UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

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(Mark one)

[x]  Annual Report Under Section 13 or 15(d) of The  Securities  Exchange Act of
     1934

          For the fiscal year ended March 31, 2002

[ ]  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)

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

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

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

      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock $0.001 par value

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended March 31, 2002 was $2,890.

The aggregate market value of voting common equity held by  non-affiliates as of
March  31,  2002 was  approximately  $496,948,  using the  closing  price of the
Company's common stock of $0.05 per share on July 10, 2002.

As of July 2, 2002,  there were  29,880,129  shares of Common  Stock  issued and
outstanding.

Transitional Small Business Disclosure Format : Yes    No X
                                                   ---   ---
<PAGE>

                              ADZONE RESEARCH, INC.
                                TABLE OF CONTENTS



                                                                     Page Number
                                                                     -----------
Part I

Item 1 - Description of Business                                               3
Item 2 - Description of Property                                               8
Item 3 - Legal Proceedings                                                     8
Item 4 - Submission of Matters to a Vote of Security Holders                   8

Part II

Item 5 - Market for Company's Common Stock and Related Stockholders Matters    8
Item 6 - Management's Discussion and Analysis or Plan of Operation            13
Item 7 - Index to Financial Statements                                        16
Item 8 - Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosures                              16

Part III

Item 9 - Officers and Directors                                               16
Item 10 - Executive Compensation                                              18
Item 11 - Security Ownership of Certain Beneficial Owners And Management      21
Item 12 - Certain Relationships and Related Transactions                      23
Item 13 - Exhibits and Reports on 8-K                                         23

Signatures                                                                    24






                                                                               2

<PAGE>

                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

Certain  statements  contained in this annual report on Form 10-KSB,  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-KSB  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.


PART I

Item 1 - Description of Business

General
-------

AdZone Research, Inc.(the "Company" or "AdZone") was 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 its inception  until June 1999, the Company had no significant  operations.
In June 1999,  Management  decided to  capitalize  on the  advances  on Internet
technology  that had occurred since the Company's  inception in order to reach a
broader  customer  base.  The Company  began to offer its  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.

In January 2000, the Company registered its Common Stock with the Securities and
Exchange  Commission on Form 10-SB under the Securities Exchange Act of 1934 and
became a publicly reporting  company.  The Company also filed a request with the
NASD for clearance of quotations on the OTC Bulletin Board under Rule 15c2-11 of
the  Securities  Exchange  Act of 1934.  A  clearance  letter  was issued to the
Company, then known as Executive Help Services, Inc., and the Company was issued
its initial  trading symbol EHSV. The Company's first posted trade was conducted
on May 30, 2000.

Upon a change in management that occurred in January 2001, the Company abandoned
its previously adopted business plan. However, from January 2001 until August of
that year,  the Company did not engage in any  significant  activity  other than
negotiating a proposed merger with AdZone Interactive, Inc. ("AII"), a privately
held  corporation.  AII  was  founded  in  March  2000  to  engage  in  Internet
advertising  research by extracting various data elements through the monitoring
of Internet websites maintained by independent third parties.

On August 10, 2001,  the Company  closed an Agreement and Plan of Share Exchange
with AII whereby  the  Company  exchanged  18,000,000  shares of its  restricted
common  stock  for  100% of the  issued  and  outstanding  common  stock of AII.


                                                                               3

<PAGE>

Immediately  thereafter  the Company  effected a merger of the two entities with
the  Company as the  surviving  entity.  At the time of the  merger the  Company
changed its  corporate  name to AdZone  Research,  Inc.  and changed its trading
symbol to ADZR.

Since its merger with AII, the Company has  continued  the business of AII as an
Internet advertising research firm engaged in the extraction of data through the
monitoring of internet  websites.  The  extracted  data are then used to provide
various market research statistics and other focused information as requested by
the Company's  clients.  Among the  applications  of the extracted  data are the
compilation  of  advertising  activity  and  information  regarding  advertising
expenditures on Internet websites. The Company also has developed a subscription
based online application for accessing data from websites that are hosted within
the United States,  the United Kingdom,  Europe, and Asia and for providing such
data to its clients in a variety of customizable report formats.

The events of  September  11, 2001 and threats of terrorist  activity  that have
occurred  subsequently thereto have generated additional interest in the Company
as a potential provider of Internet data mining information from various private
and public sector clients, including the federal government and the State of New
York.  Shortly after September 11, 2001, the Company was contacted by the United
States  Office of Homeland  Security,  which  expressed an interest in using the
Company's NetGet(TM) Internet monitoring  technology to monitor the internet for
terrorist planning and other communication.  The Company believes its technology
is well  suited for this  purpose  and has been  working  with local  members of
Congress in both the House and Senate to secure  funding for its  proposal.  The
proposal  has earned  support from various  Congressmen,  including  Congressman
Felix Grucci,  who has requested  that an  appropriation  of $32 million for the
Company's  proposal be included  in the  federal  budget for an 18-month  period
beginning in October 2002.  The Company has also held several  meetings with New
York State  officials  regarding  a  possible  contract  to  provide  monitoring
services of New York State  websites to prevent  tampering  and other  terrorist
related activity.

Based on its initial  discussions  with officials of the federal  government and
the State of New York,  management  believes  that the Company is well placed to
obtain federal and New York State contracts for internet  monitoring of possible
terrorist  communication  and  planning  and various  forms of  cybercrime.  The
Company  is  also  negotiating  with  officials  of  the  Global  Public  Health
Intelligence  Network, a world-wide public health  organization based in Canada,
and the World Health Organization based Geneva, for possible contracts or grants
to provide internet monitoring for possible bioterrorist activities.  Management
cannot provide any assurances,  however,  that it will be able to receive grants
from or to conclude contracts with any of such agencies.

In June 2002,  the Company  concluded a Systems  Integrator  Agreement  with the
Raytheon  Company  under  which  Raytheon  agreed to use its  efforts  to obtain
systems integrator  agreements with smaller technology firms to provide software
tools developed by the Company that would enhance the data analysis capabilities
of Raytheon's  software or that would more effectively  gather data for analysis
by Raytheon and any of its systems integrator partners.  Raytheon's intent is to
demonstrate the Company's  technologies in conjunction with its own technologies
to its  prospective  governmental  customers,  which  include all  agencies  and
departments  of the United  States  government  and its  approved  international
allies.

In June 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.

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


                                                                               4

<PAGE>

Competition
-----------

AdZone has several competitors, many of which have financial and other resources
that are far greater than its own. The  Company's  limited  resources may hinder
its  ability  to  compete   effectively.   AdZone's   principal   competitor  is
AdRelevance, a division of Media Metrix, which offers panel data and expenditure
information  on close to 1,000 web sites as well as an  online  application  for
accessing  certain  of its data.  Competitive  Media  Research  (CMR) is another
significant  competitor  of the Company  whose  product,  Adnet Track US, offers
Internet expenditure data from approximately 300 web sites.  Management believes
that CMR's  product  is similar in  methodology  to its own,  but  believes  the
Company's technology is superior and that its database contains more information
on a greater  number of sites.  In addition,  Leading Web  Advertisers,  another
significant competitor, offers custom reports on banner creativity.

Employees
---------

AdZone has 5  employees  consisting  of  Charles  Cardona,  its Chief  Executive
Officer, Daniel Wasserman, its Executive Vice President and Managing Director of
the Global Defense  Group,  a programmer  that assists Mr. Cardona in developing
and writing software for the Company's services and products,  and two part-time
clerical staff,  both of whom are related to Charles  Cardona.  John Cardona had
served as President of the Company until his  resignation  from such position in
June 2002.  John  Cardona has agreed to  continue  to act as  Homeland  Security
Defense  Advisor to the Company  advising  the  Company on matters of  long-term
corporate planning and global and operational strategies.  None of the Company's
employees is  represented  by a union,  and the Company  considers  its employee
relations to be good.

Sales and Marketing
-------------------

The  Company  markets its  products  and  services  principally  through  e-mail
distributions   to  selected   target   markets   and   through  its   websites,
www.adzoneinteractive.com, www.adzoneresearch.com, and www.adzonereports.com.

Distribution Methods of Products or Services
--------------------------------------------

The  Company  distributes  its  products  and  services  electronically  through
e-mailing its reports to the client,  posting such reports to a private  website
that is accessible  to the client,  distribution  of the report on a CD-ROM,  or
faxing its reports to the client location. In June 2002, the Company concluded a
Systems Integrator  Agreement with Raytheon Company,  whereby Raytheon agreed to
demonstrate and promote sales of the Company's  proprietary software for defense
and security  applications.  Any such sales of the Company's  software  products
through Raytheon,  therefore,  will be completed through sales of Raytheon's own
technology with which the Company's products will be integrated.

Status of Any Publicly Announced New Product or Service
-------------------------------------------------------

The Company's systems  integrator  contract with Raytheon has only recently been
concluded  (June  2002),  and the Company is not able to predict the effect that
such contract will have, if any, on the Company's operating results or financial
position.   Such  effect  will  depend  almost   entirely  on  the  efforts  and
effectiveness  of  Raytheon  in  promoting  sales of the  Company's  proprietary
software for security and defense applications.

Since  September 11, 2001,  several  federal,  New York State,  and world health
agencies have  expressed  interest in possible use of the Company's  proprietary
NetGet(TM)  software  for  Homeland  Security   applications.   Discussions  and
negotiations  are continuing with these agencies;  however,  the Company has not
concluded an agreement  with any of such  organizations  and cannot  provide any
assurances that it will be able to do so in the future.

Dependence on One or a Few Major Customers
------------------------------------------

The  Company  does  not  depend  on any one or a few  customers.  The  Company's
principal target markets for its products and services are advertising agencies,
advertisers,  large websites,  financial  companies,  media groups,  newspapers,
magazines  and  television  and radio  networks.  In  addition,  the Company has
recently been engaged in  negotiations  with agencies of the federal  government
and the State of New York to  provide  internet  monitoring  services  to detect

                                                                               5

<PAGE>

possible  terrorist  communication  and planning as well as possible  cybercrime
activity,  and with the World Health  Organization  and the Global Public Health
Intelligence Network to provide monitoring for possible bioterrorist activities.

Patents, Trademarks,  Licenses, Franchises,  Concessions,  Royalty Agreements or
--------------------------------------------------------------------------------
Labor Contracts, Including Duration
-----------------------------------

The  Company  owns  its  internet   domain  names,   www.adzoneinteractive.com,,
www.adzoneresearch.com,  and  www.adzonereports.com,  and  holds  a  common  law
copyright on all of its proprietary  software.  The Company has no current plans
to apply for patents, trademarks or federal copyright protection and will assess
the need for any  copyright,  trademark  or patent  applications  on an  ongoing
basis. In addition, the Company has no plans to enter into franchise, concession
or labor  contracts.  In June 2002, the Company  concluded a Systems  Integrator
Agreement with Raytheon  Company pursuant to which it granted Raytheon the right
to integrate certain of the Company's  proprietary software for integration with
Raytheon's software for defense and security applications.

Need for Government Approval of Principal Products or Services
--------------------------------------------------------------

The Company is not required to apply for or obtain any  government  approval for
its products or services.

Effect of Existing or Probable Governmental Regulations on the Business
-----------------------------------------------------------------------

The  Company  is not  currently  subject  to  direct  federal,  state  or  local
regulation in the United States other than regulations  applicable to businesses
generally or directly applicable to electronic commerce. However, it is possible
that a number of laws and  regulations  may be adopted in the United States with
respect to the  internet.  These  laws may cover  issues  such as user  privacy,
freedom of  expression,  pricing,  content and quality of products and services,
taxation,  advertising,  intellectual  property rights and information security.
Furthermore,  the  growth  of  electronic  commerce  may  prompt  calls for more
stringent consumer  protection laws. Several states have proposed and/or enacted
legislation  to limit the use of personal user  information  gathered  online or
require online services to establish privacy policies. The adoption of such laws
could  create  uncertainty  in  internet  usage and  reduce  the  demand for all
products and serves. The Company is not certain how its business may be affected
by the application of existing laws governing issues such as property ownership,
copyrights,  encryption and other intellectual property issues, taxation, libel,
obscenity  and export or import  matters.  The vast  majority of those laws were
adopted  prior  to  the  advent  of  the  internet.  As a  result,  they  do not
contemplate   or  address  the  unique   issues  of  the  internet  and  related
technologies.  Changes in laws  intended  to address  such issues  could  create
uncertainty in the internet  marketplace.  That uncertainty  could reduce demand
for the Company's products or services or increase the cost of doing business as
a result of litigation costs or increased service delivery costs.

Estimate  of the  Amount  Spent  During  Each of the  Last Two  Fiscal  Years on
--------------------------------------------------------------------------------
Research and Development  Activities,  and if Applicable the Extent to Which the
--------------------------------------------------------------------------------
Cost of Such Activities are Borne Directly by Customers
-------------------------------------------------------

The  Company  has  expended   approximately  $679,168  for  development  of  its
proprietary   software   during  the  fiscal  year  ended  March  31,  2001  and
approximately  $71,463  during  its 2002  fiscal  year.  The cost of all of such
development was funded through the sale of the Company's  equity  securities and
was not borne directly by the Company's customers.

