AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2002

                                                REGISTRATION NO. 33-____________



                     U.S. 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.)


                               211 ROANOKE AVENUE
                           RIVERHEAD, NEW YORK  11901
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________


                 2002 Non-Qualified Stock Award and Option Plan
                              Consulting Agreements
                            (Full Title of the Plan)

                              ____________________

                                 Charles Cardona
                               211 Roanoke Avenue
                           Riverhead, New York  11901
                                 (631) 369-1100
           (Name, Address, and Telephone Number of Agent for Service)


                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

<PAGE>
<TABLE>
<CAPTION>

     CALCULATION  OF  REGISTRATION  FEE


<S>                     <C>             <C>                        <C>                        <C>

Title of Securities. .  Amount to be    Proposed Maximum           Proposed Maximum           Amount of
to be Registered . . .  Registered      Offering Price per Share   Aggregate Offering Price   Registration Fee
----------------------  --------------  -------------------------  -------------------------  ----------------

Common Stock,. . . . .   3,300,000 (2)             $     0.08 (1)  $                 264,000  $          24.29
par value $0.001

Common Stock,. . . . .   2,300,000 (3)             $     0.08 (1)  $                 184,000  $          16.93
par value $0.001

TOTAL REGISTRATION FEE   5,600,000                                 $                 448,000  $          41.22
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
August  7,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved  for  issuance under the 2002 Non-Qualified Stock Award and Option Plan
(the  "Plan").  Pursuant  to  Rule  416,  shares  of Common Stock of the Company
issuable  pursuant  to the exercise of awards granted or to be granted under the
Plan  in  order to prevent dilution resulting from any future stock split, stock
dividend,  or  similar  transaction,  are  also  being  registered  hereunder.

(3)     Represents  shares  of  common  stock  to  be  issued  to  consultants.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.


<PAGE>
                                     PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

     (i)     The Registrant's Annual Report on Form 10-KSB/A for the year  ended
March 31, 2002 filed  with  the  Commission  on  July  17,  2002.

     (ii)    The  Registrant's  Quarterly  Report on Form 10-QSB for the quarter
ended June 30, 2002 filed  with  the  Commission  on  August 14,  2002.

     (iii)   All  other  reports and documents previously and subsequently filed
by  the  Registrant  before  and  after  the date of this Registration Statement
pursuant  to  Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of  1934  and  prior to the filing of a post-effective amendment which indicates
that  all  securities  offered  hereby  have  been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference and to be a part hereof from the date of the filing of such documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     The  Company's  authorized  capital stock consists of 100,000,000 shares of
Common  Stock,  par  value  $0.001.

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

     The  holders  of  Common  Stock are entitled to receive, ratably, dividends
when,  as  and  if  declared  by  the  Board  of  Directors out of funds legally
available  therefore.  The current policy of the Board of Directors, however, is
to  retain  earnings,  if  any, for the operation and expansion of the Company's
business.

     Upon liquidation, dissolution, or winding up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

     The  holders  of Common Stock do not have preemptive, subscription, redemp-
tion  or  conversion  rights  under  the Company's Articles of Incorporation, as
amended.  There  are  no redemption or sinking fund provisions applicable to the
Common  Stock.  The  outstanding  shares  of  Common  Stock  are  fully paid and
nonassessable.

<PAGE>
ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal matters with respect to the Common Stock offered hereby will
be  passed  upon  for  the  Company  by The Lebrecht Group, APLC, counsel to the
Company.

     Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, does not own
any  of  the  Company's  Common  Stock  or  any  other  equity  interest.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  Certificate  of  Incorporation provides that the Company shall, to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify  any  and  all  persons  whom  the corporation shall have the power to
indemnify  under said Section from and against any and all expenses, liabilities
or  other  matters  referred  to  or  covered by Section 145. Our Certificate of
Incorporation  further  provides  that  such indemnification shall not be deemed
exclusive  of  any other rights to which those indemnified under Section 145 may
be  entitled  under any by-law, agreement, vote of stockholders or disinterested
directors,  or  otherwise, both as to action in his or her official capacity and
in  other  capacities  while  holding  such office. Under our charter, the above
indemnification  continues  after a person has ceased to be a director, officer,
employee  or  agent and inures to the benefit of his or her heirs, executors and
administrators.

