of the trading  value  (closing  bid price) of the common stock at the
time of conversion or (b) $0.02 (two cents).

The fair value of the  beneficial  conversion of the above notes is greater than
the fair value of the debt  resulting in a debt discount of $768,237 which would
have been charged to Interest Expense-Debenture Amortization.  However, since we
do not have enough authorized  shares to cover the conversion,  Contingent Stock
Settlement Liability has been credited as against Additional Paid In Capital.

COMMITMENTS AND CONTINGENCIES

Due to the  Company's  financial  position,  from time to time,  the Company may
become party to

                                       17
<PAGE>

                              ADZONE RESEARCH, INC.
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED DECEMBER 31, 2006

collection  actions,  litigation  and/or judgments related to the non-payment of
various  operating  expenses.  Management is of the opinion that an  appropriate
provision  for  amounts  due and other  related  expenses  have been made in the
accompanying financial statements.






                                       18
<PAGE>

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

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

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

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

OVERVIEW

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

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

                                       19
<PAGE>

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

RESULTS OF OPERATIONS

Nine Months Ended December 31, 2006 and December 31, 2005

Revenues:  Revenues  for the nine months  ended  December  31, 2006  amounted to
$91,646  compared to $139,993 for the nine months ended December 31, 2005.  This
decrease in revenue in the amount of $48,347 is  primarily  attributable  to the
termination  of a prior  licensing  agreement  which we  entered  into  with The
Justice  Fund and the  consummation  of a new  licensing  agreement  dated as of
October 3, 2005 which we entered into with All-In Movie LLC for the licensing of
the Company's  technologies.  The current period revenues were derived from this
license  agreement  related  to the  commercial  application  of  the  Company's
technologies.

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

Consulting and professional  services:  Consulting and professional services for
the nine  months  ended  December  31, 2006  amounted to $806,016  compared to a
$1,353,633  for the nine months ended  December  31,  2005.  The decrease in the
amount of $547,617 was primarily attributable to a curtailment in the engagement
of firms to raise capital,  assist in contract negotiation and assist in seeking
strategic merger/acquisition  candidates.  During the nine months ended December
31, 2006,  these  expenses  were largely paid with equity  securities  that were
valued  at the  closing  market  price on the  date  issued  or,  in the case of
warrants,   using  the  Black  Scholes  Valuation  Model  (see  Note  5  to  the
accompanying  Condensed Financial  Statements).  There can be no assurances that
equity will be acceptable to the Company's consultants on an extended basis.

Salaries and related costs: Salaries and related costs for the nine months ended
December 31, 2006  amounted to $1,787,821  compared to  $1,370,721  for the nine
months ended December 31, 2005.  The increase in the amount of $417,100  relates
to a higher head count compared to the same period last year and the issuance of
stock grants and options to employees.  In addition, as a result of the adoption
of SFAS  No.123R,  the  Company is required to  recognize  greater  compensation
expense for the options issued to employees beginning in January, 2006.

General  and  administrative  expenses:   General  and  administrative  expenses
amounted to $571,722  for the nine months ended  December 31, 2006,  compared to
$775,520  for the nine months ended  December 31, 2005.  The decrease is largely
attributable  to the  reduction  in the  issuance of stock grants and options to
Directors, and the elimination of the penalty in the Nutmeg Agreement.

                                       20
<PAGE>

Depreciation and amortization: Depreciation and amortization amounted to $18,390
for the nine months ended December 31, 2006, compared to $11,917 for the nine
months ended December 31, 2005. The increase in the amount of $6,473 was
attributable to higher levels of fixed assets in the current period. While the
Company has no commitments to acquire property and equipment, significant levels
of future revenue producing contracts, if any, will require comparable
significant investments in fixed assets.

Other income (expense): Other income (expense) amounted to $659,034 for the nine
months ended December 31, 2006, compared to ($1,235,439) for the nine months
ended December 31, 2005. The components of other income (expense) are as follows
for the nine months ended December 31, 2006 and 2005.