Possible Private Placement of the Company's Convertible Preferred Stock
-----------------------------------------------------------------------

In June 2002,  the Company  signed a  Financial  Services  Agreement  with First
American  Financial  Group ("First  American")  pursuant to which First American
agreed to attempt to  complete  a private  placement  of up to $5 million of the
Company's  convertible  preferred  stock.  If such  financing is completed,  the
Company is obligated to pay First American cash compensation  equal to 5% of the
gross amount of such  financing and a number of shares of common stock  computed
by dividing 5% of the gross  proceeds  of the  financing  by the price per share
agreed to between the Company and the investor.


                                                                               6

<PAGE>

Dividends on the preferred stock would be payable  semi-annually  at the rate of
9% per  annum,  with the  conversion  rate and other  terms to be  agreed  upon.
Holders of the  convertible  preferred stock will have  antidilution  and piggy-
back registration rights.

If  First  American   identifies  a  proposed   purchaser(s)  of  the  Company's
convertible  preferred stock acceptable to the Company, and the Company and such
proposed  purchaser(s)  agree upon the  conversion  rate and other  terms of the
convertible  preferred stock, First American has agreed to provide a bridge loan
to the Company of $500,000,  with  interest  payable on such loan monthly at the
rate of 12% per annum.  The Company  shall be obligated to repay the bridge loan
on a date which is the earlier of three  months after the date such loan is made
or the date on which a closing  on the  purchase  of at least $1  million of the
Company's convertible  preferred stock is held. As additional  consideration for
such loan,  the Company will be obligated to issue to First American a number of
shares of common stock computed by dividing  $50,000 by the average  closing bid
price of the Company's  common stock for the  10-consecutive  trading day period
prior to the first closing of the purchase of the convertible  preferred  stock.
If the bridge loan is extended  beyond the initial three month term, the Company
is obligated to issue to First American  additional  common stock using the same
formula contained in the previous sentence.

As of the date of this Report,  First American has not introduced the Company to
any proposed  purchaser(s) of the Company's  convertible  preferred  stock,  and
management  cannot  provide  any  assurance  that  the  Company  will be able to
complete any such financing.

Costs and Effects of Compliance with Environmental Laws
-------------------------------------------------------

The Company has not expended any funds for compliance  with  environmental  laws
and does not anticipate its business plan will require any such compliance.

Reports to Security Holders
---------------------------

The Company has not in the past  provided an annual  report to its  shareholders
and does not intend to do so until it is able to generate sufficient revenues to
fund the expense of such reports. The Company is subject to the disclosure rules
of Regulation S-B for a small  business  issuer under the Securities Act of 1933
and the Securities Exchange Act of 1934 and is therefore required to file a Form
10-KSB annually and Forms 10-QSB quarterly. In addition, the Company is required
to file Forms 8-K and other proxy and  information  statements from time to time
as required.

The public may read and copy any materials the Company files with the Securities
and Exchange  Commission,  ("SEC"),  at the SEC's Public  Reference  Room at 450
Fifth Street, N.W.,  Washington D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an internet site  (http://www.sec.gov)  That contains  reports
,proxy and information statements,  and other information regarding issuers that
file electronically with SEC.

Dependence on and Control by Management
---------------------------------------

Charles  Cardona,  our Chief Executive  Officer and Chairman of the Board,  John
Cardona,  a member of our Board of  Directors,  and other members of the Cardona
family beneficially own in the aggregate  approximately 54.7% of the outstanding
shares of the Company's common stock. Accordingly,  such individuals may be able
to  control  the  election  of  directors  and  all  other  matters  subject  to
shareholder  vote.  This  concentration  of  ownership  may have the  effect  of
delaying  or  preventing  a change of control of AdZone,  even if this change of
control would benefit shareholders. In addition, our future success depends to a
significant extent on the efforts and abilities of Charles Cardona.  The loss of
the services of Mr. Cardona could  substantially  harm our business.  Should Mr.
Cardona's  services be  terminated,  we may be unable to attract,  motivate  and
retain a suitable replacement for him.


                                                                               7
<PAGE>

Item 2 - Description of Property

The Company conducts its administrative, development and marketing operations in
facilities leased from an unrelated party at 211 Roanoke Avenue,  Riverhead,  NY
11901 on a  month-to-month  basis at a rental rate of  approximately  $1,200 per
month.  Management  believes that the facilities  used by it in the operation of
its business are  adequately  covered by insurance and are suitable and adequate
for their purposes.


Item 3 - Legal Proceedings

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.  The Company may be subject to a claim
relating  to  certain  previously  leased  facilities.  In May 2000 the  Company
executed a 5-year lease for a marketing premises in the Empire State Building in
New York City.  This  office was closed  prior to March  2001,  and the  Company
surrendered the premises to the landlord. The scheduled annual rental amount was
approximately $65,145 for the period from May 1, 2000 through December 31, 2001;
approximately  $68,175 for the period from  January 1, 2002  through  August 31,
2003;  and  approximately  $71,205 for the period from September 1, 2003 through
April 30, 2005. Additionally, the Company was responsible for its pro-rata share
of increases in ad valorem taxes, utilities, insurance and common area operating
costs over the base year expenses.  The lease also provided that in the event of
the Company's early  termination of the lease,  the Company would be responsible
for supplemental  amounts during the occupancy period using the effective annual
rental  yield of  approximately  $68,175  and the amounts  actually  paid by the
Company.  The Company has surrendered all security deposits to the landlord.  To
date,  the  Company has not  received  any notice  from the  landlord  demanding
amounts additional to such security deposits.  Management cannot provide you any
assurances, however, that such demand may not be made in the future.


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

The Company has not conducted any meetings of shareholders  during the preceding
quarter or periods subsequent thereto.


PART II

Item 5 - Market for Company's Common Stock and Related Stockholder Matters

As of July 2, 2002,  there  were  29,880,129  shares of $0.001 par value  common
stock (the "Common Stock") of the Company outstanding and owned by approximately
142  shareholders of record,  exclusive of shareholders  holding their shares in
street name.

Our Certificate of Incorporation  authorizes the issuance of 100,000,000  shares
of common stock, $0.001 par value per share, and 20,000,000 shares of $0.001 par
value preferred stock. No shares of preferred stock have been issued. Holders of
shares of common stock are entitled to one vote for each share on all matters to
be voted on by the stockholders.  Holders of common stock have cumulative voting
rights.  Holders  of shares of common  stock are  entitled  to share  ratably in
dividends,  if any,  as may be  declared,  from  time to  time by the  Board  of
Directors in its discretion, from funds legally available therefor. In the event
of a  liquidation,  dissolution,  or winding up of the  company,  the holders of
shares of common stock are entitled to share pro rata all assets remaining after
payment in full of all  liabilities.  Holders of common stock have no preemptive
or other  subscription  rights, and there are no conversion rights or redemption
or sinking fund provisions with respect to such shares.

In January,  2000,  the Company  became a publicly  reporting  company under the
Securities  Exchange  Act of 1934,  after  filing a Form  10-SB  with the United
States Securities and Exchange Commission. The Company also filed a request with
the NASD for  clearance  of  quotations  on the OTC  Bulletin  Board  under Rule
15c2-11 of the Securities Exchange Act of 1934. A clearance letter was issued to
the Company,  then known as Executive Help  Services,  Inc., and the Company was

                                                                               8

<PAGE>
<TABLE>
<CAPTION>

issued its initial  trading  symbol,  EHSV. The Company's first posted trade was
conducted on May 30, 2000.  Concurrently  with its merger with AII on August 10,
2001,  the Company  changed its  corporate  name to AdZone  Research,  Inc.  and
changed its trading symbol to ADZR.

The following are the high and low closing prices of the Company's  Common Stock
for each quarter during the last two fiscal years:

                                                      High                  Low

Fiscal Year ended March 31, 2002
--------------------------------
   First Quarter                                     $0.25                 $0.09
   Second Quarter                                    $0.14                 $0.07
   Third Quarter                                     $0.38                 $0.03
   Fourth Quarter                                    $0.20                 $0.04

Fiscal Year ended March 31, 2001
--------------------------------
   First Quarter                                     $0.25                 $0.25
   Second Quarter                                    $1.96                 $0.50
   Third Quarter                                     $2.06                 $0.12
   Fourth Quarter                                    $1.15                 $0.12

Equity Compensation Plan Information
------------------------------------

The following  table sets forth the aggregate  number of shares of the Company's
Common Stock that may be issued upon exercise of outstanding  options granted to
Mr. Charles Cardona,  our Chairman of the Board and Chief Executive Officer, and
Mr. John Cardona,  our former  President and a Director of the Company,  and the
weighted average exercise price of such options.


                                                                                          Number of
                                                                                          securities remaining
                                                Number of              Weighted-          available for future
                                                securities to be       average            issuance under
                                                issued upon            exercise           equity
                                                exercise of            price of           compensation plans
                                                outstanding            outstanding        (excluding securities
                                                options,               options,           reflected in the first
                                                warrants and           warrants           column of this
                                                rights                 and rights         table)
                                                ----------------       -----------        ----------------------
<S>                                             <C>                    <C>                <C>
Equity compensation plans approved by                 -0-                  -0-                    -0-
security holders

Equity compensation plans not approved             2,000,000              0.10                    -0-
by security holders

   Total                                           2,000,000              0.10                    -0-

</TABLE>

Dividend policy
---------------

The Company has never paid or declared a cash dividend on its common stock.  The
Board of  Directors  does not  intend to declare  or pay cash  dividends  in the
foreseeable  future.  It is the  current  policy  of the  Board  to  retain  all
earnings, if any, to support future growth and expansion.


                                                                               9

<PAGE>

Recent Sales of Unregistered Securities
---------------------------------------

AdZone Interactive, Inc. - pre-August 10, 2001
----------------------------------------------

On September 10, 2000, AdZone Interactive,  Inc. (formerly  Web-AdNet.com) (AII)
filed a  Certificate  of Amendment of the  Certificate  of  Incorporation  to 1)
change its  corporate  name to AdZone  Interactive,  Inc.; 2) modify its capital
structure to allow the issuance of up to  25,000,000  shares of $0.001 par value
preferred stock and 75,000,000  shares of $0.001 par value common stock from the
originally authorized 1,000 shares of no par value common stock; and 3) effect a
125,000 for 1 forward stock split of the issued and outstanding  common stock at
the date of the Amendment.

At its  February  28, 2000  incorporation,  AII issued  21,250,000  shares (on a
post-split  basis) of restricted  $0.001 par value common stock to its founders:
Charles  Cardona,  Reidar  Sjoen,  Ronald  Mayhew and  William  Joubert for cash
proceeds of $150.

On February 29, 2000,  AII executed an agreement to issue  3,750,000  post-split
shares of  restricted  $0.001 par value  common  stock to an  investment  group,
consisting  of the Regency  Group  Limited,  a private  entity  managed by Terry
Neild, Terry Neild,  Victoria Neild and Investment Capital Corporation,  another
private entity managed by Terry Neild, for gross proceeds of $1,000,000. Of such
amount,  $400,000  was  received  prior to March 31,  2000 and the  balance  was
received  during the year ended March 31, 2001.  AII relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  of
these shares.

On November 30, 2000, AII issued 666,665  post-split shares of restricted $0.001
par value common stock to an existing shareholder investment group consisting of
Terry Neild,  Seth Blumenthal,  Joshua  Blumenthal,  Marlene  Blumenthal,  Ralph
Massetti and  FutureCars,  Inc., a private  entity  managed by Terry Neild,  for
gross  proceeds of $290,000.  AII relied upon Section 4(2) of The Securities Act
of 1933, as amended, for an exemption from registration of these shares.

Effective  November 30, 2000, AII issued an aggregate 400,000  post-split shares
of restricted  $0.001 par value common stock to William  Joubert and Terry Neild
in payment of commissions and placement fees for  reimbursement of out-of-pocket
expenses relating to the placement of both the $1,000,000 and $290,000 issuances
of the  Company's  common  stock.  These  transactions  were valued at $0.44 per
share,  which was  equivalent to the cash price of the 666,665  shares issued on
the same date. These costs were charged against  additional paid-in capital as a
cost of obtaining capital. AII relied upon Section 4(2) of The Securities Act of
1933, as amended, for an exemption from registration of these shares.

On January 1, 2001, concurrently with the execution of a $50,000 note payable of
the same date, AII issued 250,000  post-split  shares of restricted common stock
to Eleanor  Garrett as prepayment of interest on the note.  The note contains no
language  relating  to an interest  rate other than the  issuance of the 250,000
shares. Due to the Company's  financial condition at the note date, AII utilized
an imputed  "high risk"  interest  rate of 15.0% for  valuation  purposes of the
250,000 shares issued. Accordingly, this transaction was valued at approximately
$31,250  and is being  amortized  against  operations,  using the  straight-line
method, over the respective  repayment term of the note. AII relied upon Section
4(2)  of  The  Securities  Act of  1933,  as  amended,  for  an  exemption  from
registration of these shares.

