As filed with the Securities and Exchange Commission on November 15, 2004

                                                     Reg. No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ADZONE RESEARCH, INC.

             (Exact name of registrant as specified in its charter)



         Delaware                                           88-0420405
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           identification No.)

                4062 Grumman Boulevard, Calverton, New York 11933
              (Address of principal executive offices) (Zip Code)

                            2004 STOCK INCENTIVE PLAN

                               (full time of plan)

                                 Charles Cardona
                             4062 Grumman Boulevard
                            Calverton, New York 11933
                     (Name and address of agent for service)

                                 (631) 369-1100
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- ------------------
<S>                          <C>                 <C>                <C>                     <C>
Common Stock                 12,400,000          $0.18              $2,232,000              $282.79
($.001 par value)
----------------------- --------------------- -------------------- --------------------- ------------------
</TABLE>

*     Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee and
      not as a representation as to any actual proposed price. The offering
      price per share, maximum aggregate offering price and registration fee is
      based upon the average of the high and the low price on the over the
      counter bulletin board on November 12, 2004.

<PAGE>

EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register 12,400,000 additional shares of
common stock, $0.001 par value per share, of Adzone Research, Inc. with respect
to a currently effective Registration Statement on Form S-8 relating to its 2004
Incentive Stock Plan. The contents of the Registration Statement on Form S-8 as
filed on July 16, 2004, Registration No. 333-117521 are incorporated by
reference into this Registration Statement.

         The Prospectus filed as part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3 and may be used for
reofferings and resales of registered shares of common stock which have been
issued upon the grants of common stock to employees, non-employee directors, and
officers of Adzone Research, Inc.

                                       2
<PAGE>

Prospectus

                              Adzone Research, Inc.

                        12,400,000 SHARES OF COMMON STOCK

                             issued pursuant to the

                            2004 Incentive Stock Plan


         This prospectus relates to the sale of up to 12,400,000 shares of
common stock of Adzone Research, Inc. offered by certain holders of our
securities acquired upon the exercise of options issued to such persons pursuant
to our 2004 Incentive Stock Plan. The shares may be offered by the selling
stockholders from time to time in regular brokerage transactions, in
transactions directly with market makers or in certain privately negotiated
transactions. For additional information on the methods of sale, you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds from the sale of the shares by the selling stockholders. Each of
the selling stockholders may be deemed to be an "underwriter," as such term is
defined in the Securities Act of 1933.

         Our common stock trades on The Over-The-Counter Bulletin Board under
the symbol "ADZR." On November 12, 2004, the closing sale price of the common
stock was $0.18 per share. The securities offered hereby are speculative and
involve a high degree of risk and substantial dilution. Only investors who can
bear the risk of loss of their entire investment should invest. See "Risk
Factors" beginning on page 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



                The date of this prospectus is November __, 2004.


                                       3
<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                       PAGE

<S>                                                                                      <C>
Prospectus Summary                                                                       5
Risk Factors                                                                             6
Selling Stockholders                                                                     8
Plan of Distribution                                                                     9
Interests of Named Experts and Counsel                                                   9
Incorporation of Certain Documents by Reference                                          10
Disclosure of Commission Position on Indemnification For Securities Act Liabilities      10
Available Information                                                                    11
</TABLE>

                                       4
<PAGE>



                               PROSPECTUS SUMMARY

OVERVIEW

         Adzone Research, Inc. is an Internet advertising research firm engaged
in the extraction of data through the monitoring of Internet websites. The
extracted data is then used to provide various market research statistics and
other focused information as requested by clients. Adzone Research, Inc. is in
its development stage, and has focused principally on the development of its
proprietary software, and has just begun to initiate efforts towards developing
a significant revenue base.

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


THIS OFFERING

<TABLE>
<CAPTION>
<S>                                                              <C>                        <C>
Shares of common stock outstanding prior to this offering.........86,773,814 as of November 15, 2004

Shares offered in this prospectus.................................12,400,000

Total shares outstanding after this offering .....................99,173,814

Use of proceeds...................................................We will not receive any proceeds from the
                                                                  sale of the shares of common stock
                                                                  offered in this prospectus.
</TABLE>


                                       5
<PAGE>

RISK FACTORS

         Investment in our common stock involves a high degree of risk. You
should consider the following discussion of risks as well as other information
in this prospectus. The risks and uncertainties described below are not the only
ones. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed. In such case, the
trading price of our common stock could decline.

         Except for historical information, the information contained in this
prospectus are "forward-looking" statements about our expected future business
and performance. Our actual operating results and financial performance may
prove to be very different from what we might have predicted as of the date of
this prospectus.


RISKS RELATED TO OUR FINANCIAL RESULTS AND BUSINESS

WE MAY NEVER BECOME PROFITABLE AND CONTINUE AS A GOING CONCERN BECAUSE WE HAVE
HAD LOSSES SINCE OUR INCEPTION.

