As filed with the Securities and Exchange Commission on July 20, 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)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                        Proposed maximum      Proposed maximum
Title of securities     Amount to be          offering price     Aggregate offering    Amount of
to be registered        Registered            per share*         Price                 Registration fee
----------------------- --------------------- ------------------ --------------------- ------------------
<S>                          <C>                 <C>               <C>                        <C>
Common Stock                 5,000,000           $0.29             $1,450,000.00              $183,72
($.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 July 17,
2004.

<PAGE>

                                EXPLANATORY NOTE

           This Registration Statement on Form S-8 relates to the issuance of up
to 5,000,000 shares of common stock pursuant to the 2004 Stock Incentive Plan.


                                     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 annual report on Form 10-KSB for
          the year ended March 31, 2004,  as filed with the SEC on July 9, 2004,
          which is hereby incorporated by reference.

     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.

<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 Stock Incentive 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 Accountants

             24.1    Power of Attorney (included in the Signature Page)

<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:

                     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;

                     (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 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.

<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 July 20, 2004.

                                 ADZONE RESEARCH, INC.


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


                                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 or her 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              July 20, 2004
---------------------------
John Cardona

/s/ Warren Hamburger                   Director              July 20, 2004
---------------------------
Warren Hamburger

/s/ Russell Ivy                        Director              July 20, 2004
---------------------------
Russell Ivy

/s/ Richard A. McCann                  Director              July 20, 2004
---------------------------
Richard A. McCann

<PAGE>

EXHIBIT
NUMBER     EXHIBIT
-------    -------

4.1        2004 Stock Incentive 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 Auditors

24.1       Power of Attorney (included in the Signature Page).
[{"type": "S-8", "sequence": "1", "filename": "v04640_s8.txt", "secsgml_size_bytes": 13784}]
{"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": "333-117521", "film-number": "04922501"}, "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 July 20, 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)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed maximum      Proposed maximum
Title of securities     Amount to be          offering price     Aggregate offering    Amount of
to be registered        Registered            per share*         Price                 Registration fee
----------------------- --------------------- ------------------ --------------------- ------------------
Common Stock                 5,000,000           $0.29             $1,450,000.00              $183,72
($.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 July 17,
2004.
EXPLANATORY NOTE

           This Registration Statement on Form S-8 relates to the issuance of up
to 5,000,000 shares of common stock pursuant to the 2004 Stock Incentive Plan.

                                     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 annual report on Form 10-KSB for
          the year ended March 31, 2004,  as filed with the SEC on July 9, 2004,
          which is hereby incorporated by reference.

     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.
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 Stock Incentive 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 Accountants

             24.1    Power of Attorney (included in the Signature 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:

                     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;

                     (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 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.
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 July 20, 2004.

                                 ADZONE RESEARCH, INC.

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

                                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 or her 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              July 20, 2004
---------------------------
John Cardona

/s/ Warren Hamburger                   Director              July 20, 2004
---------------------------
Warren Hamburger

/s/ Russell Ivy                        Director              July 20, 2004
---------------------------
Russell Ivy

/s/ Richard A. McCann                  Director              July 20, 2004
---------------------------
Richard A. McCann
EXHIBIT
NUMBER     EXHIBIT
-------    -------

4.1        2004 Stock Incentive 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 Auditors

24.1       Power of Attorney (included in the Signature Page).