On January 31, 2001,  AII issued an  aggregate  1,095,000  post-split  shares of
restricted  common stock to various  furloughed  employees  consisting  of James
Robertson,  Valerie Cardona,  Yahaira Cruz, David Wirth,  Elizabeth Vissar, Gina
Cassidy,  Ursula Olivaras,  Marco Tapia,  Elizabeth Card, Jaime Hammel,  Michael
Cardona,  Ziaorong  Hortch,  Ivette  Moray,  Thomas  Pfeffer  and  Selma  Ahmad,
concurrently  with the termination of their  employment as performance  bonuses.
These  transactions  were valued at $0.06 per share, or  approximately  $65,700,
which  approximates  the  estimated  fair value of AII common  stock,  which was
unpriced and unlisted as of the transaction date.  Subsequent to March 31, 2001,
AII began  entering  into various  security  transactions  for cash at $0.06 per
share.  Valerie  Cardona  is the  mother of Charles  and John  Cardona.  Michael

                                                                              10

<PAGE>

Cardona is the brother of Charles and John Cardona. AII relied upon Section 4(2)
of The Securities Act of 1933, as amended, for an exemption from registration of
these shares.

On March  31,  2001,  AII  issued  an  aggregate  500,000  post-split  shares of
restricted  common stock to Charles  Cardona and John Cardona in satisfaction of
signing bonus commitments  specified in separate employment  agreements executed
on January 29, 2001 and February 9, 2001, respectively.  These transactions were
valued at $0.06 per share, or  approximately  $30,000,  which  approximates  the
estimated  fair value of the  Company's  common  stock,  which was  unpriced and
unlisted as of the  transaction  date.  Subsequent to March 31, 2001,  AII began
entering into various  security  transactions  for cash at $0.06 per share.  AII
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration of these shares.

On March  31,  2001,  AII  issued  an  aggregate  107,000  post-split  shares of
restricted  common  stock to Charles  Blanchfield,  Thomas  Kober,  Robert King,
Warren Hamburger and Theresa Kober for providing tax and accounting  services to
the Company. These transactions were valued at $0.06 per share, or approximately
$6,420,  which  approximates  both the estimated fair value of AII common stock,
which was unpriced and unlisted as of the transaction date, and the value of the
services provided by the unrelated parties to AII. Subsequent to March 31, 2001,
AII began  entering  into various  security  transactions  for cash at $0.06 per
share.  AII relied upon Section 4(2) of The  Securities Act of 1933, as amended,
for an exemption from registration of these shares.

On August 10, 2001,  all of the above  transactions  involving  AII common stock
were converted to restricted common stock at a rate of approximately 0.642 for 1
in the business  combination  transaction between Executive Help Services,  Inc.
and  AdZone  Interactive,   Inc.   Accordingly,   28,018,665  shares  of  AdZone
Interactive,  Inc. common stock were converted into 18,000,022  shares of AdZone
Research, Inc. (formerly Executive Help Services, Inc.) common stock. AII relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from registration of these shares.

AdZone Research, Inc. (formerly Executive Help Services,  Inc.) - pre August 10,
--------------------------------------------------------------------------------
2001
----

On December 8, 1998, the Company  amended its  Certificate of  Incorporation  to
change the par value of its common  stock from  $0.00001 per share to $0.001 per
share.

On June 15, 1999, the Company's  Board of Directors  approved a 45 for 1 forward
stock split of the issued and outstanding  shares of common stock,  which caused
the issued and outstanding shares to increase from 99,000 to 4,455,000.

On July 6, 2000, the Company's  Board of Directors  approved a 1.2 for 1 forward
stock split on the issued and outstanding  shares of common stock,  which caused
the issued and outstanding shares to increase from 4,455,000 to 5,346,000.

On January 16, 2001, the Company's Board of Directors issued 4,500,000 shares of
restricted common stock to officers, directors and key employees as an incentive
to retain their  services.  These  shares were issued on January 23,  2001.  The
entities or individuals  receiving these shares are as follows:  Certum Limited,
3,000,000 shares; Russell Stover Ivy, 1,000,000 shares; and Paris House Limited,
500,000 shares. On May 8, 2001, all of these shares were returned to the Company
for no  consideration  and were  given  no  economic  consideration  in the pre-
acquisition financial statements for the year ended March 31, 2001.

AdZone Research, Inc. (formerly Executive Help Services, Inc.) - post August 10,
--------------------------------------------------------------------------------
2001
----

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. ("AII") whereby the Company exchanged  18,000,022
shares of restricted common stock for 100% of the issued and outstanding  common
stock of AII and effected a merger of the two  entities  with the Company as the
surviving entity.  Concurrently  with this transaction,  the Company changed its
corporate name to AdZone Research, Inc.


                                                                              11
<PAGE>

Between April 1, 2001 and August 10, 2001, AdZone received approximately $21,600
in cash  proceeds  from the sale of  restricted  common stock of Executive  Help
Services,  Inc. to be issued concurrent with the business  combination date at a
rate of $0.06 per share.  On August 10, 2001,  approximately  360,000  shares of
common stock were issued by the Company to Barbara Welker,  Charles Blanchfield,
Marilyn Hyman, Joe Mortimer,  Thomas Clemens and Suzanne Tryphonos.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration of these shares.

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

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

In September 2001, the Company issued 500,000 shares of restricted  common stock
to Competitive  Media  Reporting,  LLC in settlement of a breach of contract and
non-competition  agreement brought by Competitive  Media Reporting,  LLC against
John Cardona and AII.  This  transaction  was valued at  approximately  $20,000,
which was equal to or in excess of the discounted closing price of the Company's
common  stock  on the  NASDAQ  Electronic  Bulletin  Board  on the  date  of the
settlement  transaction.  The Company relied upon Section 4(2) of The Securities
Act of 1933, as amended, for an exemption from registration of these shares.

In October  2001,  the Company sold an aggregate  541,110  shares of  restricted
common  stock to Gerard  Stankewicz,  Barbara  Welker,  Marcia  Strada,  Colleen
Strada,  Kenneth Ullman, R. Ullman and Thomas Clemens for aggregate  proceeds of
approximately  $25,800.  The selling price of the respective shares was equal to
or in excess of the  discounted  closing price of the Company's  common stock on
the NASDAQ Electronic Bulletin Board on the date of each respective transaction.
The Company  relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from registration of these shares.

In December 2001,  the Company sold 16,667 shares of restricted  common stock to
Gerard  Stankewicz  for  approximately  $2,000  cash.  The selling  price of the
respective  shares was less than the  discounted  closing price of the Company's
common  stock  on the  NASDAQ  Electronic  Bulletin  Board  on the  date of each
respective transaction. Accordingly, the Company recognized a non-cash charge to
operations of approximately  $500 for the difference between the "fair value" of
the  securities  sold and the cash proceeds  received.  The Company  relied upon
Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption from
registration of these shares.

On December 13, 2001,  pursuant to a Form S-8  Registration  Statement under The
Securities Act of 1933, the Company issued an aggregate 420,000 shares of common
stock to Charles  Blanchfield,  Thomas Kober,  Robert King and Theresa Kober for
providing legal and accounting services to the Company.  These transactions were
valued at approximately  $30,000,  which was in excess of the discounted closing
price of the Company's common stock on the NASDAQ  Electronic  Bulletin Board on
the date of each respective transaction.

In January 2002,  the Company sold 85,000  shares of restricted  common stock to
Ruth Makofske for approximately $5,000 cash. The selling price of the shares was
equal to or in excess of the  discounted  closing price of the Company's  common
stock on the NASDAQ  Electronic  Bulletin  Board on the date of each  respective
transaction. The Company relied upon Section 4(2) of The Securities Act of 1933,
as amended, for an exemption from registration of these shares.

Between  November 2001 and March 2002, the Company  issued an aggregate  850,000
shares of restricted common stock to six different individuals: Seth Blumenthal,
Warren Hamburger,  Jeff Halbert, Terry Neild and Warren Katz, three of whom were
existing  shareholders,  for various  consulting  services,  legal fees, general
operating  expenses  paid on behalf of the Company and office rent late  payment
fees valued at approximately $53,950. For the issuance of 825,000 of the shares,
the  issue  price of the  respective  shares  was  equal to or in  excess of the
discounted  closing price of the Company's common stock on the NASDAQ Electronic

                                                                              12

<PAGE>

Bulletin Board on the date of each respective transaction.  In one instance, the
issue price of 25,000 shares was less than the  discounted  closing price of the
Company's  common stock on the NASDAQ  Electronic  Bulletin Board on the date of
each  respective  transaction.  Accordingly,  the Company  recognized a non-cash
charge to operations of approximately  $250 for the difference between the "fair
value" of the securities sold and the cash proceeds received. The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from registration of these shares.

On January 28, 2002, the Company  registered 538,665 shares of common stock on a
Form S-8  Registration  Statement under The Securities Act of 1933 pursuant to a
Consulting Agreement with Communique Media Services  International,  Inc. and/or
Leonard Braumberger,  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 the  shares  registered  in the Form S-8
filing.  Through June 6, 2002,  the Company had issued an  aggregate  346,665 of
such shares. Each monthly issuance is charged to operations as consulting fees.

On February 21, 2002, the Company registered 303,000 shares of common stock on a
Form S-8  Registration  Statement under The Securities Act of 1933 pursuant to a
Consulting Agreement with International  Standard Consulting  Corporation and/or
Dave Grandy,  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 the shares registered in the Form S-8 filing.
Through  June 6, 2002,  the Company had issued an  aggregate  of 153,000 of such
shares. Each monthly issuance is charged to operations as consulting fees.

On May 1, 2002, the Company  issued 10,000 shares of restricted  common stock to
John Conley for advisory  services and  membership  on the  Company's  corporate
advisory  board.  These  shares  were  valued at $500,  which was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ Electronic Bulletin Board on the date of each respective transaction. The
Company relied upon Section 4(2) of The Securities Act of 1933, as amended,  for
an exemption from registration on these shares.

In May 2002,  the Company  issued an aggregate  1,500,000  shares of  restricted
common stock to Charles Cardona,  the Company's Chief Executive Officer, in lieu
of cash compensation. These shares were valued at $45,000, which was equal to or
in excess of the discounted  closing price of the Company's  common stock on the
NASDAQ  Electronic  Bulletin Board on the date of the  transaction.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration of these shares.

In May 2002,  the Company  issued an aggregate  1,500,000  shares of  restricted
common  stock  to  John  Cardona,  the  Company's  President,  in  lieu  of cash
compensation.  These  shares were  valued at  $45,000,  which was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ  Electronic  Bulletin Board on the date of the  transaction.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration of these shares.

In May 2002,  the Company  issued an aggregate  1,500,000  shares of  restricted
common stock to Valerie Cardona,  mother of Charles and John Cardona, in lieu of
cash  compensation  for clerical  services.  These shares were valued at $4,500,
which was equal to or in excess of the discounted closing price of the Company's
common  stock  on the  NASDAQ  Electronic  Bulletin  Board  on the  date  of the
transaction. The Company relied upon Section 4(2) of The Securities Act of 1933,
as amended, for an exemption from registration of these shares.


Item 6 - Management's Discussion and Analysis or Plan of Operation

General
-------

On August  10,  2001,  the  Company  completed  an  Agreement  and Plan of Share
Exchange with AdZone  Interactive,  Inc.  ("AII") whereby the Company  exchanged
18,000,022  shares of its  restricted  common  stock for 100% of the  issued and
outstanding  common stock of AII and effected a merger of the two entities  with
the Company as the surviving entity.  Concurrently with the merger,  the Company
changed its corporate name to AdZone Research, Inc.

                                                                              13
<PAGE>

For  accounting  purposes,  the  acquisition  of AII on August  10,  2001 by the
Company  effected  a change  in  control  and was  accounted  for as a"  reverse
acquisition"  whereby AII was the  accounting  acquirer for financial  statement
purposes.  Accordingly,  for all  periods  subsequent  to August 10,  2001,  the
financial  statements of the Company reflect the historical financial statements
of AII from its inception on February 28, 2000 and the operations of the Company
after the August 10, 2001 merger date.

The Company  follows the accrual basis of  accounting  in  accordance  with U.S.
generally accepted  accounting  principles.  AII had originally elected a fiscal
year-end  of  December  31.  Concurrently  with the  August  10,  2001  business
combination,  the  Company's  Board of Directors  changed the  Company's  fiscal
year-end  to  March  31.  The  accompanying  financial  statements  reflect  the
Company's  fiscal  year-end of March 31 as of the first day of the first  period
presented.

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

Fiscal Year ended March 31, 2002 compared to March 31, 2001
-----------------------------------------------------------

Due to a lack of working capital, the Company suspended virtually all activities
during Fiscal 2002. The sole revenues of the Company were derived from providing
the services of one of its  employees to Owl Data,  Inc., an entity owned by the
Company's  Chief  Executive  Officer,  Charles  Cardona,  at a cost equal to the
employee's  salary and all related  payroll taxes.  This  transaction  generated
total revenues of approximately $2,900.

The Company incurred system production and maintenance expenses of approximately
$71,000,  including  depreciation  of  approximately  $14,000,  as  compared  to
approximately $679,000 for the same period of the prior fiscal year.