         We may never become profitable and continue as a going concern because
we have incurred losses and experienced negative operating cash flow since our
formation. For our fiscal years ended March 31, 2004 and 2003, we had a net loss
of ($1,735,105) and ($927,536), respectively. For our fiscal quarter ended June
30, 2004, we had a net loss of ($1,020,051). We expect to continue to incur
significant expenses. Our operating expenses have been and are expected to
continue to outpace revenues and result in significant losses in the near term.
We may never be able to reduce these losses, which will require us to seek
additional debt or equity financing. If such financing is available you may
experience significant additional dilution.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

         In their report dated June 23, 2004, our independent auditors have
expressed doubt about our ability to continue as a going concern in our
financial statements for the years ended March 31, 2004 and 2003. Our ability to
continue as a going concern is an issue raised as a result of recurring losses
from operations, a stockholders' deficit, and requirement for a significant
amount of capital financing to proceed with our business plan. Our ability to
continue as a going concern is subject to our ability to generate a profit
and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales or
obtaining loans and grants from various financial institutions where possible.
The going concern qualification in the auditor's report increases the difficulty
in meeting such goals and there can be no assurances that such methods will
prove successful.

WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE FUNDING.

         We currently have no legally binding commitments with any third parties
to obtain any material amount of additional equity or debt financing. We need
immediate funds and may not be able to obtain any additional financing in the
amounts or at the times that we may require the financing or, if we do obtain
any financing, that it would be on acceptable terms because of the following:

         -        we have no assets to pledge as security for the loan
         -        we are in poor financial condition
         -        we maybe viewed as a high market risk

         As a result, we may not have adequate capital to implement future
expansions, maintain our current levels of operation or to pursue strategic
acquisitions. Our failure to obtain sufficient additional financing could result
in the delay or abandonment of some or all of our development, expansion and
expenditures, which could harm our business and the value of our common stock.

                                       6
<PAGE>

OUR BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL
FUNDING.

         Our business operations will be harmed if we are unable to obtain
additional funding. We believe that our available short-term assets and
investment income will be sufficient to meet our operating expenses and capital
expenditures through the end of fiscal year 2004. We do not know if additional
financing will be available when needed, or if it is available, if it will be
available on acceptable terms. Insufficient funds may prevent us from
implementing our business strategy or may require us to delay, scale back or
eliminate certain opportunities for the provision of our technology and
products.

RISKS RELATED TO OUR CURRENT FINANCING AGREEMENT

THE ISSUANCE OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES AND
EXERCISE OF WARRANTS MAY RESULT IN SUBSTANTIAL DILUTION TO THE INTERESTS OF THE
OTHER STOCKHOLDERS SINCE THE SELLING STOCKHOLDER MAY ULTIMATELY CONVERT AND SELL
THE FULL AMOUNT ISSUABLE ON CONVERSION.

         The issuance of shares upon conversion of the convertible debentures
and exercise of warrants may result in substantial dilution to the interests of
other stockholders since the selling stockholder may ultimately convert and sell
the full amount issuable on conversion. Although the selling stockholder may not
convert its convertible note and/or exercise their warrants if such conversion
or exercise would cause them to own more than 9.99% of our outstanding common
stock, this restriction does not prevent the selling stockholder from converting
and/or exercising some of their holdings, selling our common stock issued in
such conversion and/or exercise, and then converting more of their holdings. In
this way, the selling stockholder could sell more than 9.99% of our outstanding
common stock while never holding more than this limit. There is no upper limit
on the number of shares that may be issued which will have the effect of further
diluting the proportionate equity interest and voting power of holders of our
common stock, including investors in this offering.

RISKS RELATED TO OUR COMMON STOCK

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE BECAUSE THERE ARE A LARGE
NUMBER OF SHARES UNDERLYING OUR WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE
AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE.

         The market price of our common stock may decline because there are a
large number of shares underlying our convertible debentures, and warrants that
may be available for future sale, and the sale of these shares may depress the
market price. As of November 15, 2004, we had approximately 86,773,814 shares of
common stock issued and outstanding and outstanding options and warrants to
purchase up to approximately 25,688,000 shares of common stock. All of the
shares included in this prospectus may be sold without restriction. The sale of
these shares may adversely affect the market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

         The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:

         -        that a broker or dealer approve a person's account for
                  transactions in penny stocks; and

         -        the broker or dealer receive from the investor a written
                  agreement to the transaction, setting forth the identity and
                  quantity of the penny stock to be purchased.

         In order to approve a person's account for transactions in penny
stocks, the broker or dealer must:

         -        obtain financial information and investment experience
                  objectives of the person; and

         -        make a reasonable determination that the transactions in penny
                  stocks are suitable for that person and the person has
                  sufficient knowledge and experience in financial matters to be
                  capable of evaluating the risks of transactions in penny
                  stocks.

         The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form:

         -        sets forth the basis on which the broker or dealer made the
                  suitability determination; and

         -        that the broker or dealer received a signed, written agreement
                  from the investor prior to the transaction.

                                       7
<PAGE>

                              SELLING STOCKHOLDERS

         The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders. We will not receive any
proceeds from the resale of the common stock by the selling stockholders. We
will receive proceeds from the exercise of the warrants

         The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.

