**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





**x  
 
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      Quarterly Period ended: September 30, 2006





OR





**oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      transition period from ________ to ________




Commission
      File No.: 000-51285







**a21,
      INC.**


(Exact
      Name of Small Business Issuer as Specified in its Charter)





DELAWARE
            74-2896910(State
                or Other Jurisdiction of
            (I.R.S.
                EmployerIncorporation
                or Organization)
            Identification
                Number)




**7660
      CENTURION PARKWAY, JACKSONVILLE, FLORIDA 32256**


(Principal
      Executive Office)





Issuer's
      telephone number, including area code: (904) 565-0066





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No
x





There
      were 85,075,754 shares of a21's common stock outstanding on November 17,
      2006.





Transitional
      Small Business Disclosure Format (check one): Yes o No x









**TABLE
        OF CONTENTS**




PagePART
                I - FINANCIAL INFORMATIONITEM
                1. FINANCIAL STATEMENTS (unaudited)Condensed
                Consolidated Balance Sheets at September 30, 2006 andDecember
                31, 2005
            
            F-2
                - F-3Condensed
                Consolidated Statements of Operations for the three and nine months
                ended
                September 30, 2006 and 2005
            
            F-4Condensed
                Consolidated Statements of Changes in Stockholders Equity and
                Comprehensive Income for the nine months ended September 30,
                2006
            
            F-5Condensed
                Consolidated Statements of Cash Flows for the nine months endedSeptember
                30, 2006 and 2005
            
            F-6
                - F-8Notes
                to Condensed Consolidated Financial Statements
            
            F-9
                - F-32ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND
              RESULTS
                OF OPERATIONS (MD&A)
            
            2ITEM
                3. CONTROLS AND PROCEDURES
            
            6PART
                II - OTHER INFORMATIONITEM
                1. LEGAL PROCEEDINGS
            
            7ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            
            7ITEM
                3. DEFAULTS UPON SENIOR SECURITIES
            
            8ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            8ITEM
                5. OTHER INFORMATION
            
            8ITEM
                6. EXHIBITS
            
            10











**a21,
                Inc. and Subsidiaries****CONDENSED
                CONSOLIDATED BALANCE SHEETS****($
                in thousands, except per share amounts)****(unaudited)**




**September
                30,**
            
            **December
                31,****2006**
            
            **2005**ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            6,241
            
            $
            1,194Accounts
                receivable, net allowance for doubtful accounts of $71 and
                $57
            
            
            2,684
            
            
            1,840Inventory
            
            
            822
            
            
            156Prepaid
                expenses and other current assets
            
            
            723
            
            
            277Total
                current assets
            
            
            10,470
            
            
            3,467Property,
                plant and equipment, net
            
            
            7,763
            
            
            7,602Photo
                collection, net
            
            
            1,665
            
            
            1,715Goodwill
            
            
            8,518
            
            
            2,263Contracts
                with photographers, net
            
            
            771
            
            
            929Deferred
                rent receivable
            
            
            564
            
            
            541Intangible
                assets, net
            
            
            6,844
            
            
            3,882Restricted
                cash
            
            
            750
            
            
            —Other
            
            
            111
            
            
            115Total
                assets
            
            $
            37,456
            
            $
            20,514LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESNotes
                payable, unsecured
            
            $
            —
            
            $
            1,050Accounts
                payable
            
            
            2,272
            
            
            850Accrued
                compensation
            
            
            324
            
            
            154Accrued
                expenses
            
            
            346
            
            
            569Royalties
                payable
            
            
            1,355
            
            
            1,180Warrant
                obligation
            
            
            34
            
            
            187Deferred
                revenue
            
            
            209
            
            
            151Other
            
            
            131
            
            
            272Total
                current liabilities
            
            
            4,671
            
            
            4,413LONG-TERM
                LIABILITIESSenior
                secured convertible notes payable, net - related party
            
            
            15,500
            
            
            —Secured
                notes payable, net - related party
            
            
            2,461
            
            
            —Loan
                payable from sale-leaseback of building, less current
                portion
            