The Company incurred operating expenses of approximately $201,000,  exclusive of
officer's  compensation,  for fiscal 2002, as compared to approximately $771,000
for the same period of the prior fiscal year. The Company  experienced shifts in
categorical  expenses  including a decrease in selling and marketing expenses by
approximately  $570,000,  a decrease  in  consulting  and  professional  fees of
approximately $29,000, and an increase in other general and administrative costs
of approximately $32,000.

For the fiscal year ended  March 31,  2002,  the Company  incurred a net loss of
approximately $(612,000) as compared to a net loss of approximately $(1,460,000)
for the fiscal year ended March 31, 2001. Based on the  weighted-average  number
of shares of common  stock  issued and  outstanding  at March 31, 2002 and 2001,
respectively, the Company incurred a net loss per share of approximately $(0.02)
and $(0.06).

For the fiscal  year ended  March 31,  2002 the  Company  accrued  approximately
$311,000 in compensation expense relating to employment contracts it had entered
into  with  its  Chief  Executive  Officer,  Charles  Cardona,  and  its  former
President, John Cardona.

Fiscal Year ended March 31, 2001 compared to March 31, 2000
-----------------------------------------------------------

The Company was  incorporated  in February 2000 and elected a fiscal year-end of
March  31.  Accordingly,  there  were  no  significant  assets,  liabilities  or
operating  activities  during  the  initial  period  following  formation.   The
Company's  first full period of  operating  activity  began with the fiscal year
starting April 1, 2000.

During fiscal 2001, the Company  commenced the  implementation of its extraction
of various data elements through the monitoring and review of internet  websites
developed and  maintained by  independent  third parties  worldwide.  During the
initial  testing  and  refinement  phase,  the  Company  generated  revenues  of
approximately $81,000.

                                                                              14
<PAGE>

During the initial  operating phase of the Company,  the Company incurred system
production  and  maintenance  expenses  of  approximately  $679,000,   including
depreciation of approximately $13,000.  Approximately $507,000 of these expenses
were for personnel,  payroll and related expenses with the remaining approximate
$159,000 relating to occupancy and other general expenditures.

The Company maintained a sales and marketing office in the Empire State Building
in New York City. This office was abandoned prior to March 31, 2001. During this
period,  the Company  incurred  sales and  marketing  expenses of  approximately
$614,000, of which approximately $326,000 was for personnel, payroll and related
expenses with the remaining approximate $288,000 relating to occupancy and other
general expenditures.

During the fiscal year ended March 31, 2001, the Company expended  approximately
$148,000 on various legal,  accounting,  consulting and other  professional fees
related to the formation of the Company and locating the appropriate  vehicle to
facilitate the Company's reverse  acquisition  transaction which was consummated
on August 10, 2001.

For the fiscal  year ended  March 31,  2001 the  Company  accrued  approximately
$78,000 in compensation  expense relating to employment contracts it had entered
into  with  its  Chief  Executive  Officer,  Charles  Cardona,  and  its  former
President, John Cardona.

Liquidity
---------

The  Company has  attempted  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.

The initial  capitalization of the Company through the sale of equity securities
has allowed the Company to maintain a positive cash position. The Company has no
cash on hand at March 31, 2002 as compared to  approximately  $4,000 as of March
31, 2001.

Liquidity  during  Fiscal  2001 and 2002 was  provided  principally  through the
unregistered  sales of equity  securities.  Total proceeds from these sales were
approximately  $40,000  during  Fiscal 2002 and  approximately  $890,000  during
Fiscal 2001.

Additional  funding from either the sale of equity  securities  or advances from
shareholders  will be necessary to support  future  maintenance of the corporate
entity and development of the Company's business plan.

Due to the  Company's  lack of working  capital,  it 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  has  initially  identified  three key  potential  markets  for the
Company's products:  businesses engaged in advertising research; agencies of the
federal and of state governments and world health organizations; and the defense
and security  industries.  The  Company's  operations  will continue to focus on
mining of data and other information through the monitoring of internet websites
developed and maintained by independent third parties  worldwide.  Additionally,
if the  Company  is  able to  obtain  one or more  contracts  with  governmental
agencies or other  organizations  to provide  internet  monitoring  for possible
terrorist, cybercrime and/or bioterrorist activities,  management intends to use
its proprietary  software in accordance with the requirements of such respective
contracts.

In June 2002,  the Company  concluded a Systems  Integrator  Agreement  with the
Raytheon  Company  under  which  Raytheon  agreed to use its  efforts  to obtain
systems integrator  agreements with smaller technology firms to provide software
tools developed by the Company that would enhance the data analysis capabilities


                                                                              15
<PAGE>

of Raytheon's  software or that would more effectively  gather data for analysis
by Raytheon and any of its systems integrator partners.  Raytheon's intent is to
demonstrate the Company's  incremental  technologies in conjunction with its own
technologies  to its  prospective  governmental  customers.

The Company will face  considerable  risks in each of its future  business  plan
steps,  such as  difficulty  of hiring  competent  personnel  within its budget,
longer than anticipated website 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.

If the Company  continues to experience  restricted cash flow, it will be unable
to complete its  business  plan,  and will,  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 can be raised in the
equity securities market.


Item 7 - Index to Financial Statements

The  required  accompanying  financial  statements  begin  on  page  F-1 of this
document.


Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures

None


PART III

Item 9 - Officers and Directors

The directors and executive officers serving the Company are as follows:

      Name             Position Held and Tenure     Date First Elected/Appointed
      ----             ------------------------     ----------------------------

Charles Cardona       Chairman of the Board and              August 2001
                       Chief Executive Officer

Daniel Wasserman      Executive Vice President              January 2002

John Cardona                  Director                       August 2001

Warren Hamburger              Director                       August 2001

Russell Ivy                   Director                      January 2001

The  directors  named  above will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting. Officers hold their positions at the pleasure of the board
of directors, absent any employment agreement.  Charles Cardona has entered into
an employment agreement with the Company that terminates on August 31, 2004, and
Daniel  Wasserman has entered into an employment  agreement  that  terminates on
March 3, 2003.  There is no  arrangement  or  understanding  between  any of the
directors or officers of the Company and any other person  pursuant to which any

                                                                              16
<PAGE>

director or officer was or is to be selected as a director or officer, and there
is  no  arrangement,   plan  or  understanding  as  to  whether   non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

Biographical Information

Charles Cardona
---------------

Charles Cardona,  age 38, has served as the Company's  President and Chairman of
the Board since the  Company's  merger with AdZone  Interactive,  Inc. in August
2001.  From  February 2000 to August 2001,  Mr.  Cardona was President and Chief
Executive Officer of AdZone Interactive,  Inc., with which the Company merged in
August 2001.  From 1992 to February  2000,  Mr. Cardona was the President of Owl
Data Systems, Inc., a software development company owned by Mr. Cardona.

John Cardona
------------

John  Cardona,  age 35, is  consultant  to the Company  serving as its  Homeland
Security Defense Advisor with  responsibility  for long-term  corporate planning
and  global  and  operational  strategies.  Mr.  Cardona  is also  serving  as a
consultant to Competitrack,  a market research  company.  From August 2001 until
his  resignation  in June 2002,  Mr. Cardona served as President of the Company.
Mr.  Cardona has also  served the Company as a Director  from August 2001 to the
present time. From 1990 through August 2001, Mr. Cardona was a director of sales
for  Competitive  Media  Reporting,  an  advertising  research firm. Mr. Cardona
received a Bachelor of Arts Degree from New York Institute of  Technology,  Long
Island, New York.

Daniel Wasserman
----------------

Daniel  Wasserman,  age 52, was appointed  Executive Vice President and Managing
Director of the Company's  Global Defense Group in January 2002.  From July 2001
to December 2001, Mr. Wasserman was Vice President- Commercial Sales of Reliable
Integration  Services, a systems integration  company.  From November 2000 until
June 2001, he was Vice President of Sales of zGraffitti,  a desktop  advertising
firm. Mr. Wasserman served as Vice President of Sales/Advertising for Conducent,
Inc.,  a desktop  advertising  firm,  from March  1999  through  November  2000.
Beginning in 1995 through  February  1999,  Mr.  Wasserman  was a consultant  to
various  companies  specializing  in  technology  marketing,   including  Lucent
Technologies  and  Sympatico,  which  subsequently  became the largest  internet
service provider in Canada.  Mr. Wasserman received a Bachelor of Science degree
in biology in 1972 from the University of Toronto and an MBA degree in marketing
from The Schulich School of Business of York  University,  Toronto,  Canada,  in
1978.

Warren Hamburger
----------------

Warren Hamburger, age 49, has been a director of the Company from August 2001 to
the present.  He has been a practicing attorney for 21 years during which he has
operated his own firm as a sole  practitioner.  Mr.  Hamburger  received a Juris
Doctor  degree  from New  England  School of Law,  Boston  Massachusetts,  and a
Bachelor of Science degree in business  administration from Duquesne University,
Pittsburgh, Pennsylvania.

Russell Stover Ivy
------------------

Russell  Stover Ivy,  age 36, is a Director of the Company and was  President of
the Company from January 2001 until the merger of the Company with AII in August
2001. Mr. Ivy has been a consultant to small and medium sized companies for over
20 years.  He has been involved in the start-up,  design and  implementation  of
numerous business ranging from small financial services corporations to publicly
traded  telecommunications  companies.  In 1998, Mr. Ivy was a consultant to IWL

                                                                              17
<PAGE>

Communications,  which  merged  with  CapRoc  Communications,  which  was  later
purchased by McCleod Communications.  In 1999 and 2000, Mr. Ivy was a consultant
to First Financial Group of America,  where he served as Director of Operations.
Mr.  Ivy  continues  to  consult  for  companies   regarding  their  operational
activities  and goals.  Mr. Ivy  received a Bachelor's  degree in  international
economics from Texas Tech University in 1991.


Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors and executive  officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of  ownership  and reports of changes in  ownership  of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Charles  Cardona,  the Company's Chief Executive  Officer and Director,  has not
filed a Form 3 - Initial  Statement of Beneficial  Ownership of  Securities,  as
required by Section 16(a). If filed,  Mr.  Cardona's Form 3 would have reflected
9,546,422  shares  currently  held by him and 12,849  shares and 198,483  shares
owned by Michael  Cardona,  Mr.  Cardona's  brother  and  Valerie  Cardona,  Mr.
Cardona's mother, respectively.  Mr. Cardona has not at any time previously sold
any securities of the Company owned by him.

John Cardona,  the Company's former President and a Director of the Company, has
not filed a Form 3 - Initial Statement of Beneficial Ownership of Securities, as
required by Section 16(a). If filed,  Mr.  Cardona's Form 3 would have reflected
5,591,849  shares  currently  held by him and 12,849  shares and 198,483  shares
owned by Michael  Cardona,  Mr.  Cardona's  brother  and  Valerie  Cardona,  Mr.
Cardona's mother, respectively.  Mr. Cardona has not at any time previously sold
any securities of the Company owned by him.

Daniel Wasserman, the Company's Executive Vice President, has not filed a Form 3
- Initial  Statement  of  Beneficial  Ownership  of  Securities,  as required by
Section 16(a). If filed,  Mr.  Wasserman's  Form 3 would have reflected  550,000
shares  currently held by him. Mr. Wasserman has not at any time previously sold
any securities of the Company owned by him.

Warren  Hamburger,  a Director of the Company,  has not filed a Form 3 - Initial
Statement of Beneficial  Ownership of Securities,  as required by Section 16(a).
If filed, Mr.  Hamburger's Form 3 would have reflected  165,000 shares currently
held by him. Mr. Hamburger has not at any time previously sold any securities of
the Company owned by him.

To the Company's knowledge,  Terry Neild, and/or various individuals or entities
owned by,  controlled  by,  managed  or  affiliated  with Mr.  Neild,  a Company
director at the time the shares were acquired,  has not filed a Form 3 - Initial
Statement of Beneficial  Ownership of Securities,  as required by Section 16(a).
If filed,  these Form 3 filings  would have  reflected  an  aggregate  3,987,931
shares currently held by these affiliated persons or entities.


Item 10 - Executive Compensation

In August  2001,  the Company  entered  into an  employment  agreement  with Mr.
Charles Cardona,  which  superseeded a prior agreement,  under which Mr. Cardona
will serve as the Company's  Chief  Executive  Officer  through August 31, 2004.
Under his agreement,  Mr. Cardona 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, Mr. Cardona 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.  Mr.  Cardona 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, Mr. Cardona 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

                                                                              18
<PAGE>

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. Mr. Cardona 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 Mr. Cardona'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 under which, which superseeded a prior agreement,  Mr. Cardona agreed to
serve as the Company's  President  through August 31, 2004. Under his agreement,
the Company agreed to pay Mr. Cardona 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.  Mr.  Cardona 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, Mr. Cardona was also
entitled  to  receive  10% of sales  revenues  generated  through  his  efforts.
Additional  bonuses were 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. Mr. Cardona 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.  Mr.
Cardona terminated his employment with the Company in June 2002 but has remained
as a consultant to the Company.