<TABLE>
<CAPTION>
                                     SHARES BENEFICIALLY OWNED                                  SHARES BENEFICIALLY OWNED
                                        PRIOR TO THE OFFERING                                        AFTER THE OFFERING
                                  --------------------------------                      -------------------------------------
                                                                          TOTAL
             NAME                     NUMBER            PERCENT       SHARES OFFERED        NUMBER                PERCENT
--------------------------------  ----------------  --------------  ------------------  ----------------  -------------------
<S>                                     <C>              <C>            <C>       <C>        <C>                   <C>
Charles Cardona                         22,352,422       26.8%          4,650,000 (1)        17,702,422            17.8%
John Cardona                            18,381,849       22.1%          4,650,000 (2)        13,731,849            13.8%
Warren Hamburger                         1,091,000       1.3%             350,000 (3)           741,000              *
Russell Ivy                                 75,000         *              350,000 (4)           275,000              *
Richard McCann                           1,709,218       1.9%             350,000 (5)         2,940,782            3.0%
Dan Wasserman                            3,081,000       3.6%           1,400,000 (6)         1,681,000            1.4%

</TABLE>

* Less than one percent.

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days. The actual number of shares of common stock issuable upon the
conversion of the debentures and exercise of the debenture warrants is subject
to adjustment depending on, among other factors, the future market price of the
common stock, and could be materially less or more than the number estimated in
the table.

         (1)      Represents (i) 1,000,000 shares of common stock underlying
                  options exercisable at $.10 per share; (ii) 750,000 shares of
                  common stock underlying options exercisable at $.85 per share;
                  (iii) 750,000 shares of common stock underlying options
                  exercisable at $1.00 per share; (iv) 750,000 shares of common
                  stock underlying options exercisable at $1.50 per share; (v)
                  750,000 shares of common stock underlying options exercisable
                  at $1.75 per share; (vi) 500,000 shares of common stock
                  underlying options exercisable at $.18 per share; and (vii)
                  150,000 shares of common stock underlying options exercisable
                  at $.185 per share. The aforementioned options were granted on
                  November 2, 2004 and are exercisable until November 2, 2007.

         (2)      Represents (i) 1,000,000 shares of common stock underlying
                  options exercisable at $.10 per share; (ii) 750,000 shares of
                  common stock underlying options exercisable at $.85 per share;
                  (iii) 750,000 shares of common stock underlying options
                  exercisable at $1.00 per share; (iv) 750,000 shares of common
                  stock underlying options exercisable at $1.50 per share; (v)
                  750,000 shares of common stock underlying options exercisable
                  at $1.75 per share; (vi) 500,000 shares of common stock
                  underlying options exercisable at $.18 per share; and (vii)
                  150,000 shares of common stock underlying options exercisable
                  at $.185 per share. The aforementioned options were granted on
                  November 2, 2004 and are exercisable until November 2, 2007.

         (3)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.18 per share; and (ii) 100,000 shares
                  of common stock underlying options exercisable at $.185 per
                  share. The aforementioned options were granted on November 2,
                  2004 and are exercisable until November 2, 2007.

                                       8
<PAGE>

         (4)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.18 per share; and (ii) 100,000 shares
                  of common stock underlying options exercisable at $.185 per
                  share. The aforementioned options were granted on November 2,
                  2004 and are exercisable until November 2, 2007.

         (5)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.18 per share; and (ii) 100,000 shares
                  of common stock underlying options exercisable at $.185 per
                  share. The aforementioned options were granted on November 2,
                  2004 and are exercisable until November 2, 2007.

         (6)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.85 per share; (ii) 250,000 shares of
                  common stock underlying options exercisable at $1.00 per
                  share; (iii) 250,000 shares of common stock underlying options
                  exercisable at $1.50 per share; (iv) 250,000 shares of common
                  stock underlying options exercisable at $2.00 per share; (v)
                  300,000 shares of common stock underlying options exercisable
                  at $.18 per share; and (vi) 100,000 shares of common stock
                  underlying options exercisable at $.185 per share. The
                  aforementioned options were granted on November 2, 2004 and
                  are exercisable until November 2, 2007.


                              PLAN OF DISTRIBUTION

         Sales of the shares may be effected by or for the account of the
selling stockholders from time to time in transactions (which may include block
transactions) on The Over-The-Counter Bulletin Board, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter sell the
shares from time to time in transactions (which may include block transactions)
on The Over-The-Counter Bulletin Board, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

         The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

         We have agreed to indemnify the selling stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the selling
stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065
Avenue of the Americas, 21st Floor, New York, NY 10018. Members of Sichenzia
Ross Friedman Ference LLP are participants in the Registrant's 2004 Incentive
Stock Plan and have received shares under such plan which are included in this
registration statement.

                                       9
<PAGE>

                      INFORMATION INCORPORATED BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

         o        Reference is made to the Registrant's current reports on Form
                  8-K, as filed with the SEC on May 3, May 27, August 4, August
                  9, September 9, September 13 and September 15, 2004 (File No.
                  000-28717).

         o        Reference is made to the Registrant's quarterly report on Form
                  10-QSB for the quarter ended June 30, 2004, as filed with the
                  SEC on August 19, 2004, and Form 10-QSB/A, as filed with the
                  SEC on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        Reference is made to the Registrant's annual report on Form
                  10-KSB for the year ended March 31, 2004, as filed with the
                  SEC on July 9, 2004, and Form 10-KSB/A, as filed with the SEC
                  on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        The description of the Registrant's common stock is
                  incorporated by reference to the Registrant's Registration
                  Statement on Form 10-SB, as filed with the Commission under
                  file number 000-28717 on December 30, 1999.