            
            7,414
            
            
            7,438Senior
                secured notes payable, net - related party
            
            
            —
            
            
            2,316Other
            
            
            103
            
            
            126Total
                liabilities
            
            
            30,149
            
            
            14,293




F-2





**a21,
                Inc. and Subsidiaries****CONDENSED
                CONSOLIDATED BALANCE SHEETS (continued)****($
                in thousands, except per share amounts)****(unaudited)**




**September
                30,**
            
            **December
                31,****2006**
            
            **2005**COMMITMENTS
                AND CONTINGENCIESMINORITY
                INTEREST
            
            
            2,254
            
            
            2,800STOCKHOLDERS'
                EQUITYPreferred
                stock; $.001 par value; 100,000 shares authorized; 0 and 14,180 shares
                issued and outstanding at September 30, 2006 and December 31, 2005,
                respectively
            
            
            —
            
            
            —Common
                stock; $.001 par value; 200,000,000 and 100,000,000 shares authorized;
                86,985,621 and 74,115,012 shares issued and 83,305,846 and 70,435,237
                shares outstanding at September 30, 2006 and December 31, 2005,
                respectively
            
            
            87
            
            
            74Treasury
                stock (at cost, 3,679,775 shares)
            
            
            —
            
            
            —Additional
                paid-in capital
            
            
            24,238
            
            
            17,583Deferred
                compensation
            
            
            —
            
            
            (115
            )Accumulated
                deficit
            
            
            (19,662
            )
            
            (14,185
            )Accumulated
                other comprehensive income
            
            
            390
            
            
            64Total
                stockholders' equity
            
            
            5,053
            
            
            3,421Total
                liabilities and stockholders' equity
            
            $
            37,456
            
            $
            20,514


The
        accompanying notes are an integral part of these Condensed Consolidated
        Financial Statements.
  F-3




**a21,
                Inc. and Subsidiaries****CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS****($
                in thousands except per share amounts)****(unaudited)**




**Three
                Months Ended**
            
            **Nine
                Months Ended****September
                30,**
            
            **September
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**REVENUELicensing
                revenue
            
            $
            2,465
            
            $
            2,025
            
            $
            7,542
            
            $
            6,654Product
                revenue
            
            
            3,439
            
            
            39
            
            
            5,808
            
            
            49TOTAL
                REVENUE
            
            
            5,904
            
            
            2,064
            
            
            13,350
            
            
            6,703COSTS
                AND EXPENSESCost
                of licensing revenue (excludes related amortization for three months
                of
                $383 and $174, nine months of $1.1 million and $522)
            
            
            735
            
            
            668
            
            
            1,660
            
            
            2,096Cost
                of product revenue
            
            
            1,533
            
            
            1
            
            
            3,212
            
            
            1Selling,
                general and administrative
            
            
            3,461
            
            
            1,855
            
            
            10,056
            
            
            5,079Depreciation
                and amortization
            
            
            789
            
            
            363
            
            
            2,222
            
            
            1,075TOTAL
                OPERATING EXPENSES
            
            
            6,518
            
            
            2,887
            
            
            17,150
            
            
            8,251OPERATING
                LOSS
            
            
            (614
            )
            
            (823
            )
            
            (3,800
            )
            
            (1,548
            )Interest
                expense
            
            
            (448
            )
            
            (316
            )
            
            (1,248
            )
            
            (1,045
            )Warrant
                income (expense)
            
            
            29
            
            
            —
            
            
            (62
            )
            
            —Other
                expense, net
            
            
            (9
            )
            
            (204
            )
            
            (31
            )
            
            (717
            )NET
                LOSS
            
            
            (1,042
            )
            
            (1,343
            )
            
            (5,141
            )
            
            (3,310
            )Disproportionate
                deemed dividends
            
            
            —
            
            
            —
            
            
            (157
            )
            
            —Deemed
              dividend on convertible preferred stock
            
            
            (336
            )
            
            —
            
            
            (336
            )
            