In March 2002,  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  50,000  shares of stock as an incentive to execute such  agreement and
will receive an additional  50,000 shares for each month of his employment until
he receives a cash salary in  accordance  with his  agreement.  If the Company's
annual  revenues reach $1 million or more or it receives  funding of at least $1
million, Mr. Wasserman will receive a cash salary at the annual rate of $175,000
plus an  expense  allowance  of $2,000 per month.  If  through  Mr.  Wasserman's
efforts the Company realizes revenues of at least $3 million, Mr. Wasserman will
receive  a bonus of  300,000  shares  of the  Company's  common  stock  and such
additional  stock and/or  options as may be determined at such time by the Board
of  Directors.  Mr.  Wasserman  is  entitled  to  receive 1% of the value of any
contract the Company receives through Mr.  Wasserman's  efforts and a commission
of 10% of any investment capital received by the Company through his efforts.

The  following  Summary  Compensation  Table  sets  forth all cash and  non-cash
compensation  paid or accrued for  services  rendered in all  capacities  to the
named  Executive  Officers for the fiscal  years ended March 31, 2002,  2001 and
2000:

                           SUMMARY COMPENSATION TABLE


                                                                     Securities
                                                                     Underlying
Name/Title                           Year            Salary         Options/SARs
----------                           ----            ------         ------------
Charles Cardona                      2002           $153,525          1,000,000
    Chief Executive Officer          2001           $25,941              -0-
                                     2000             $-0-               -0-

John Cardona                         2002           $157,408          1,000,000
    President                        2001           $22,058              -0-
                                     2000            $6,667              -0-


In May 2002, the Company issued  1,500,000 shares of its Common Stock to each of
Mr. Charles  Cardona,  the Company's  Chairman of the Board and Chief  Executive
Officer,  and to Mr. John Cardona, the Company's President until his resignation
in June 2002, and a Director of the Company.  Such shares were issued in lieu of
$45,000 of cash  compensation  to which each of such persons was entitled  under
his respective employment agreement.

                                                                              19
<PAGE>

From the date of his  employment  with the Company on March 1, 2002 through July
1, 2002,  Mr. Daniel  Wasserman,  the  Company's  Executive  Vice  President and
Managing  Director of Global Defense Group,  has received  350,000 shares of the
Company's common stock in lieu of cash compensation pursuant to the terms of his
employment agreement.

Director Compensation
---------------------

The Company does not currently  pay a director fee for  attending  scheduled and
special  meetings  of the  Board  of  Directors.  The  Company  does not pay the
expenses of all of its directors in attending board meetings.  Further,  none of
the  Management  Advisory  Board  members  receive  any  compensation  for their
services.


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)
<TABLE>
<CAPTION>

                            Number of Securities        Percent of Total
                                Underlying           Options/SAR's Granted
                           Options/SAR's Granted     to Employees In Fiscal   Exercise of Base Price
Name                                                          Year                    ($/Sh)            Expiration Date
------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                         <C>                       <C>                  <C>  <C>
Charles Cardona                  1,000,000                   50.00%                    $0.10                8/28/06
John Cardona                     1,000,000                   50.00%                    $0.10                8/28/06
</TABLE>


               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>

                                                                        Number of Unexercised
                                                                        Securities Underlying      Value of Unexercised
                                                                        Options/SARs At FY-End         In-The-Money
                          Shares Acquired On                          Exercisable/Unexercisable         Option/SARs
          Name                 Exercise           Value Realized                                         At FY-End
                                                                                                   Exercisable/Unexercis
                                                                                                           able
------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                   <C>                           <C>
Charles Cardona                   -0-                   $0                    1,000,000                     $0
John Cardona                      -0-                   $0                    1,000,000                     $0
</TABLE>

Stock Compensation to Third Party Consultants
---------------------------------------------

In October 2001, the Company entered into a consulting agreement with Theresa A.
Kober pursuant to which Ms. Kober agreed to engage in  negotiations on behalf of
the Company with the federal government or an agency thereof for purchase of the
Company's products, to provide marketing and bid process support, and to consult
with the Company on the proper  procedures for billing and for receiving payment
from the federal government. Ms. Kober agreed to provide not less than 180 hours
of services within the 12-month  period after the  commencement of the contract.
As compensation,  the Company agreed to issue to Ms. Kober 300,000 shares of its
common stock and to cause such common stock to be registered with the Securities
and Exchange Commission through the filing of an S-8 Registration Statement.

In  November  2001,  the  Company  entered  into  a  consulting  agreement  with
Blanchfield,  King,  Kober & Company,  P.C.  ("BKK")  for the period  commencing
November 1, 2001 through December 31, 2002 pursuant to which various  principals
of BKK would provide  accounting,  tax and financial  reporting  services to the
Company.  The  Company  agreed to pay BKK  $18,000  for such  services.  Of such
amount,  $6,000 is required to be paid in twelve  (12)  installments  of $500.00
each and  $12,000 is payable  through the  issuance of 120,000  shares of common


                                                                              20
<PAGE>

stock of the Company, valued at $0.10 per share, to three principals of BKK. The
Company also agreed to cause such stock to be registered with the Securities and
Exchange Commission on Form S-8.

In January 2002, the Company entered into a one-year  consulting  agreement with
Communique  Media Services  International,  Inc.  ("CMS")  pursuant to which CMS
agreed to plan, design and develop the contents and programming of the Company's
website  and to  provide  ongoing  support of  materials  and  postings  for the
Company's website. As compensation, the Company agreed to pay a principal of CMS
a fee of $8,000 per month  payable in common stock of the Company in  accordance
with the  following  schedule:  80,000 shares in the first month of the contract
valued at $0.10 per share;  53,333 shares per month in months 2 through 6 of the
contract  valued at $0.15 per  share;  and  32,000  shares per month in months 7
through 12 of the contract valued at $0.25 per share. The Company also agreed to
cause the stock to be issued under the  consulting  agreement  to be  registered
with the Securities and Exchange Commission on Form S-8.

In February 2002, the Company  entered into a consulting  agreement for a period
of one year with International Standard Consulting Corporation ("ISCC") pursuant
to which ISCC agreed to use best efforts to identify to the Company  prospective
strategic partners for business and technology development. As compensation, the
Company agreed to pay a principal of ISCC a monthly  consulting fee of $4,500 in
common stock of the Company.  Such fee is payable as follows:  45,000  shares in
the first month of the  contract  valued at $0.10 per share;  30,000  shares per
month in months 2  through 6 of the  contract  valued  at $0.15 per  share;  and
18,000  shares per month in months 7 through 12 of the contract  valued at $0.25
per share.  The Company  also  agreed to cause the stock to be issued  under the
consulting   agreement  to  be  registered  with  the  Securities  and  Exchange
Commission on Form S-8.

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  plan,  its 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.  NuQuest  also  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.


Item 11 - Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth as of the date of this  Report  the number of
shares of Common Stock owned of record and  beneficially by executive  officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company.  Also  included  are the  shares  held by all  executive  officers  and
directors as a group.

                                                                  % of Class
Name and address                     Number of Shares         Beneficially Owned
----------------                     ----------------         ------------------

Charles Cardona                       10,546,422 (1)                 34.1%
211 Roanoke Avenue
Riverhead NY 11901

John Cardona                           6,691,819 (2)                 21.6%
211 Roanoke Avenue
Riverhead NY 11901

Terry Neild                            3,987,931 (3)                 13.3%
8930 Raintree Drive, Suite 100
Scottsdale AZ 85260

                                                                              21
<PAGE>

Daniel Wasserman                         550,000                      1.8%
211 Roanoke Avenue
Riverhead, NY 11901

Warren Hamburger                         165,000                      0.5%
42 Fire Island Ave.
Babylon, NY 11702

Russell Ivy                                -0-                        0.0%
211 West Sealy Street
Alvin, TX 77511


All Executive Officers and
Directors of the Company as
a Group (5 persons)                   17,953,241                    50.04%

(1)  Includes  1,000,000  shares  that may be  acquired  upon  exercise of stock
     options  granted to Mr.  Cardona at an  exercise  price of $0.10 per share.
     Excludes  5,691,819 shares owned by John Cardona,  Mr.  Cardona's  brother;
     12,849 shares owned by Michael Cardona,  Mr. Cardona's brother; and 198,183
     shares owned by Valerie Cardona,  Mr. Cardona's mother, with respect to all
     of which Mr. Cardona disclaims beneficial ownership.

(2)  Includes  1,000,000  shares  that may be  acquired  upon  exercise of stock
     options  granted to Mr.  Cardona at an  exercise  price of $0.10 per share.
     Excludes 9,546,422 shares owned by Charles Cardona,  Mr. Cardona's brother;
     12,849 shares owned by Michael Cardona,  Mr. Cardona's brother; and 198,183
     shares owned by Valerie Cardona,  Mr. Cardona's mother, with respect to all
     of which Mr. Cardona disclaims beneficial ownership.

(3)  Includes  shares  beneficially  owned by Terry  Neild and other  affiliated
     individuals  and/or entities using the mailing address of Terry Neild.  The
     individual  record  owners of these  shares  are as  follows:  Terry  Neild
     (558,690 shares); The Regency Group Limited (1,846,984 shares);  Investment
     Capital Corporation  (803,665 shares);  FutureCars,  Inc. (107,072 shares);
     Tervic, Inc. (96,365 shares); Raintree Real Properties (64,243 shares); The
     Neild Family Limited Liability  Partnership  (50,000 shares);  Jeff Halbert
     (200,000 shares);  Roberto Filice (128,486 shares);  Victoria Neild (80,304
     shares); Bobby Perry (32,122 shares); and Pamela Michie (20,000 shares).


Item 12 - Certain Relationships and Related Transactions

John Cardona and Charles Cardona have made advances to the Company for operating
and other  expenses  from  time to time.  As of March  31,  2002,  approximately
$14,694 of such  advances  remained  outstanding.  Such loans bear interest at a
rate of 10% per annum and are  repayable in aggregate  monthly  installments  of
$370.00.  Due to the  nature of this debt and the  Company's  irregular  payment
history,  such  advances  have been  classified  as "current"  in the  Company's
audited financial statements included with this Form 10-KSB.


Item 13 - Exhibits and Reports on Form 8-K

Exhibit           2.1      Plan of Acquisition, Reorganization or Liquidation *

                  3.1      Certificate of Incorporation **

                  3.2      By-Laws **


                                                                              22
<PAGE>

                  10.1     Consulting  Agreement  dated as of October  26,  2001
                           with Theresa A. Kober ***

                  10.2     Consulting  Agreement  dated as of  November  2, 2001
                           with Blanchfield, King, Kober & Company, P.C. +

                  10.3     Consulting Agreement dated as of January 1, 2002 with
                           Communique Media Services, Inc. ++

                  10.4     Consulting  Agreement  dated as of  February  5, 2002
                           with International Standard
                                    Consulting Corporation +++

                  10.5     Employment  Agreement  dated  August  29,  2001  with
                           Charles Cardona

                  10.6     Employment Agreement dated as of August 29, 2001 with
                           John Cardona

                  10.7     Employment  Agreement  dated as of March 1, 2002 with
                           Daniel Wasserman

                  10.8     Consulting  Agreement  dated  as of April  2002  with
                           NuQuest Consulting, Inc.

                  10.9     Systems  Integration  Agreement  dated as of June 21,
                           2002 with Raytheon Company

                  10.10    Financial  Services  Agreement  with  First  American
                           Financial Group dated June 20, 2002

                  10.11    Term Sheet  between the  Company  and First  American
                           Financial  Group  dated  June 19,  2002  relating  to
                           private placement of convertible preferred stock

                  10.12    Term Sheet  between the  Company  and First  American
                           Financial  Group  dated  June 19,  2002  relating  to
                           Bridge loan

                  23.1     Consent of Independent Public Accountant

Reports on Form 8-K:
         None


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

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

***  Incorporated  by  reference to Exhibit  10.1 to the  Registrant's  Form S-8
     filed with the Securities and Exchange Commission on December 13, 2001.

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


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

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


                                                                              23
<PAGE>

                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                                           AdZone Research, Inc.

Dated: July 12, 2002                           By:    /S/  CHARLES CARDONA
                                                  ------------------------------
                                                                Charles Cardona,
                                                     Chief Executive Officer and
                                                        Chief Accounting Officer



In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date indicated.