         We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on written or oral request a copy of any or all
of the documents incorporated by reference in this prospectus, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Mr. Charles Cardona, Adzone Research, Inc., 4062 Grumman Boulevard,
Calverton, New York 11933.


              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Adzone's Articles of Incorporation, as amended, provide to the fullest
extent permitted by Delaware law, a director or officer of Adzone shall not be
personally liable to Adzone or its shareholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of Adzone's
Articles of Incorporation, as amended, is to eliminate the right of Adzone and
its shareholders (through shareholders' derivative suits on behalf of Adzone) to
recover damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except under certain situations defined by statute.
Adzone believes that the indemnification provisions in its Articles of
Incorporation, as amended, are necessary to attract and retain qualified persons
as directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to its directors, officers and controlling persons pursuant
to the foregoing provisions or otherwise, Adzone has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                                       10
<PAGE>

                     ADDITIONAL INFORMATION AVAILABLE TO YOU

         This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549, You can obtain copies from the public reference room of
the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, upon payment of certain
fees. You can call the SEC at 1-800-732-0330 for further information about the
public reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is listed on The Over-The-Counter
Bulletin Board.


                                       11
<PAGE>

         No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.



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





                        12,400,000 SHARES OF COMMON STOCK

                                 ---------------
                                   PROSPECTUS
                                 ---------------

                               November ___, 2004


                                       12
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission and is omitted from this registration
statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:

         o        Reference is made to the Registrant's current reports on Form
                  8-K, as filed with the SEC on May 3, May 27, August 4, August
                  9, September 9, September 13 and September 15, 2004 (File No.
                  000-28717).

         o        Reference is made to the Registrant's quarterly report on Form
                  10-QSB for the quarter ended June 30, 2004, as filed with the
                  SEC on August 19, 2004, and Form 10-QSB/A, as filed with the
                  SEC on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        Reference is made to the Registrant's annual report on Form
                  10-KSB for the year ended March 31, 2004, as filed with the
                  SEC on July 9, 2004, and Form 10-KSB/A, as filed with the SEC
                  on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        The description of the Registrant's common stock is
                  incorporated by reference to the Registrant's Registration
                  Statement on Form 10-SB, as filed with the Commission under
                  file number 000-28717 on December 30, 1999.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065
Avenue of Americas, 21st flr., New York, NY 10018. A member of Sichenzia Ross
Friedman Ference LLP will receive shares of common stock in connection with
legal services.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provided that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent permitted by Delaware law.

                                       13
<PAGE>

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer employee
or agent of the corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred by him or her in connection
with such action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, had no reasonable cause to
believe his or her conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.



         EXHIBIT
         NUMBER   EXHIBIT

         4.1      2004 Incentive Stock Plan*

         5.1      Opinion of Sichenzia Ross Friedman Ference LLP

         23.1     Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1

         23.2     Consent of S.W. Hatfield,CPA

         24.1     Power of Attorney (included in the Signature Page)

         * Previously filed.

                                       14
<PAGE>



ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (2) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                  (3) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       15
<PAGE>


                                   SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Calverton, State of New York on November 15, 2004.

                  ADZONE RESEARCH, INC.

                  By: /s/ Charles Cardona
                     ---------------------------------------------------------
                     Charles Cardona, President, Chief Executive Officer, and
                     Acting Chief Financial and Accounting Officer

                                       16
<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Charles Cardona, his or her true and lawful attorney in fact and agent, with
full power of substitution and resubstitution, for him or her and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to the Registration Statement, and to sign
any registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:

    Signature                    Title                      Date
    ---------                    -----                      ----


/s/ John Cardona                 Director               November 15, 2004
----------------
John Cardona

/s/ Warren Hamburger             Director               November 15, 2004
-------------------
Warren Hamburger

/s/ Russell Ivy                  Director               November 15, 2004
-------------------
Russell Ivy

/s/ Richard A. McCann            Director               November 15, 2004
----------------------
Richard A. McCann

                                       17
<PAGE>

EXHIBIT
NUMBER   EXHIBIT
-------  -------
4.1      2004 Incentive Stock Plan*

5.1      Opinion of Sichenzia Ross Friedman Ference LLP

23.1     Consent of Sichenzia Ross Friedman Ference LLP is contained in
         Exhibit 5.1

23.2     Consent of S.W. Hatfield,CPA

24.1     Power of Attorney (included in the Signature Page)

* Previously filed.

                                       18
[{"type": "S-8", "sequence": "1", "filename": "v08175forms8.txt", "secsgml_size_bytes": 44842}]
{"company-data": {"conformed-name": "ADZONE RESEARCH INC", "cik": "0001102013", "assigned-sic": "8700", "irs-number": "880420405", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120488", "film-number": "041144606"}, "business-address": {"street1": "4062-80 GRUMMAN BLVD", "street2": "SUITE 201", "city": "CALVERTON", "state": "NY", "zip": "11933", "phone": "631-369-1100"}, "mail-address": {"street1": "4062-80 GRUMMAN BLVD", "street2": "SUITE 201", "city": "CALVERTON", "state": "NY", "zip": "11933"}, "former-company": {"former-conformed-name": "EXECUTIVE HELP SERVICES INC", "date-changed": "19991229"}}
As filed with the Securities and Exchange Commission on November 15, 2004

                                                     Reg. No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ADZONE RESEARCH, INC.