            —NET
                LOSS ATTRIBUTED TO COMMON STOCKHOLDERS
            
            $
            (1,378
            )
            $
            (1,343
            )
            $
            (5,634
            )
            $
            (3,310
            )NET
                LOSS ATTRIBUTED TO COMMON STOCKHOLDERS PER SHARE, BASIC AND
                DILUTED
            
            $
            (0.02
            )
            $
            (0.03
            )
            $
            (0.07
            )
            $
            (0.08
            )WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND
                DILUTED
            
            
            81,692,872
            
            
            43,216,129
            
            
            79,226,938
            
            
            40,496,915




The
        accompanying notes are an integral part of these Condensed Consolidated
        Financial Statements.
  F-4


**a21,
                  Inc. and Subsidiaries****CONDENSED
                  CONSOLIDATED STATEMENTS OF CHANGES IN****STOCKHOLDERS'
                  EQUITY****(unaudited)****(in
                  thousands)**
  PREFERRED
                    STOCK
                
                COMMON
                    STOCK
                
                TREASURY
                    STOCK
                
                
                
                
                
                
                
                ACCUMULATEDNUMBER
                    OF SHARES
                
                AMOUNT
                
                NUMBER
                    OF SHARES
                
                AMOUNT
                
                NUMBER
                    OF SHARES
                
                AMOUNT
                
                ADDITIONAL
                    PAID-IN CAPITAL
                
                DEFERRED
                    COMPENSATION
                
                ACCUMULATED
                    DEFICIT
                
                OTHER
                    COMPREHENSIVE INCOME
                
                TOTALBalance
                    at December 31, 2005
                
                
                14
                
                $
                —
                
                
                74,115
                
                $
                74
                
                
                (3,680
                )
                $
                —
                
                $
                17,583
                
                $
                (115
                )
                $
                (14,185
                )
                $
                64
                
                $
                3,421Stock
                    options exercised
                
                
                —
                
                
                —
                
                
                678
                
                
                1
                
                
                —
                
                
                —
                
                
                100
                
                
                —
                
                
                —
                
                
                —
                
                
                101Stock
                    warrants exercised
                
                
                —
                
                
                —
                
                
                4,000
                
                
                4
                
                
                —
                
                
                —
                
                
                1,196
                
                
                —
                
                
                —
                
                
                —
                
                
                1,200Issuance
                    of common stock upon the conversion of preferred stock issued
                    as part of
                    the purchase price of Ingram Publishing Limited
                
                
                (14
                )
                
                —
                
                
                2,523
                
                
                3
                
                
                —
                
                
                —
                
                
                (3
                )
                
                —
                
                
                —
                
                
                —
                
                
                —Stock
                    based compensation
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                873
                
                
                —
                
                
                —
                
                
                —
                
                
                873Stock
                    issuance for brokers’ cost in connection with issuance of Senior Secured
                    Convertible Debt
                
                
                —
                
                
                —
                
                
                107
                
                
                —
                
                
                —
                
                
                —
                
                
                62
                
                
                —
                
                
                —
                
                
                —
                
                
                62Warrants
                    issued in connection with ArtSelect acquisition
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                375
                
                
                —
                
                
                —
                
                
                —
                
                
                375Issuance
                    of common stock upon the conversion of SuperStock Seller Preferred
                    stock
                
                
                —
                
                
                —
                
                
                975
                
                
                1
                
                
                —
                
                
                —
                
                
                546
                
                
                —
                
                
                —
                
                
                —
                
                
                547Reversal
                    of deferred compensation
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (115
                )
                
                115
                
                
                —
                
                
                —
                
                
                —Cancellation
                    of restricted stock due to executive separation
                
                
                —
                
                
                —
                
                
                (62
                )
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —Issuance
                    of common stock upon the settlement of claims
                
                
                —
                
                
                —
                
                
                450
                
                
                —
                
                
                —
                
                
                —
                
                
                139
                
                
                —
                
                
                —
                
                
                —
                
                
                139Issuance
                    of common stock upon the conversion of preferred stock issued
                    as part of
                    the ArtSelect acquisition
                
                
                —
                
                
                —
                
                
                4,200
                
                
                4
                
                
                —
                
                
                —
                
                
                3,146
                
                
                