                                                           2006       2005
                                                       ------------------------
    Other income (expense)
             Interest income (expense), net            $  (70,526)$     (22,568)
             Interest expense-debenture amortization     (315,440)     (250,013)
             Extinguishment gains (losses) (a)          1,045,000      (230,858)
             Derivative loss (b)                              ---      (732,000)
                                                      -------------------------
                                                       $  659,034   $(1,235,439)
                                                      =========================

      (a)   Extinguishment  gains at  December  31, 2006  represent  amounts due
            under the new Nutmeg Agreement which consisted of stock and warrants
            valued at $1,100,000 at March 31, 2006,  was reduced at December 31,
            2006 to $-0- to reflect the market price at December 31, 2006.  (See
            the Nutmeg  Subscription  Agreement in the Notes to the accompanying
            Unaudited  Condensed  Financial  Statements).  The Company  issued a
            convertible  promissory  note in  consideration  and conversion of a
            $105,000 investment from 2005 resulting in an extinguishment loss of
            $55,000.

      (b) Derivative loss:

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

                                       21
<PAGE>

Preferred  stock  dividends:  Preferred  stock  dividends  relate to  cumulative
dividend features  associated with the Company's Series A and Series B Preferred
Stock.  Preferred stock dividends were $2,511 during the nine month period ended
December 31, 2006 and $2,511  during the nine month  period  ended  December 31,
2005. For purposes of computing loss  attributable to common  stockholders,  net
loss is increased by preferred stock dividends.

LIQUIDITY AND CAPITAL RESOURCES

GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLANS

The preparation of financial  statements in accordance  with Generally  Accepted
Accounting  Principles  contemplates  that the Company will  continue as a going
concern.  As noted  in the  accompanying  condensed  financial  statements,  the
Company  incurred  a net loss of  $2,433,269  and  used  cash of  $1,215,432  in
conducting  its  operations  during the nine months ended  December 31, 2006. In
addition,  the Company has a working capital deficiency of $3,173,988 as of that
date.  These recurring  conditions raise  substantial  doubt about the Company's
ability to continue as a going concern.

While operating cash flows for the remaining  periods in fiscal year ended March
31, 2007 are not projected to be sufficient to sustain the Company's operations,
management  currently  believes  that existing cash reserves of $279,539 will be
sufficient  to fund  operating  costs  for a period of  approximately  twelve to
eighteen months.  Management  considered the following  specific elements of its
internal projections in making its conclusions about its ability to continue for
approximately twelve to eighteen months:

      a.    Management does not believe that the significant  level of cash used
            in  operations  during  the nine  months  ended  December  31,  2006
            $1,215,432  is  indicative  of cash flow usage  during the next four
            fiscal quarters, as certain vendors continue to accept the Company's
            equity  securities for  compensation  for their services,  which has
            helped and will  continue to help  preserve  cash,  provided that we
            have to obtain the requisite  vote of our  shareholders  to increase
            out total  authorized  shares of common  stock.  While such non-cash
            expense  is not  currently  expected  to be as high in the near term
            future  quarters  as during  the  current  nine  months,  based upon
            ongoing discussions with the vendors,  management believes that they
            will continue to accept such securities in the foreseeable future.

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

      c.    The Company is presently pursuing additional financing.

      In addition,  the Company does not anticipate  making any significant loan
payments in the near future.

                                       22
<PAGE>

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

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

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

On October 3, 2005,  Adzone entered into an Internet  Monitoring  Agreement with
the Justice Fund.  Under the  agreement,  Adzone will monitor the Internet using
its Inter-cept  Internet  monitoring  technology for pirated copies of the movie
"All In" and 2 planned  sequels.  The agreement  value to Adzone is $100,000 and
was paid in  October,  2005.  The  resulting  revenue  from this  agreement  was
deferred and is being recognized over the term of the agreement. At December 31,
2006, $88,888 is associated with this agreement and is included in revenue.