             (Exact name of registrant as specified in its charter)

         Delaware                                           88-0420405
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           identification No.)

                4062 Grumman Boulevard, Calverton, New York 11933
              (Address of principal executive offices) (Zip Code)

                            2004 STOCK INCENTIVE PLAN

                               (full time of plan)

                                 Charles Cardona
                             4062 Grumman Boulevard
                            Calverton, New York 11933
                     (Name and address of agent for service)

                                 (631) 369-1100
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
                        Proposed maximum      Proposed maximum
                        Amount to be          offering price       Aggregate offering    Amount of
Title of securities     Registered            per share*           Price                 Registration fee
to be registered
----------------------- --------------------- -------------------- --------------------- ------------------
Common Stock                 12,400,000          $0.18              $2,232,000              $282.79
($.001 par value)
----------------------- --------------------- -------------------- --------------------- ------------------
*     Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
      amended, solely for the purpose of calculating the registration fee and
      not as a representation as to any actual proposed price. The offering
      price per share, maximum aggregate offering price and registration fee is
      based upon the average of the high and the low price on the over the
      counter bulletin board on November 12, 2004.
EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register 12,400,000 additional shares of
common stock, $0.001 par value per share, of Adzone Research, Inc. with respect
to a currently effective Registration Statement on Form S-8 relating to its 2004
Incentive Stock Plan. The contents of the Registration Statement on Form S-8 as
filed on July 16, 2004, Registration No. 333-117521 are incorporated by
reference into this Registration Statement.

         The Prospectus filed as part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3 and may be used for
reofferings and resales of registered shares of common stock which have been
issued upon the grants of common stock to employees, non-employee directors, and
officers of Adzone Research, Inc.

                                       2
Prospectus

                              Adzone Research, Inc.

                        12,400,000 SHARES OF COMMON STOCK

                             issued pursuant to the

                            2004 Incentive Stock Plan

         This prospectus relates to the sale of up to 12,400,000 shares of
common stock of Adzone Research, Inc. offered by certain holders of our
securities acquired upon the exercise of options issued to such persons pursuant
to our 2004 Incentive Stock Plan. The shares may be offered by the selling
stockholders from time to time in regular brokerage transactions, in
transactions directly with market makers or in certain privately negotiated
transactions. For additional information on the methods of sale, you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds from the sale of the shares by the selling stockholders. Each of
the selling stockholders may be deemed to be an "underwriter," as such term is
defined in the Securities Act of 1933.

         Our common stock trades on The Over-The-Counter Bulletin Board under
the symbol "ADZR." On November 12, 2004, the closing sale price of the common
stock was $0.18 per share. The securities offered hereby are speculative and
involve a high degree of risk and substantial dilution. Only investors who can
bear the risk of loss of their entire investment should invest. See "Risk
Factors" beginning on page 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is November __, 2004.

                                       3
TABLE OF CONTENTS
                                                                                       PAGE
Prospectus Summary                                                                       5
Risk Factors                                                                             6
Selling Stockholders                                                                     8
Plan of Distribution                                                                     9
Interests of Named Experts and Counsel                                                   9
Incorporation of Certain Documents by Reference                                          10
Disclosure of Commission Position on Indemnification For Securities Act Liabilities      10
Available Information                                                                    11
4
PROSPECTUS SUMMARY

OVERVIEW

         Adzone Research, Inc. is an Internet advertising research firm engaged
in the extraction of data through the monitoring of Internet websites. The
extracted data is then used to provide various market research statistics and
other focused information as requested by clients. Adzone Research, Inc. is in
its development stage, and has focused principally on the development of its
proprietary software, and has just begun to initiate efforts towards developing
a significant revenue base.

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

THIS OFFERING
Shares of common stock outstanding prior to this offering.........86,773,814 as of November 15, 2004

Shares offered in this prospectus.................................12,400,000

Total shares outstanding after this offering .....................99,173,814

Use of proceeds...................................................We will not receive any proceeds from the
                                                                  sale of the shares of common stock
                                                                  offered in this prospectus.
5
RISK FACTORS

         Investment in our common stock involves a high degree of risk. You
should consider the following discussion of risks as well as other information
in this prospectus. The risks and uncertainties described below are not the only
ones. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business could be harmed. In such case, the
trading price of our common stock could decline.

         Except for historical information, the information contained in this
prospectus are "forward-looking" statements about our expected future business
and performance. Our actual operating results and financial performance may
prove to be very different from what we might have predicted as of the date of
this prospectus.

RISKS RELATED TO OUR FINANCIAL RESULTS AND BUSINESS

WE MAY NEVER BECOME PROFITABLE AND CONTINUE AS A GOING CONCERN BECAUSE WE HAVE
HAD LOSSES SINCE OUR INCEPTION.