Dated: July 12, 2002                           By:    /S/ CHARLES CARDONA
                                                  ------------------------------
                                                                Charles Cardona,
                                                           Chairman of the Board


Dated: July 12, 2002                           By:    /S/ JOHN CARDONA
                                                  ------------------------------
                                                                   John Cardona,
                                                                        Director


Dated: July 12, 2002                           By:    /S/ WARREN HAMBURGER
                                                  -----------------------------
                                                               Warren Hamburger,
                                                                        Director


Dated: July 12, 2002                           By:
                                                  ------------------------------
                                                                    Russell Ivy,
                                                                        Director





                                                                              24



<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                                    CONTENTS



                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                           F-2

Financial Statements

   Balance Sheets
     as of March 31, 2002 and 2001                                           F-3

   Statements of Operations and Comprehensive Income
     for the year ended March 31, 2001 (pre-acquisition),
     for the years ended March 31, 2002 and 2001 (post-acquisition) and
     for the period from February 28, 2000 (date of inception)
       through March 31, 2002                                                F-4

   Statement of Changes in Shareholders' Equity
     for the year ended March 31, 2001 (pre-acquisition),
     for the years ended March 31, 2002 and 2001 (post-acquisition) and
     for the period from February 28, 2000 (date of inception)
       through March 31, 2002                                                F-5

   Statements of Cash Flows
     for the year ended March 31, 2001 (pre-acquisition),
     for the years ended March 31, 2002 and 2001 (post-acquisition) and
     for the period from February 28, 2000 (date of inception)
       through March 31, 2002                                                F-6

   Notes to Financial Statements                                             F-7







                                                                             F-1

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member:    Texas Society of Certified Public Accountants
           Press Club of Dallas




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
AdZone Research, Inc.

We have  audited  the  accompanying  balance  sheets  of AdZone  Research,  Inc.
(formerly  Executive  Help  Services,   Inc.)  (a  Delaware  corporation  and  a
development stage company) as of March 31, 2002 and 2001 (post- acquisition) and
March 31, 2001  (pre-acquisition)  and the related  statements of operations and
comprehensive  income,  changes in  shareholders'  equity and cash flows for the
years ended March 31,  2002 and 2001 (post-  acquisition),  the year ended March
31, 2001  (pre-acquisition)  and for the period from  February 28, 2000 (date of
inception)   through  March  31,  2002.  These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of AdZone Research, Inc. (formerly
Executive Help Services, Inc.) as of March 31, 2002 and 2001 (post- acquisition)
and March 31,  2001  (pre-acquisition)  and the results of  operations  and cash
flows for the years ended March 31, 2002 and 2001  (post-acquisition),  the year
ended March 31, 2001 (pre-acquisition) and for the period from February 28, 2000
(date of  inception)  through  March  31,  2002 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note B to the
financial  statements,  the  Company is in the  development  stage,  has focused
principally on the development of its  proprietary  software and has not focused
efforts towards  developing a mature revenue base.  Accordingly,  the Company is
dependent on short-term loans from shareholders,  officers and affiliates and/or
additional private placements of equity securities to provide sufficient working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  Company's  ability to continue as a going
concern and are discussed in Note B. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.



                                            S. W. HATFIELD, CPA
Dallas, Texas
June 20, 2002



                      Use our past to assist your future sm
(secure mailing address)                   (overnight delivery/shipping address)
P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
                                 BALANCE SHEETS
                             March 31, 2001 and 2000


                                                          (post-acquisition)    (post-acquisition)    (pre-acquisition)
                                                               March 31,             March 31,             March 31,
                                                                 2002                  2001                  2001
                                                          ------------------    ------------------    ------------------
<S>                                                       <C>                   <C>                   <C>
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                               $             --             $     3,999    $               43
   Prepaid expenses and other                                         22,175                65,928                  --
                                                          ------------------    ------------------    ------------------
     Total current assets                                             22,175                69,927                    43
                                                          ------------------    ------------------    ------------------

Property and Equipment - at cost                                      60,252                60,252                  --
   Accumulated depreciation                                          (32,352)              (15,024)                 --
                                                          ------------------    ------------------    ------------------
     Net property and equipment                                       27,920                45,228                  --
                                                          ------------------    ------------------    ------------------

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

Total Assets                                              $           52,285           $   117,345    $               43
                                                          ==================    ==================    ==================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
   Current maturities of Note payable                     $           65,958           $     9,000    $             --
   Accounts payable - trade                                          121,398               101,880                  --
   Accrued interest payable                                            1,078                  --                    --
   Advances from officers                                             14,694                14,811                  --
   Accrued officer compensation                                      358,932                47,999                  --
                                                          ------------------    ------------------    ------------------
     Total current liabilities                                       562,060               173,690                  --
                                                          ------------------    ------------------    ------------------

Long-term Liabilities
   Note payable - long-term portion                                     --                  41,000                  --
                                                          ------------------    ------------------    ------------------

     Total Liabilities                                               562,060               214,690                  --
                                                          ------------------    ------------------    ------------------

Commitments and contingencies

Shareholders' Equity
   Preferred stock - $0.001 par value
     20,000,000 shares authorized
     none issued and outstanding                                        --                    --                    --
   Common stock - $0.001 par value
     100,000,000 shares authorized
     26,482,130. 23,346,022 and 5,346,000
     shares issued and outstanding, respectively                      26,482                23,346                 5,346
   Additional paid-in capital                                      1,571,238             1,375,174                 5,844
   Deficit accumulated during the development stage               (2,107,495)           (1,495,865)              (11,147)
                                                          ------------------    ------------------    ------------------

     Total Shareholders' Equity                                     (509,775)              (97,345)                   43
                                                          ------------------    ------------------    ------------------

Total Liabilities and Shareholders' Equity                $           52,285           $   117,345    $               43
                                                          ==================    ==================    ==================
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-3

<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
                 STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
             Years ended March 31, 2002 and 2001 (post-acquisition)
                   Year ended March 31, 2001 (pre-acquisition)
    Period from February 28, 2000 (date of inception) through March 31, 2002


                                         (post-acquisition)    (post-acquisition)    (pre-acquisition)        Period from
                                             Year ended            Year ended            Year ended        February 28, 2000
                                               ended                 ended                 ended           (date of inception)
                                             March 31,             March 31,             March 31,               March 31,
                                               2002                  2001                  2001                    2002
                                         ------------------    ------------------    ------------------    ------------------
<S>                                      <C>                   <C>                   <C>                   <C>

Revenues                                 $            2,890    $           81,116    $             --      $           84,006
                                         ------------------    ------------------    ------------------    ------------------

Production Expenses
   Salaries, wages and related costs                   --                 507,365                27,661               535,026
   Direct occupancy and
     operating expenses                              57,294               158,960                 2,249               218,503
   Depreciation                                      14,169                12,843                  --                  27,012
                                         ------------------    ------------------    ------------------    ------------------
     Total production expenses                       71,463               679,168                29,910               780,541
                                         ------------------    ------------------    ------------------    ------------------

Gross Profit                                        (68,573)             (598,052)              (29,910)             (696,535)
                                         ------------------    ------------------    ------------------    ------------------

Operating expenses
   Selling and marketing costs
     Salaries, wages and related costs                  361               326,097                  --                 326,458
     Direct occupancy and
       operating expenses                            43,470               288,123                 5,864               337,457
   General and administrative costs
     Officers compensation                          310,933                77,999                  --                 388,932
     Consulting and professional fees               119,009               148,236                  --                 267,245
     Other general and
        administrative costs                         34,152                 1,977                    48                36,177
   Compensation expense related to
     common stock issuances at less
     than "fair value"                                  750                  --                    --                     750
   Depreciation                                       3,140                 6,206                  --                   9,346
                                         ------------------    ------------------    ------------------    ------------------
       Total operating expenses                     511,815               848,638                 5,912             1,366,365
                                         ------------------    ------------------    ------------------    ------------------

Loss from Operations                               (580,388)           (1,446,690)              (35,822)           (2,062,900)

Other Income (Expense)
   Interest and other                                  --                   4,338                  --                   4,338
   Interest expense                                 (11,242)               (1,875)                 --                 (13,117)
   Lawsuit settlement                               (20,000)                 --                    --                 (20,000)
   Loss on disposition of equipment                    --                 (15,816)                 --                 (15,816)
                                         ------------------    ------------------    ------------------    ------------------

Net Loss                                           (611,630)           (1,460,043)              (35,822)           (2,107,495)

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

Comprehensive Income                     $         (611,630)   $       (1,460,043)   $          (35,822)   $       (2,107,495)
                                         ==================    ==================    ==================    ==================
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-4

<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
           STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS - CONTINUED
             Years ended March 31, 2002 and 2001 (post-acquisition)
             Year ended March 31, 2001 (pre-acquisition) Period from
          February 28, 2000 (date of inception) through March 31, 2002


                                      (post-acquisition)    (post-acquisition)    (pre-acquisition)         Period from
                                          Year ended            Year ended            Year ended        February 28, 2000
                                             ended                 ended                 ended          (date of inception)
                                           March 31,             March 31,             March 31,              March 31,
                                             2002                  2001                  2001                   2002
                                      ------------------    ------------------    ------------------    ------------------
<S>                                   <C>                   <C>                   <C>                   <C>

Net Loss                              $         (611,630)   $       (1,460,043)   $          (35,822)   $       (2,107,495)

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

Comprehensive Income                  $         (611,630)   $       (1,460,043)   $          (35,822)   $       (2,107,495)
                                      ==================    ==================    ==================    ==================

Net loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss
   - basic and fully diluted          $            (0.02)   $            (0.06)   $            (0.01)   $            (0.09)
                                      ==================    ==================    ==================    ==================

Weighted-average number of shares
   of common stock outstanding -
   basic and fully diluted                    24,479,563            23,346,022             5,346,000            22,958,112
                                      ==================    ==================    ==================    ==================
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>
<TABLE>
<CAPTION>



                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
  Period from May 31, 1994 (date of inception of Executive Help Services, Inc.)
                    through March 31, 2001 (pre-acquisition)
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                   through March 31, 2002 (post-acquisition)

                                                                                  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>
Executive Help Services, Inc. (pre-acquisition)
-----------------------------------------------
Issuance of $0.00001 par
   value common stock
   to founders on May 31, 1994          20,000   $       --     $      2,000    $       --      $       --     $      2,000

Net loss for the period                   --             --             --              (333)           --             (333)
                                  ------------   ------------   ------------    ------------    ------------   ------------

Balances at March 31, 1995              20,000           --            2,000            (333)           --            1,667

Net loss for the year                     --             --             --              (400)           --             (400)
                                  ------------   ------------   ------------    ------------    ------------   ------------

Balances at March 31, 1996              20,000           --            2,000            (733)           --            1,267

Net loss for the year                     --             --             --              (400)           --             (400)
                                  ------------   ------------   ------------    ------------    ------------   ------------

Balances at March 31, 1997              20,000           --            2,000          (1,133)           --              867

Sale of common stock
   subject to a private
   placement memorandum                 79,000              1          7,899            --              --            7,900

Net loss for the year                     --             --             --              (400)           --             (400)
                                  ------------   ------------   ------------    ------------    ------------   ------------

Balances at March 31, 1998              99,000              1          9,899          (1,533)           --            8,367

Effect of change in par value
   from $0.00001 per share
   to $0.001 per share                    --               98            (98)           --              --             --

Net loss for the year                     --             --             --              (415)           --             (415)
                                  ------------   ------------   ------------    ------------    ------------   ------------

Balances at March 31, 1999              99,000             99          9,801          (1,948)           --            7,952

Effect of 45 for 1 stock split       4,356,000          4,356         (4,356)           --              --             --

Effect of 1.2 for 1 stock split        891,000            891           (891)           --              --             --

Net loss for the period                   --             --             --            (7,724)           --           (7,724)
                                  ------------   ------------   ------------    ------------    ------------   ------------

Balances at March 31, 2000           5,346,000   $      5,346   $      4,554    $     (9,672)   $       --     $        228
                                  ============   ============   ============    ============    ============   ============



                                  - Continued -


The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONTINUED
  Period from May 31, 1994 (date of inception of Executive Help Services, Inc.)
                    through March 31, 2001 (pre-acquisition)
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                    through March 31, 2002 (post-acquisition)

                                                                                  Deficit
                                                                                accumulated
                                           Common Stock          Additional       in the            Stock
                                  ---------------------------      paid-in      development     subscription
                                     Shares         Amount         capital         stage         receivable       Total
                                  ------------   ------------   ------------    ------------    ------------   ------------

Executive Help Services, Inc. (pre-acquisition)
-----------------------------------------------

Balances at March 31, 2000           5,346,000   $      5,346         4,554     $     (9,672)   $       --      $        228

Capital contributed to
   support operations                     --             --           1,290             --              --             1,290

Net loss for the period                   --             --            --             (1,475)           --            (1,475)
                                  ------------   ------------   -----------     ------------    ------------    ------------

Balances at March 31, 2001           5,346,000   $      5,346         5,844     $    (11,147)   $       --      $        228
                                  ============   ============   ===========     ============    ============    ============


AdZone Interactive, Inc. (pre-acquisition)
------------------------------------------

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)


                                  - Continued -

The accompanying notes are an integral part of these financial statements.
                                                                             F-7

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONTINUED
  Period from May 31, 1994 (date of inception of Executive Help Services, Inc.)
                    through March 31, 2001 (pre-acquisition)
  Period from February 28, 2000 (date of inception of AdZone Interactive, Inc.)
                    through March 31, 2002 (post-acquisition)

                                                                                  Deficit
                                                                                accumulated
                                           Common Stock          Additional       in the            Stock
                                  ---------------------------      paid-in      development     subscription
                                     Shares         Amount         capital         stage          receivable      Total
                                  ------------   ------------   ------------    ------------    ------------   ------------

AdZone Interactive, Inc. (pre-acquisition)

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          28,018,665         28,019      1,370,501      (1,495,865)           --          (97,345)