     Section  145(a) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit,  or  proceeding,  whether civil, criminal, administrative or investigative
(other  than  an action by or in the right of the corporation), by reason of the
fact  that  he  or  she is or was a director or officer of the corporation. Such
indemnity  may be against expenses (including attorneys' fees), judgments, fines
and  amounts  paid  in settlement actually and reasonably incurred in connection
with  such  action, suit or proceeding, if the person to be indemnified acted in
good  faith and in a manner reasonably believed to be in, or not opposed to, the
best  interests  of  the corporation and, with respect to any criminal action or
proceeding,  he  or she must not have had reasonable cause to believe his or her
conduct  was  unlawful.

     Section  145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that  he  or  she  is or was a director or officer of the
corporation  (including attorneys' fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner such person reasonably believed to be
in,  or  not  opposed  to,  the  best  interest  of  the  corporation.

     Section  145(g)  of  the General Corporation Law provides in general that a
corporation shall have the power to purchase and maintain insurance on behalf of
any  person  who  is or was a director or officer of the corporation against any
liability  asserted  against  him  or  her  or  incurred  by  such person in any
capacity,  or  arising  out  of  his  or  her status as such, whether or not the
corporation  would have the power to indemnify him or her against such liability
under  the  provisions  of  the  law.

     Section 102(b) of the General Corporation Law permits a  Delaware  corpora-
tion,  by so providing in its Certificate of Incorporation, to eliminate orlimit
the  personal liability of a director to the corporation for damages arising out
of  certain  alleged  breaches  of the director's duties to the corporation. Our
Certificate  of  Incorporation eliminates personal liability of our directors to
the  fullest  extent  permitted  by  Section  102(b)(7)  of the Delaware General
Corporation  Law.

     The  General  Corporation Law, however, provides that no such limitation of
liability  may  affect  a  director's  liability  with  respect  to  any  of the
following:  (i)  for breach of the director's duty of loyalty to the corporation
or  its  stockholders,  (ii)  for  acts  or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payment of dividends or unlawful purchase or redemption of its capital stock, or
(iv)  for  any  transaction from which the director derived an improper personal
benefit.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS

     3.1 (1)  Certificate  of  Incorporation,  as amended, of the Registrant

     3.2 (1)  By-laws  of  the  Registrant

     5.1      Opinion  of  The  Lebrecht  Group,  APLC

     10.1     AdZone  Research,  Inc.  2002 Non-Qualified Stock Award and Option
              Plan

     10.2     Form  of  Stock  Option  Agreement

     23.1     Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

     23.2     Consent  of  S.W.  Hatfield,  C.P.A.
___________________
(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  10-SB  filed  on  December  30,  1999.


<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:

         (i)   To  include  any prospectus required by section 10(a) (3) of  the
               Securities Act  of  1933;

         (ii)  To  reflect  in  the  prospectus  any  facts  or  events  arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

         (iii) 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;   provided,  however,  that   paragraphs
               (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the  registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.

     (2)  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.

     (3)  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 deter-
mining  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  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 therein, 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  Securities Act and will be governed by the final
adjudication  of  such  issue.


<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the  Securities  Act  of  1933,  Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  the  City  of  Riverhead, State of New York, on August 8, 2002.



                                        AdZone Research, Inc.


                                        /s/  Charles Cardona
                                        ----------------------------------------
                                        By:    Charles Cardona
                                        Its:   Chief Executive Officer and Chief
                                               Accounting  Officer


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:



/s/  Charles Cardona                         Chairman  of  the  Board
----------------------
Charles Cardona


/s/  John Cardona                            Director
----------------------
John Cardona


/s/  Warren Hamburger                        Director
----------------------
Warren Hamburger


/s/  Russell Ivy                             Director
----------------------
Russell Ivy
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 17915}]
{"company-data": {"conformed-name": "ADZONE RESEARCH INC", "cik": "0001102013", "assigned-sic": "5700", "irs-number": "880420405", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98289", "film-number": "02741668"}, "business-address": {"street1": "8930 EAST RAINTREE DRIVE", "street2": "SUITE 100", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "4804442014"}, "mail-address": {"street1": "13370 KIRKHAM WAY", "city": "POWAY", "state": "CA", "zip": "92064"}, "former-company": {"former-conformed-name": "EXECUTIVE HELP SERVICES INC", "date-changed": "19991229"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 2002

                                                REGISTRATION NO. 33-____________

                     U.S. 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.)