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

LIQUIDITY

December 31, 2006 compared to March 31, 2006

The Company has working  capital  deficit of  $3,173,988 as of December 31, 2006
compared to $2,595,874 as of March 31, 2006. Net working capital of $426,100 was
generated  from financing  activities  during the nine months ended December 31,
2006,  consisting  primarily of the exercise of stock  options by employees  and
borrowings  under  convertible  debentures.  The working capital  generated from
these   financing   activities  was  diminished  by  $1,215,432  from  operating
activities.  Operating activities during the nine months ended December 31, 2006
reflected significant continuing operating losses.

OFF BALANCE SHEET ARRANGEMENTS

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


                                       23
<PAGE>

PART I.  CONDENSED FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

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

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

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

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

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

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

(b) Changes in Internal Controls

There have been no changes in our  internal  control  over  financial  reporting
identified in connection with the evaluation  required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred  during the small business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

                                       24
<PAGE>

PART II.  OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

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

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

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

On October 2, 2006, the Company agreed to amend a common stock purchase  warrant
issued to the holder as part of her  investment  to purchase  approximately  1.5
million shares of common stock at a per share purchase price equal to $0.07. The
warrant was amended to increase the total shares  underlying  the warrant to 4.3
million  shares,  exercisable  into  common  stock at $0.025 per share and shall
expire on May 31,  2011.  The balance of the warrant  agreement  remains in full
effect.

On December  11,  2006,  the  Company  agreed to amend a common  stock  purchase
warrant  issued  to  the  holder  as  part  of  her  finder's  fee  to  purchase
approximately  264,286  shares of common  stock at a per  share  price  equal to
$0.07.  The  warrant was amended to increase  the total  shares  underlying  the
warrant to 740,000  shares,  exercisable  into common  stock at $0.025 cents per
share and shall  expire  May 31,  2011.  The  balance of the  warrant  agreement
remains in full effect.

During the nine month period ended  December  31,  2006,  the Company  issued an
aggregate of 4,331,039 shares of common stock, as follows:  (i) 2,067,839 shares
for the  conversion of  convertible  debentures  at a conversion  price equal to
$.07; and (ii) 2,263,200 shares for consulting and non-employee related services
performed on behalf of the Company valued at $.11 to $.12 per share.

During the nine month period ended  December 31, 2006, the Company issued 75,000
warrants to a consultant as compensation  for services  performed.  The warrants
are exercisable into common stock at $.09 to$.14 per share.

During the nine months ended December 31, 2006, the Company issued $212,000 of
convertible promissory notes for cash. The notes bear interest at 8% and 10% and
are due in one year from date of issue. The notes are convertible into shares of
the Company's common stock at 50% of the market value on the date of conversion.

On September 22, 2006, the Company issued a convertible  promissory  note in the
amount of  $700,000.  The note  required  prepayment  of  interest at 14% of the
principal  amount,  and as a result,  the  Company  received  cash  proceeds  of
$504,000.  The note is due on September 22, 2008. The note is  convertible  into
shares  of the  Company's  common  stock  at the  lesser  of (a) one half of the
closing bid price of the common stock at the time of conversion or (b) $0.06.

                                       25
<PAGE>

On September 28, 2006, the Company issued a convertible  promissory  note in the
amount of $107,500 in consideration for conversion of a $105,000 investment from
2005.  The note bears interest at 10% and is due September 30, 2007. The note is
convertible  into shares of the Company's  common stock at the lesser of (a) one
half of the closing bid price of the common stock at the time of  conversion  or
(b) $0.02.

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

                                       26
<PAGE>


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

NONE.


                                       27
<PAGE>


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

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


                                       28
<PAGE>


PART II.  OTHER INFORMATION
ITEM 5. OTHER INFORMATION

NONE.


                                       29
<PAGE>



PART II.  OTHER INFORMATION
ITEM 6. EXHIBITS

(a)   Exhibits

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







                                       30
<PAGE>








<PAGE>



                                   SIGNATURES

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

ADZONE RESEARCH, INC.


/s/ Charles Cardona     Chief Executive Officer          February 14, 2007
-----------------     Principal Executive Officer)
Charles Cardona        and Principal Accounting
                                Officer


                                       31
<PAGE>



ADZONE RESEARCH, INC.
EXHIBIT INDEX


     Exhibit
     -------


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

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



                                       32