AdZone Research, Inc. (post-acquisition)

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

Effect of reverse merger with
   AdZone Research, Inc.
   (formerly Executive Help
   Services, 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)

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)
                                  ============   ============   ============    ============    ============   ============
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-8

<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
                            STATEMENTS OF CASH FLOWS
             Years ended March 31, 2002 and 2001 (post-acquisition)
                   Year ended March 31, 2001 (pre-acquisition)
    Period from February 28, 2000 (date of inception) through March 31, 2002


                                          (post-acquisition)    (post-acquisition)    (pre-acquisition)       Period from
                                              Year ended            Year ended            Year ended        February 28, 2000
                                                ended                 ended                 ended          (date of inception)
                                              March 31,              March 31,            March 31,             March 31,
                                                2002                   2001                 2001                  2002
                                          ------------------    ------------------    ------------------    ------------------
<S>                                       <C>                   <C>                   <C>                   <C>

Cash Flows from Operating Activities
   Net loss for the period                $         (611,630)   $       (1,460,043)   $           (1,475)   $       (2,107,495)
   Adjustments to reconcile net loss
     to net cash provided by
     operating activities
       Depreciation and amortization                  17,309                19,049                  --                  36,358
       Loss on disposition of equipment                 --                  15,816                  --                  15,816
       Compensation expense related to
         common stock issuances at less
         than "fair value"                               750                  --                    --                     750
       Common stock issued for
         Salaries, wages and bonuses                    --                  95,700                  --                  95,700
         Professional fees                           116,950                 6,420                  --                 123,370
         Interest expense                              7,500                 1,875                  --                   9,375
         Lawsuit settlement                           20,000                  --                    --                  20,000
       (Increase) Decrease in
         Deposits and other assets                    36,552                31,232                  --                  (2,191)
       Increase (Decrease) in
         Accounts payable and
           accrued liabilities                        35,476               101,880                  --                 137,356
         Accrued officers
           compensation                              310,933                47,999                  --                 358,932
         Accrued interest payable                      1,078                  --                    --                   1,078
                                          ------------------    ------------------    ------------------    ------------------

Net cash used in operating activities                (65,082)           (1,140,072)               (1,475)           (1,310,951)
                                          ------------------    ------------------    ------------------    ------------------


Cash Flows from Investing Activities
   Cash paid to purchase
     property and equipment                             --                 (59,145)              (26,848)              (85,993)
   Cash received on
     disposition of equipment                           --                   5,900                  --                   5,900
                                          ------------------    ------------------    ------------------    ------------------

Net cash used in investing activities                   --                 (53,245)              (26,848)              (80,093)
                                          ------------------    ------------------    ------------------    ------------------
</TABLE>


                                  - Continued -


The accompanying notes are an integral part of these financial statements.
                                                                             F-9

<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)
                           STATEMENTS OF CASH FLOWS -
        CONTINUED Years ended March 31, 2002 and 2001 (post-acquisition)
                   Year ended March 31, 2001 (pre-acquisition)
    Period from February 28, 2000 (date of inception) through March 31, 2002


                                           (post-acquisition)    (post-acquisition)    (pre-acquisition)Period from
                                               Year ended            Year ended            Year ended        February 28, 2000
                                                 ended                 ended                 ended           (date of inception)
                                               March 31,             March 31,             March 31,               March 31,
                                                 2002                  2001                  2001                    2002
                                           ------------------    ------------------    ------------------    ------------------
<S>                                        <C>                   <C>                   <C>                   <C>

Cash Flows from Financing Activities
   Net cash activity on officer advances                 (417)               16,811                (2,000)               14,394
   Principal received from notes payable               21,600                50,000                  --                  71,600
   Sale of common stock                                39,900               890,000               400,150             1,330,050
   Cash paid for costs and expenses
     related to raising capital                          --                 (12,500)              (12,500)              (25,000)
                                           ------------------    ------------------    ------------------    ------------------

Net cash provided
   by financing activities                             61,083               944,311               385,650             1,391,044
                                           ------------------    ------------------    ------------------    ------------------

Increase (Decrease) in Cash                            (3,999)             (249,006)              253,005                  --

Cash at beginning of period                             3,999               253,005                  --                    --
                                           ------------------    ------------------    ------------------    ------------------

Cash at end of period                      $             --      $            3,999    $          253,005    $             --
                                           ==================    ==================    ==================    ==================

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the period          $             --      $             --      $             --      $             --
                                           ==================    ==================    ==================    ==================
     Income taxes paid for the period      $             --      $             --      $             --      $             --
                                           ==================    ==================    ==================    ==================

Supplemental Disclosure of Non-Cash
   Investing and Financing Activities
     Common stock issued
       for prepaid interest                $             --      $           31,250    $             --      $           31,250
                                           ==================    ==================    ==================    ==================
     Common stock issued
       in repayment of short
       term debt                           $           21,600    $             --      $             --      $           21,600
                                           ==================    ==================    ==================    ==================
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                            F-10

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

On July 17, 2001, the Company amended it's Certificate of Incorporation to allow
for the issuance of up to 20,000,000  shares of $0.001 par value Preferred Stock
and 100,000,000 shares of $0.001 par value Common Stock.

During April 1997, the Company  successfully  sold an aggregate 79,000 shares of
restricted,  unregistered common stock for gross proceeds of $7,900, pursuant to
a private placement memorandum to non-affiliated private investors.  The Company
relied upon  Section  4(2) of The  Securities  Act of 1933,  as amended,  for an
exemption from registration on these shares.

On August 10, 2001, the Company executed an Agreement and Plan of Share Exchange
with AdZone Interactive,  Inc. (a privately-owned New York corporation) (AdZone)
whereby the Company  exchanged  18,000,022  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.

For accounting  purposes,  the acquisition of AdZone, on August 10, 2001, by the
Company  effected  a change  in  control  and was  accounted  for as a"  reverse
acquisition"  whereby AdZone is the accounting  acquiror for financial statement
purposes.  Accordingly,  for all  periods  subsequent  to August 10,  2001,  the
financial  statements of the Company reflect the historical financial statements
of AdZone from its  inception  on February  28, 2000 and the  operations  of the
Company subsequent to the August 10, 2001 transaction date.

Adzone Interactive,  Inc. (AdZone) was initially  incorporated as Web-AdNet.com.
Inc.  under the laws of the State of New York on February 28, 2000.  The Company
was formed to 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  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America. AdZone
originally  elected a year-end of December  31.  Concurrent  with the August 10,
2001 business  combination  transaction in August 2001,  the Company's  Board of
Directors  changed  AdZone's  year-end to March 31. The  accompanying  financial
statements reflect the Company's year-end of March 31 as of the first day of the
first period presented.

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

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.

                                                                            F-11
<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE B - GOING CONCERN UNCERTAINTY

During August 2001, the Company entered into a business combination  transaction
with AdZone  Interactive,  Inc., a privately-owned  New York  corporation.  This
transaction  effected  a change in  control  of the  Company.  Accordingly,  the
Company  abandoned it's initial business plan of developing an internet web site
that would offer professional space planning and design, pricing information and
direct ordering of modular office  furniture  systems.  Subsequent to the August
2001 change in control.  Management adopted the existing business plan of AdZone
Interactive,  Inc. as that of the  continuing  operation.  Management  is of the
opinion  that being a publicly-  owned  entity will  enhance  acceptance  of the
Company's products and, potentially, attract additional equity capital.

AdZone  Interactive,  Inc.  and,  subsequently  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,  have
generated  additional  interest in the Company's  internet data mining  research
capabilities for potential  private and public sector clients.  Management is of
the  opinion  that  it will be able to  acquire  various  contracts  to  provide
research information for various private and public sector purposes.

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

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

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

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

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


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents
     -------------------------

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


                                                                            F-12

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

2.   Accounts receivable and revenue recognition
     -------------------------------------------

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

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

3.   Property, plant and equipment
     -----------------------------

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

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

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

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

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

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

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

     Advertising and marketing expenses are charged to operations as incurred.

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

     The Company  utilizes  the asset and  liability  method of  accounting  for
     income  taxes.  At March 31,  2002 and  2001,  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 March 31, 2002 and 2001,
     the deferred tax asset is related  solely to the  Company's  net  operating
     loss carryforward and is fully reserved.


                                                                            F-13

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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

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


NOTE D - FAIR VALUE OF FINANCIAL INSTRUMENTS

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


NOTE E - PROPERTY AND EQUIPMENT

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

                                         March 31,    March 31,
                                           2002         2001      Estimated life
                                         ---------    ---------   --------------

Computer equipment                       $  50,248    $  50,248       3 years
Office furniture and other equipment        10,004       10,004       7 years
                                         ---------    ---------
                                            60,252       60,252
Less accumulated depreciation              (32,332)     (15,024)
                                         ---------    ---------

Net property and equipment               $  27,920    $  45,228
                                         ---------    ---------

Depreciation  expense for the years ended March 31, 2002 and 2001 and the period
from February 28, 2000 (date of  inception)  through March 31, 2002 was $17,309,
$19,049 and $36,358, respectively.

                                                                            F-14

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE F - NOTES PAYABLE
                                                           March 31,   March 31,
                                                             2002        2001
                                                           ---------   ---------
$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        --
                                                           ---------   ---------

                                                           $  65,958   $  50,000
                                                           =========   =========


NOTE G - ADVANCES FROM OFFICERS

The Company's  officers have advanced various monies to the Company under formal
unsecured note documents  bearing  interest at 10.0%. The advances are repayable
in aggregate  monthly  amounts of  approximately  $370. Due to the nature of the
debt and irregular  payment history,  these advances are classified as "current"
in the accompanying financial statements.


NOTE H - OFFICER COMPENSATION

In August  2001,  the Company  replaced an existing  employment  agreement  with
Charles  Cardona (C. Cardona) under which C. Cardona will serve as the Company's
Chief Executive Officer through August 31, 2004. Under his agreement, C. Cardona
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,  C.  Cardona 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.
C. Cardona 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,  C.  Cardona  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.


                                                                            F-15
<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE H - OFFICER COMPENSATION - Continued

C.  Cardona  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  Mr.  Cardona'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 replaced an existing employment  agreement with John
Cardona (J.  Cardona)  under which J. Cardona  agreed to serve as the  Company's
President  through August 31, 2004.  Under his agreement,  the Company agreed to
pay J. Cardona's  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 J. 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.  J. Cardona 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, J. Cardona was also entitled to receive 10%
of sales revenues generated through his efforts. Additional bonuses were 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. J. Cardona 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.  John  Cardona  terminated  his
employment with the Company in June 2002 but has remained as a consultant to the
Company.

In March 2002,  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  50,000  shares of stock as an incentive to execute such  agreement and
will receive an additional  50,000 shares for each month of his employment until
he receives a cash salary in  accordance  with his  agreement.  If the Company's
annual  revenues reach $1 million or more or it receives  funding of at least $1
million, Mr. Wasserman will receive a cash salary at the annual rate of $175,000
plus an  expense  allowance  of $2,000 per month.  If  through  Mr.  Wasserman's
efforts the Company realizes revenues of at least $3 million, Mr. Wasserman will
receive  a bonus of  300,000  shares  of the  Company'  s common  stock and such
additional  stock and/or  options as may be determined at such time by the Board
of  Directors.  Mr.  Wasserman  is  entitled  to  receive 1% of the value of any
contract the Company receives through Mr.  Wasserman' s efforts and a commission
of 10% of any investment capital received by the Company through his efforts.

As of March 31,  2002 and 2001,  total  cumulative  amounts  unpaid  under these
agreements are as follows:

                                                      March 31,       March 31,
                                                        2002          2001
                                                      ---------       ---------
   Officer compensation                               $ 358,932       $  47,999
                                                      =========       =========

Future amounts due under the employment agreements are as follows:

                                                     Year ending
                                                      March 31,        Amount
                                                     ------------   ------------
                                                         2003       $    302,000
                                                         2004            322,000
                                                         2005            416,000
                                                                    ------------
                                                        Totals      $  1,040,000
                                                                    ============


                                                                            F-16
<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE I - INCOME TAXES

The  components  of income tax  (benefit)  expense for the years ended March 31,
2002 and 2001 and for the period  from  February  28,  2000 (date of  inception)
through March 31, 2002, respectively, are as follows:

                                                                  Period from
                                                              February 28, 2000
                                                             (date of inception)
                      Year ended            Year ended              through
                    March 31, 2002        March 31, 2001        March 31, 2002
                 -------------------   -------------------   -------------------
Federal:
  Current        $              --     $              --     $              --
  Deferred                      --                    --                    --
                 -------------------   -------------------   -------------------
                                --                    --                    --
                 -------------------   -------------------   -------------------
State:
  Current                       --                    --                    --
  Deferred                      --                    --                    --
                 -------------------   -------------------   -------------------
                                --                    --                    --
                 -------------------   -------------------   -------------------

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

As of March 31,  2002,  the Company has a net  operating  loss  carryforward  of
approximately  $2,100,000 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 years ended March 31, 2002 and
2001 and for the period from February 28, 2000 (date of inception) through March
31, 2002,  respectively,  differed from the statutory federal rate of 34 percent
as follows:

                                                                                                       Period from
                                                                                                   February 28, 2000
                                                                                                  (date of inception)
                                                           Year ended            Year ended              through
                                                         March 31, 2002        March 31, 2001        March 31, 2002
                                                     -------------------   -------------------   -------------------
<S>                                                   <C>                   <C>                   <C>
Statutory rate applied to loss before income taxes    $          (208,000)  $          (496,415)  $          (716,595)
Increase (decrease) in income taxes resulting from:
    State income taxes                                               --                    --                    --
    Other, including reserve for deferred tax asset               208,000               496,415               716,595
                                                      -------------------   -------------------   -------------------

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

</TABLE>

                                                                            F-17

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE I - INCOME TAXES - Continued

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of March 31, 2002 and 2001:

                                               March 31, 2002    March 31, 2001
                                               --------------    --------------
Deferred tax assets
   Net operating loss carryforwards            $      716,600    $      508,600
   Less valuation allowance                          (716,600)         (508,600)
                                               --------------    --------------

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

During the years  ended March 31,  2002 and 2001,  the reserve for the  deferred
current  tax  asset   increased  by   approximately   $208,000   and   $496,400,
respectively.