                               211 ROANOKE AVENUE
                           RIVERHEAD, NEW YORK  11901
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                 2002 Non-Qualified Stock Award and Option Plan
                              Consulting Agreements
                            (Full Title of the Plan)

                              ____________________

                                 Charles Cardona
                               211 Roanoke Avenue
                           Riverhead, New York  11901
                                 (631) 369-1100
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240
CALCULATION  OF  REGISTRATION  FEE
Title of Securities. .  Amount to be    Proposed Maximum           Proposed Maximum           Amount of
to be Registered . . .  Registered      Offering Price per Share   Aggregate Offering Price   Registration Fee
----------------------  --------------  -------------------------  -------------------------  ----------------

Common Stock,. . . . .   3,300,000 (2)             $     0.08 (1)  $                 264,000  $          24.29
par value $0.001

Common Stock,. . . . .   2,300,000 (3)             $     0.08 (1)  $                 184,000  $          16.93
par value $0.001

TOTAL REGISTRATION FEE   5,600,000                                 $                 448,000  $          41.22
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  price  as  reported  by  the NASDAQ Over-The-Counter Bulletin Board on
August  7,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved  for  issuance under the 2002 Non-Qualified Stock Award and Option Plan
(the  "Plan").  Pursuant  to  Rule  416,  shares  of Common Stock of the Company
issuable  pursuant  to the exercise of awards granted or to be granted under the
Plan  in  order to prevent dilution resulting from any future stock split, stock
dividend,  or  similar  transaction,  are  also  being  registered  hereunder.

(3)     Represents  shares  of  common  stock  to  be  issued  to  consultants.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

     (i)     The Registrant's Annual Report on Form 10-KSB/A for the year  ended
March 31, 2002 filed  with  the  Commission  on  July  17,  2002.

     (ii)    The  Registrant's  Quarterly  Report on Form 10-QSB for the quarter
ended June 30, 2002 filed  with  the  Commission  on  August 14,  2002.

     (iii)   All  other  reports and documents previously and subsequently filed
by  the  Registrant  before  and  after  the date of this Registration Statement
pursuant  to  Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of  1934  and  prior to the filing of a post-effective amendment which indicates
that  all  securities  offered  hereby  have  been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference and to be a part hereof from the date of the filing of such documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     The  Company's  authorized  capital stock consists of 100,000,000 shares of
Common  Stock,  par  value  $0.001.

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

     The  holders  of  Common  Stock are entitled to receive, ratably, dividends
when,  as  and  if  declared  by  the  Board  of  Directors out of funds legally
available  therefore.  The current policy of the Board of Directors, however, is
to  retain  earnings,  if  any, for the operation and expansion of the Company's
business.

     Upon liquidation, dissolution, or winding up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

     The  holders  of Common Stock do not have preemptive, subscription, redemp-
tion  or  conversion  rights  under  the Company's Articles of Incorporation, as
amended.  There  are  no redemption or sinking fund provisions applicable to the
Common  Stock.  The  outstanding  shares  of  Common  Stock  are  fully paid and
nonassessable.
ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal matters with respect to the Common Stock offered hereby will
be  passed  upon  for  the  Company  by The Lebrecht Group, APLC, counsel to the
Company.

     Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, does not own
any  of  the  Company's  Common  Stock  or  any  other  equity  interest.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our  Certificate  of  Incorporation provides that the Company shall, to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law,
indemnify  any  and  all  persons  whom  the corporation shall have the power to
indemnify  under said Section from and against any and all expenses, liabilities
or  other  matters  referred  to  or  covered by Section 145. Our Certificate of
Incorporation  further  provides  that  such indemnification shall not be deemed
exclusive  of  any other rights to which those indemnified under Section 145 may
be  entitled  under any by-law, agreement, vote of stockholders or disinterested
directors,  or  otherwise, both as to action in his or her official capacity and
in  other  capacities  while  holding  such office. Under our charter, the above
indemnification  continues  after a person has ceased to be a director, officer,
employee  or  agent and inures to the benefit of his or her heirs, executors and
administrators.