         We may never become profitable and continue as a going concern because
we have incurred losses and experienced negative operating cash flow since our
formation. For our fiscal years ended March 31, 2004 and 2003, we had a net loss
of ($1,735,105) and ($927,536), respectively. For our fiscal quarter ended June
30, 2004, we had a net loss of ($1,020,051). We expect to continue to incur
significant expenses. Our operating expenses have been and are expected to
continue to outpace revenues and result in significant losses in the near term.
We may never be able to reduce these losses, which will require us to seek
additional debt or equity financing. If such financing is available you may
experience significant additional dilution.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

         In their report dated June 23, 2004, our independent auditors have
expressed doubt about our ability to continue as a going concern in our
financial statements for the years ended March 31, 2004 and 2003. Our ability to
continue as a going concern is an issue raised as a result of recurring losses
from operations, a stockholders' deficit, and requirement for a significant
amount of capital financing to proceed with our business plan. Our ability to
continue as a going concern is subject to our ability to generate a profit
and/or obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities, increasing sales or
obtaining loans and grants from various financial institutions where possible.
The going concern qualification in the auditor's report increases the difficulty
in meeting such goals and there can be no assurances that such methods will
prove successful.

WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE FUNDING.

         We currently have no legally binding commitments with any third parties
to obtain any material amount of additional equity or debt financing. We need
immediate funds and may not be able to obtain any additional financing in the
amounts or at the times that we may require the financing or, if we do obtain
any financing, that it would be on acceptable terms because of the following:

         -        we have no assets to pledge as security for the loan
         -        we are in poor financial condition
         -        we maybe viewed as a high market risk

         As a result, we may not have adequate capital to implement future
expansions, maintain our current levels of operation or to pursue strategic
acquisitions. Our failure to obtain sufficient additional financing could result
in the delay or abandonment of some or all of our development, expansion and
expenditures, which could harm our business and the value of our common stock.

                                       6
OUR BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL
FUNDING.

         Our business operations will be harmed if we are unable to obtain
additional funding. We believe that our available short-term assets and
investment income will be sufficient to meet our operating expenses and capital
expenditures through the end of fiscal year 2004. We do not know if additional
financing will be available when needed, or if it is available, if it will be
available on acceptable terms. Insufficient funds may prevent us from
implementing our business strategy or may require us to delay, scale back or
eliminate certain opportunities for the provision of our technology and
products.

RISKS RELATED TO OUR CURRENT FINANCING AGREEMENT

THE ISSUANCE OF SHARES UPON CONVERSION OF THE CONVERTIBLE DEBENTURES AND
EXERCISE OF WARRANTS MAY RESULT IN SUBSTANTIAL DILUTION TO THE INTERESTS OF THE
OTHER STOCKHOLDERS SINCE THE SELLING STOCKHOLDER MAY ULTIMATELY CONVERT AND SELL
THE FULL AMOUNT ISSUABLE ON CONVERSION.

         The issuance of shares upon conversion of the convertible debentures
and exercise of warrants may result in substantial dilution to the interests of
other stockholders since the selling stockholder may ultimately convert and sell
the full amount issuable on conversion. Although the selling stockholder may not
convert its convertible note and/or exercise their warrants if such conversion
or exercise would cause them to own more than 9.99% of our outstanding common
stock, this restriction does not prevent the selling stockholder from converting
and/or exercising some of their holdings, selling our common stock issued in
such conversion and/or exercise, and then converting more of their holdings. In
this way, the selling stockholder could sell more than 9.99% of our outstanding
common stock while never holding more than this limit. There is no upper limit
on the number of shares that may be issued which will have the effect of further
diluting the proportionate equity interest and voting power of holders of our
common stock, including investors in this offering.

RISKS RELATED TO OUR COMMON STOCK

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE BECAUSE THERE ARE A LARGE
NUMBER OF SHARES UNDERLYING OUR WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE
AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE.

         The market price of our common stock may decline because there are a
large number of shares underlying our convertible debentures, and warrants that
may be available for future sale, and the sale of these shares may depress the
market price. As of November 15, 2004, we had approximately 86,773,814 shares of
common stock issued and outstanding and outstanding options and warrants to
purchase up to approximately 25,688,000 shares of common stock. All of the
shares included in this prospectus may be sold without restriction. The sale of
these shares may adversely affect the market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

         The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:

         -        that a broker or dealer approve a person's account for
                  transactions in penny stocks; and

         -        the broker or dealer receive from the investor a written
                  agreement to the transaction, setting forth the identity and
                  quantity of the penny stock to be purchased.

         In order to approve a person's account for transactions in penny
stocks, the broker or dealer must:

         -        obtain financial information and investment experience
                  objectives of the person; and

         -        make a reasonable determination that the transactions in penny
                  stocks are suitable for that person and the person has
                  sufficient knowledge and experience in financial matters to be
                  capable of evaluating the risks of transactions in penny
                  stocks.

         The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form:

         -        sets forth the basis on which the broker or dealer made the
                  suitability determination; and

         -        that the broker or dealer received a signed, written agreement
                  from the investor prior to the transaction.