NOTE J - COMMON STOCK TRANSACTIONS

AdZone Interactive, Inc. - pre-acquisition

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

At the February 28, 2000  incorporation,  AdZone  issued  21,250,000  post-split
shares of restricted, unregistered $0.001 par value common stock to its founders
for cash proceeds of $150.

On February 29, 2000, AdZone executed an agreement to issue 3,750,000 post-split
shares of restricted, unregistered $0.001 par value common stock to an unrelated
investment  group for gross  proceeds of $1,000,000.  Of the subscribed  amount,
$400,000  was  received  prior to March 31, 2000 and the  balance  was  received
during the year ended March 31,  2001.  The Company  relied upon Section 4(2) of
The Securities Act of 1933, as amended,  for an exemption from  registration  on
these shares.

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

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

                                                                            F-18

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - COMMON STOCK TRANSACTIONS - Continued

AdZone Interactive, Inc. - pre-acquisition - continued

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

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

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

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

On August 10, 2001, all of the above transactions  involving AdZone common stock
were  converted  to  restricted,   unregistered   common  stock  at  a  rate  of
approximately  0.642  for 1 in  the  business  combination  transaction  between
Executive Help Services,  Inc. and AdZone  Interactive,  Inc.  Accordingly,  the
aggregate  28,018,665  shares  of  AdZone  Interactive,  Inc.  common  stock was
converted into 18,000,022 shares of AdZone Research,  Inc.  (formerly  Executive
Help Services, Inc.) common stock.

AdZone Research, Inc. (formerly Executive Help Services, Inc.) - pre-acquisition

On December 8, 1998, the Company  amended its  Certificate of  Incorporation  to
change the par value of its common  stock from  $0.00001 per share to $0.001 per
share.  The effect of this change is  reflected  in the  accompanying  financial
statements as of the first day of the first period presented.


                                                                            F-19

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - COMMON STOCK TRANSACTIONS - Continued

AdZone Research, Inc. (formerly Executive Help Services, Inc.) - pre-acquisition
- continued

On June 15, 1999, the Company's  Board of Directors  approved a 45 for 1 forward
stock split on the issued and  outstanding  shares of common stock.  This action
caused the issued and  outstanding  shares to increase from 99,000 to 4,455,000.
The effect of this change is reflected in the accompanying  financial statements
as of the first day of the first period presented.

On July 6, 2000, the Company's  Board of Directors  approved a 1.2 for 1 forward
stock split on the issued and  outstanding  shares of common stock.  This action
caused  the  issued  and  outstanding  shares  to  increase  from  4,455,000  to
5,346,000.  The effect of this change is reflected in the accompanying financial
statements as of the first day of the first period presented.

On January 16, 2001, the Company's Board of Directors issued 4,500,000 shares of
restricted,  unregistered common stock to officers,  directors and key employees
as an incentive to retain  their  services.  These shares were issued on January
23, 2001.  The entities or  individuals  receiving  these shares are as follows:
Certum Limited,  3,000,000 shares;  Russell Stover Ivy,  1,000,000  shares;  and
Paris House Limited,  500,000  shares.  On May 8, 2001, all of these shares were
returned  to the  Company  for no  consideration  and  were  given  no  economic
consideration in the accompanying  pre-acquisition  financial statements for the
year ended March 31, 2001.

AdZone   Research,   Inc.   (formerly   Executive   Help   Services,   Inc.)   -
post-acquisition

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.

Between April 1, 2001 and August 10, 2001, AdZone received approximately $21,600
in cash  proceeds  for the  sale of  restricted,  unregistered  common  stock of
Executive  Help  Services,  Inc.  to be  issued  concurrent  with  the  business
combination date at a rate of $0.06 per share. On August 10, 2001, approximately
360,000  shares of common stock were issued by the Company.  The Company  relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from registration on these shares.

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

In 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. This transaction was valued at approximately $20,000, which was
equal to or in excess of the  discounted  closing price of the Company's  common
stock on the  NASDAQ  Electronic  Bulletin  Board on the date of the  settlement
transaction. The Company relied upon Section 4(2) of The Securities Act of 1933,
as amended, for an exemption from registration on these shares.


                                                                            F-20

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - COMMON STOCK TRANSACTIONS - Continued

AdZone   Research,   Inc.   (formerly   Executive   Help   Services,   Inc.)   -
post-acquisition - continued

In October 2001,  the Company sold an aggregate  541,110  shares of  restricted,
unregistered  common  stock to various  individuals  for  aggregate  proceeds of
approximately  $25,800.  The selling price of the respective shares was equal to
or in excess of the  discounted  closing price of the Company's  common stock on
the NASDAQ Electronic Bulletin Board on the date of each respective transaction.
The Company  relied upon Section 4(2) of The Securities Act of 1933, as amended,
for an exemption from registration on these shares.

In December  2001,  the Company sold 16,667 shares of  restricted,  unregistered
common  stock  to  an  individual  involved  in  the  October  2001  stock  sale
transactions for approximately  $2,000 cash. The selling price of the respective
shares was less than the discounted  closing price of the Company's common stock
on  the  NASDAQ  Electronic  Bulletin  Board  on the  date  of  each  respective
transaction.   Accordingly,  the  Company  recognized  a  non-  cash  charge  to
operations of approximately  $500 for the differential  between the "fair value"
of the securities sold and the cash proceeds  received.  The Company relied upon
Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption from
registration on these shares.

On December 13, 2001,  pursuant to a Form S-8  Registration  Statement Under The
Securities Act of 1933, the Company issued an aggregate 420,000 shares of common
stock  to  various  professionals,  some of  whom  were  existing  shareholders,
providing legal and accounting services to the Company.  These transactions were
valued at approximately  $30,000,  which was in excess of the discounted closing
price of the Company's common stock on the NASDAQ  Electronic  Bulletin Board on
the date of each respective transaction.

In January  2002,  the Company sold 85,000  shares of  restricted,  unregistered
common stock to an  unrelated  individual  for  approximately  $5,000 cash.  The
selling  price  of the  respective  shares  was  equal  to or in  excess  of the
discounted  closing price of the Company's common stock on the NASDAQ Electronic
Bulletin Board on the date of each  respective  transaction.  The Company relied
upon Section 4(2) of The  Securities  Act of 1933, as amended,  for an exemption
from registration on these shares.

Between  November 2001 and March 2002, the Company  issued an aggregate  850,000
shares of restricted, unrestricted common stock to six different individuals, of
which three were existing shareholders,  for various consulting services,  legal
fees,  general operating  expenses paid on behalf of the Company and office rent
late payment fees valued at approximately  $53,950.  For the issuance of 825,000
of the  shares,  the issue  price of the  respective  shares  was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ Electronic Bulletin Board on the date of each respective transaction.  In
one  instance,  the issue  price of 25,000  shares was less than the  discounted
closing price of the Company's  common stock on the NASDAQ  Electronic  Bulletin
Board on the  date of each  respective  transaction.  Accordingly,  the  Company
recognized  a non-  cash  charge to  operations  of  approximately  $250 for the
differential  between  the  "fair  value"  of the  securities  sold and the cash
proceeds received. The Company relied upon Section 4(2) of The Securities Act of
1933, as amended, for an exemption from registration on these shares.

On January 28, 2002, the Company  registered 538,665 shares of common stock on a
Form  S-8  Registration  Statement  Under  The  Securities  Act  of  1933  for a
Consulting  Agreement  with 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 the Form S-8  filing..
Through June 6, 2002,  the Company has issued an aggregate  346,665 shares under
the Form S-8  Registration  Statement.  Each  monthly  issuance  is  charged  to
operations as consulting fees.


                                                                            F-21

<PAGE>
<TABLE>
<CAPTION>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE J - COMMON STOCK TRANSACTIONS - Continued

AdZone   Research,   Inc.   (formerly   Executive   Help   Services,   Inc.)   -
post-acquisition - continued

On February 21, 2002, the Company registered 303,000 shares of common stock on a
Form  S-8  Registration  Statement  Under  The  Securities  Act  of  1933  for a
Consulting  Agreement with 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 the Form S-8  filing..  Through  June 6, 2002,  the
Company has issued an aggregate  153,000 shares under the Form S-8  Registration
Statement. Each monthly issuance is charged to operations as consulting fees.


NOTE K - STOCK OPTIONS

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

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

There were no exercise of any options from issue  through March 31, 2002, or any
period  subsequent  thereto.  The following table summarizes all options granted
from January 29, 2001 to March 31, 2002.

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

     CEO options       1,000,000        --           --       1,000,000       $ 0.10
     COO options       1,000,000        --           --       1,000,000       $ 0.10
                       ---------   ---------   ----------   -----------

     Totals            2,000,000        --           --       2,000,000
                       =========   =========   ==========   ===========
</TABLE>

The weighted  average  exercise price of all issued and  outstanding  options at
March 31, 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 based on past  performance,  and the
risk free interest rate,  which was estimated using the bond equivalent yield of
6.0% at March 31, 2002..


                                                                            F-22
<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE L - COMMITMENTS AND CONTINGENCIES

The Company conducts its administrative, development and marketing operations in
leased facilities,  located in Riverhead, New York, on a month-to-month lease at
a rental rate of approximately $1,800 per month.

In May 2000, the Company  executed a long-term  operating  lease for a marketing
office in the Empire  State  Building  in New York City.  This office was closed
prior to March 2001.  This lease is for a term of five (5) years.  The scheduled
annual  rental amount is  approximately  $65,145 for the period from May 1, 2000
through December 31, 2001;  approximately $68,175 for the period from January 1,
2002 through  August 31,  2003;  and  approximately  $71,205 for the period from
September  1,  2003  through  April  30,  2005.  Additionally,  the  Company  is
responsible for the pro-rata increases in ad valorem taxes, utilities, insurance
and common area  operating  costs over the base year  expenses as defined in the
lease agreement.  In the event of early termination of the lease, the Company is
responsible  for  supplemental  amounts  between the occupancy  period using the
effective annual rental yield of approximately  $68,175 and the amounts actually
paid by the  Company.  As of March 31,  2002,  the Company has  surrendered  all
security  deposits  to the  landlord  and is of the  opinion  that any  residual
liability  will  be  insignificant  to  the  Company's   financial  position  or
operations.

In January  2002,  the Company  executed a one-year  contract  with 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 June 6, 2002, the Company has issued
an aggregate  346,665  shares under the Form S-8  Registration  Statement.  Each
monthly issuance is charged to operations as consulting fees.

In February  2002,  the Company  executed a one-year  contract with 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  June 6, 2002,  the Company has issued an
aggregate 153,000 shares under the Form S-8 Registration Statement. Each monthly
issuance is charged to operations as consulting fees.


NOTE M - SUBSEQUENT EVENTS

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  plan,  its 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.  NuQuest  also  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.


                                                                            F-23

<PAGE>

                              ADZONE RESEARCH, INC.
                    (formerly Executive Help Services, Inc.)
                          (a development stage company)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE M - SUBSEQUENT EVENTS - Continued

In May 2002, the Company issued 10,000 shares of restricted, unregistered common
stock to an  individual  for  advisory  services and  membership  on a corporate
advisory  board.  These  shares  were  valued at $500,  which was equal to or in
excess of the  discounted  closing  price of the  Company's  common stock on the
NASDAQ Electronic Bulletin Board on the date of each respective transaction. The
Company relied upon Section 4(2) of The Securities Act of 1933, as amended,  for
an exemption from registration on these shares.

In May 2002,  the Company  issued an aggregate  3,150,000  shares of restricted,
unregistered  shares of common stock to its President,  Chief Executive  Officer
and office personnel in lieu of cash  compensation.  These shares were valued at
$94,500,  which was equal to or in excess of the discounted closing price of the
Company's  common stock on the NASDAQ  Electronic  Bulletin Board on the date of
each  respective  transaction.  The  Company  relied  upon  Section  4(2) of The
Securities Act of 1933, as amended,  for an exemption from registration on these
shares.

On 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.



                                                                            F-24