     Section  145(a) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit,  or  proceeding,  whether civil, criminal, administrative or investigative
(other  than  an action by or in the right of the corporation), by reason of the
fact  that  he  or  she is or was a director or officer of the corporation. Such
indemnity  may be against expenses (including attorneys' fees), judgments, fines
and  amounts  paid  in settlement actually and reasonably incurred in connection
with  such  action, suit or proceeding, if the person to be indemnified acted in
good  faith and in a manner reasonably believed to be in, or not opposed to, the
best  interests  of  the corporation and, with respect to any criminal action or
proceeding,  he  or she must not have had reasonable cause to believe his or her
conduct  was  unlawful.

     Section  145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that  he  or  she  is or was a director or officer of the
corporation  (including attorneys' fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner such person reasonably believed to be
in,  or  not  opposed  to,  the  best  interest  of  the  corporation.

     Section  145(g)  of  the General Corporation Law provides in general that a
corporation shall have the power to purchase and maintain insurance on behalf of
any  person  who  is or was a director or officer of the corporation against any
liability  asserted  against  him  or  her  or  incurred  by  such person in any
capacity,  or  arising  out  of  his  or  her status as such, whether or not the
corporation  would have the power to indemnify him or her against such liability
under  the  provisions  of  the  law.

     Section 102(b) of the General Corporation Law permits a  Delaware  corpora-
tion,  by so providing in its Certificate of Incorporation, to eliminate orlimit
the  personal liability of a director to the corporation for damages arising out
of  certain  alleged  breaches  of the director's duties to the corporation. Our
Certificate  of  Incorporation eliminates personal liability of our directors to
the  fullest  extent  permitted  by  Section  102(b)(7)  of the Delaware General
Corporation  Law.

     The  General  Corporation Law, however, provides that no such limitation of
liability  may  affect  a  director's  liability  with  respect  to  any  of the
following:  (i)  for breach of the director's duty of loyalty to the corporation
or  its  stockholders,  (ii)  for  acts  or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payment of dividends or unlawful purchase or redemption of its capital stock, or
(iv)  for  any  transaction from which the director derived an improper personal
benefit.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS

     3.1 (1)  Certificate  of  Incorporation,  as amended, of the Registrant

     3.2 (1)  By-laws  of  the  Registrant

     5.1      Opinion  of  The  Lebrecht  Group,  APLC

     10.1     AdZone  Research,  Inc.  2002 Non-Qualified Stock Award and Option
              Plan

     10.2     Form  of  Stock  Option  Agreement

     23.1     Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

     23.2     Consent  of  S.W.  Hatfield,  C.P.A.
___________________
(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  10-SB  filed  on  December  30,  1999.
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:

         (i)   To  include  any prospectus required by section 10(a) (3) of  the
               Securities Act  of  1933;

         (ii)  To  reflect  in  the  prospectus  any  facts  or  events  arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

         (iii) 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;   provided,  however,  that   paragraphs
               (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the  registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.

     (2)  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.

     (3)  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 deter-
mining  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  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 therein, 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  Securities Act and will be governed by the final
adjudication  of  such  issue.
SIGNATURES

     Pursuant to the requirements of the  Securities  Act  of  1933,  Registrant
certifies  that  it  has  reasonable grounds to believe that is 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  the  City  of  Riverhead, State of New York, on August 8, 2002.

                                        AdZone Research, Inc.

                                        /s/  Charles Cardona
                                        ----------------------------------------
                                        By:    Charles Cardona
                                        Its:   Chief Executive Officer and Chief
                                               Accounting  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

/s/  Charles Cardona                         Chairman  of  the  Board
----------------------
Charles Cardona

/s/  John Cardona                            Director
----------------------
John Cardona

/s/  Warren Hamburger                        Director
----------------------
Warren Hamburger

/s/  Russell Ivy                             Director
----------------------
Russell Ivy