                                       7
SELLING STOCKHOLDERS

         The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders. We will not receive any
proceeds from the resale of the common stock by the selling stockholders. We
will receive proceeds from the exercise of the warrants

         The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.
SHARES BENEFICIALLY OWNED                                  SHARES BENEFICIALLY OWNED
                                        PRIOR TO THE OFFERING                                        AFTER THE OFFERING
                                  --------------------------------                      -------------------------------------
                                                                          TOTAL
             NAME                     NUMBER            PERCENT       SHARES OFFERED        NUMBER                PERCENT
--------------------------------  ----------------  --------------  ------------------  ----------------  -------------------
Charles Cardona                         22,352,422       26.8%          4,650,000 (1)        17,702,422            17.8%
John Cardona                            18,381,849       22.1%          4,650,000 (2)        13,731,849            13.8%
Warren Hamburger                         1,091,000       1.3%             350,000 (3)           741,000              *
Russell Ivy                                 75,000         *              350,000 (4)           275,000              *
Richard McCann                           1,709,218       1.9%             350,000 (5)         2,940,782            3.0%
Dan Wasserman                            3,081,000       3.6%           1,400,000 (6)         1,681,000            1.4%
* Less than one percent.

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days. The actual number of shares of common stock issuable upon the
conversion of the debentures and exercise of the debenture warrants is subject
to adjustment depending on, among other factors, the future market price of the
common stock, and could be materially less or more than the number estimated in
the table.

         (1)      Represents (i) 1,000,000 shares of common stock underlying
                  options exercisable at $.10 per share; (ii) 750,000 shares of
                  common stock underlying options exercisable at $.85 per share;
                  (iii) 750,000 shares of common stock underlying options
                  exercisable at $1.00 per share; (iv) 750,000 shares of common
                  stock underlying options exercisable at $1.50 per share; (v)
                  750,000 shares of common stock underlying options exercisable
                  at $1.75 per share; (vi) 500,000 shares of common stock
                  underlying options exercisable at $.18 per share; and (vii)
                  150,000 shares of common stock underlying options exercisable
                  at $.185 per share. The aforementioned options were granted on
                  November 2, 2004 and are exercisable until November 2, 2007.

         (2)      Represents (i) 1,000,000 shares of common stock underlying
                  options exercisable at $.10 per share; (ii) 750,000 shares of
                  common stock underlying options exercisable at $.85 per share;
                  (iii) 750,000 shares of common stock underlying options
                  exercisable at $1.00 per share; (iv) 750,000 shares of common
                  stock underlying options exercisable at $1.50 per share; (v)
                  750,000 shares of common stock underlying options exercisable
                  at $1.75 per share; (vi) 500,000 shares of common stock
                  underlying options exercisable at $.18 per share; and (vii)
                  150,000 shares of common stock underlying options exercisable
                  at $.185 per share. The aforementioned options were granted on
                  November 2, 2004 and are exercisable until November 2, 2007.

         (3)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.18 per share; and (ii) 100,000 shares
                  of common stock underlying options exercisable at $.185 per
                  share. The aforementioned options were granted on November 2,
                  2004 and are exercisable until November 2, 2007.

                                       8
(4)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.18 per share; and (ii) 100,000 shares
                  of common stock underlying options exercisable at $.185 per
                  share. The aforementioned options were granted on November 2,
                  2004 and are exercisable until November 2, 2007.

         (5)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.18 per share; and (ii) 100,000 shares
                  of common stock underlying options exercisable at $.185 per
                  share. The aforementioned options were granted on November 2,
                  2004 and are exercisable until November 2, 2007.

         (6)      Represents (i) 250,000 shares of common stock underlying
                  options exercisable at $.85 per share; (ii) 250,000 shares of
                  common stock underlying options exercisable at $1.00 per
                  share; (iii) 250,000 shares of common stock underlying options
                  exercisable at $1.50 per share; (iv) 250,000 shares of common
                  stock underlying options exercisable at $2.00 per share; (v)
                  300,000 shares of common stock underlying options exercisable
                  at $.18 per share; and (vi) 100,000 shares of common stock
                  underlying options exercisable at $.185 per share. The
                  aforementioned options were granted on November 2, 2004 and
                  are exercisable until November 2, 2007.

                              PLAN OF DISTRIBUTION

         Sales of the shares may be effected by or for the account of the
selling stockholders from time to time in transactions (which may include block
transactions) on The Over-The-Counter Bulletin Board, in negotiated
transactions, through a combination of such methods of sale, or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter sell the
shares from time to time in transactions (which may include block transactions)
on The Over-The-Counter Bulletin Board, in negotiated transactions, through a
combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).

         The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933.

         We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

         We have agreed to indemnify the selling stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the selling
stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065
Avenue of the Americas, 21st Floor, New York, NY 10018. Members of Sichenzia
Ross Friedman Ference LLP are participants in the Registrant's 2004 Incentive
Stock Plan and have received shares under such plan which are included in this
registration statement.

                                       9
INFORMATION INCORPORATED BY REFERENCE

         The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.

The following documents filed with the SEC are incorporated herein by reference:

         o        Reference is made to the Registrant's current reports on Form
                  8-K, as filed with the SEC on May 3, May 27, August 4, August
                  9, September 9, September 13 and September 15, 2004 (File No.
                  000-28717).

         o        Reference is made to the Registrant's quarterly report on Form
                  10-QSB for the quarter ended June 30, 2004, as filed with the
                  SEC on August 19, 2004, and Form 10-QSB/A, as filed with the
                  SEC on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        Reference is made to the Registrant's annual report on Form
                  10-KSB for the year ended March 31, 2004, as filed with the
                  SEC on July 9, 2004, and Form 10-KSB/A, as filed with the SEC
                  on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        The description of the Registrant's common stock is
                  incorporated by reference to the Registrant's Registration
                  Statement on Form 10-SB, as filed with the Commission under
                  file number 000-28717 on December 30, 1999.

         We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on written or oral request a copy of any or all
of the documents incorporated by reference in this prospectus, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Mr. Charles Cardona, Adzone Research, Inc., 4062 Grumman Boulevard,
Calverton, New York 11933.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

         Adzone's Articles of Incorporation, as amended, provide to the fullest
extent permitted by Delaware law, a director or officer of Adzone shall not be
personally liable to Adzone or its shareholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of Adzone's
Articles of Incorporation, as amended, is to eliminate the right of Adzone and
its shareholders (through shareholders' derivative suits on behalf of Adzone) to
recover damages against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting from negligent or
grossly negligent behavior), except under certain situations defined by statute.
Adzone believes that the indemnification provisions in its Articles of
Incorporation, as amended, are necessary to attract and retain qualified persons
as directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to its directors, officers and controlling persons pursuant
to the foregoing provisions or otherwise, Adzone has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

                                       10
ADDITIONAL INFORMATION AVAILABLE TO YOU

         This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 450 Fifth Street, NW,
Washington, D.C. 20549, You can obtain copies from the public reference room of
the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, upon payment of certain
fees. You can call the SEC at 1-800-732-0330 for further information about the
public reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. Our common stock is listed on The Over-The-Counter
Bulletin Board.

                                       11
No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.

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

                        12,400,000 SHARES OF COMMON STOCK

                                 ---------------
                                   PROSPECTUS
                                 ---------------

                               November ___, 2004

                                       12
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission and is omitted from this registration
statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:

         o        Reference is made to the Registrant's current reports on Form
                  8-K, as filed with the SEC on May 3, May 27, August 4, August
                  9, September 9, September 13 and September 15, 2004 (File No.
                  000-28717).

         o        Reference is made to the Registrant's quarterly report on Form
                  10-QSB for the quarter ended June 30, 2004, as filed with the
                  SEC on August 19, 2004, and Form 10-QSB/A, as filed with the
                  SEC on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        Reference is made to the Registrant's annual report on Form
                  10-KSB for the year ended March 31, 2004, as filed with the
                  SEC on July 9, 2004, and Form 10-KSB/A, as filed with the SEC
                  on November 1, 2004, which are hereby incorporated by
                  reference (File No. 000-28717).

         o        The description of the Registrant's common stock is
                  incorporated by reference to the Registrant's Registration
                  Statement on Form 10-SB, as filed with the Commission under
                  file number 000-28717 on December 30, 1999.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065
Avenue of Americas, 21st flr., New York, NY 10018. A member of Sichenzia Ross
Friedman Ference LLP will receive shares of common stock in connection with
legal services.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provided that the Registrant shall indemnify its officers
and directors and may indemnify its employees and other agents to the fullest
extent permitted by Delaware law.

                                       13
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer employee
or agent of the corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred by him or her in connection
with such action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, had no reasonable cause to
believe his or her conduct was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER   EXHIBIT

         4.1      2004 Incentive Stock Plan*

         5.1      Opinion of Sichenzia Ross Friedman Ference LLP

         23.1     Consent of Sichenzia Ross Friedman Ference LLP is contained in
                  Exhibit 5.1

         23.2     Consent of S.W. Hatfield,CPA

         24.1     Power of Attorney (included in the Signature Page)

         * Previously filed.

                                       14
ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (2) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                  (3) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       15
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Calverton, State of New York on November 15, 2004.

                  ADZONE RESEARCH, INC.

                  By: /s/ Charles Cardona
                     ---------------------------------------------------------
                     Charles Cardona, President, Chief Executive Officer, and
                     Acting Chief Financial and Accounting Officer

                                       16
POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Charles Cardona, his or her true and lawful attorney in fact and agent, with
full power of substitution and resubstitution, for him or her and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to the Registration Statement, and to sign
any registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:

    Signature                    Title                      Date
    ---------                    -----                      ----

/s/ John Cardona                 Director               November 15, 2004
----------------
John Cardona

/s/ Warren Hamburger             Director               November 15, 2004
-------------------
Warren Hamburger

/s/ Russell Ivy                  Director               November 15, 2004
-------------------
Russell Ivy

/s/ Richard A. McCann            Director               November 15, 2004
----------------------
Richard A. McCann

                                       17
EXHIBIT
NUMBER   EXHIBIT
-------  -------
4.1      2004 Incentive Stock Plan*

5.1      Opinion of Sichenzia Ross Friedman Ference LLP

23.1     Consent of Sichenzia Ross Friedman Ference LLP is contained in
         Exhibit 5.1

23.2     Consent of S.W. Hatfield,CPA

24.1     Power of Attorney (included in the Signature Page)

* Previously filed.

                                       18