                
                
                —
                
                
                —
                
                
                3,150Deemed
                    dividend on convertible preferred stock
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                336
                
                
                —
                
                
                (336
                )
                
                —
                
                
                —Net
                    loss
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (5,141
                )
                
                —
                
                
                (5,141
                )Foreign
                    currency translation adjustment
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                326
                
                
                326Balance
                    at September 30, 2006
                
                
                —
                
                $
                —
                
                
                86,986
                
                $
                87
                
                
                (3,680
                )
                $
                —
                
                $
                24,238
                
                $
                —
                
                $
                (19,662
                )
                $
                390
                
                $
                5,053
  The
          accompanying notes are an integral part of these Condensed Consolidated
          Financial Statements.
  F-5




**a21,
                Inc. and Subsidiaries****CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS****($
                in thousands)****(unaudited)**




**FOR
                THE NINE MONTHS ENDED SEPTEMBER 30,**
              
              **2006**
              
              **2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (5,141
              )
              $
              (3,310
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              2,222
              
              
              1,075Amortization
                  of finance costs
              
              
              35
              
              
              41Loss
                  on disposal of equipment
              
              
              85
              
              
              16Change
                  in fair value of warrant obligation
              
              
              108
              
              
              —Gain
                  on exchange of debt for cancelled warrants
              
              
              (46
              )
              
              —Stock
                  based compensation
              
              
              778
              
              
              35Compensation
                  from the prior issuance of variable options
              
              
              —
              
              
              28Compensation
                  from the issuance of restricted stock
              
              
              95
              
              
              397Deferred
                  compensation
              
              
              —
              
              
              (189
              )Amortization
                  of debt discount
              
              
              —
              
              
              106Loss
                  on extinguishment of debt
              
              
              —
              
              
              371Settlement
                  of claim expense paid with common stock
              
              
              139
              
              
              —Other
              
              
              34
              
              
              (15
              )Changes
                  in assets and liabilities exclusive of business
                  combinations:Accounts
                  receivable
              
              
              (272
              )
              
              (331
              )Prepaid
                  expenses and other current assets
              
              
              (528
              )
              
              70Inventory
              
              
              91
              
              
              (96
              )Accounts
                  payable and accrued expenses
              
              
              621
              
              
              289Deferred
                  revenue
              
              
              58
              
              
              —Foreign
                  income tax payable
              
              
              (156
              )
              
              —Other
              
              
              (130
              )
              
              —NET
                  CASH USED IN OPERATING ACTIVITIES
              
              
              (2,007
              )
              
              (1,513
              )




F-6





**a21,
                Inc. and Subsidiaries****CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                (continued)****($
                in thousands)****(unaudited)**




**FOR
                THE NINE MONTHS ENDED SEPTEMBER 30,**
            
            **2006**
            
            **2005**CASH
                FLOWS FROM INVESTING ACTIVITIES:Acquisition
                of ArtSelect, net of cash acquired of $231
            
            
            (4,542
            )
            
            —Investment
                in property, plant and equipment
            
            
            (470
            )
            
            (278
            )SuperStock
                earn-out
            
            
            (206
            )
            
            —Investment
                in photo collection
            
            
            (353
            )
            
            (9
            )Restricted
                cash for lease deposit
            
            
            (750
            )
            
            (69
            )Other
            
            
            (19
            )
            
            —NET
                CASH USED IN INVESTING ACTIVITIES
            
            
            (6,340
            )
            
            (356
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from senior secured convertible notes payable - related party,
                net
            
            
            15,285
            
            
            —(Payment)
                proceeds senior secured notes payable - related party
            
            
            (2,250
            )
            
            2,250Payment
                of convertible subordinated notes payable
            
            
            —
            
            
            (1,250
            )Payment
                of unsecured notes payable
            
            
            (1,050
            )
            
            —Net
                proceeds from the exercise of stock options
            
            
            100
            
            
            —Net
                proceeds from the exercise of stock warrants
            
            
            1,200
            
            
            —Proceeds
                from the issuance of common stock
            
            
            —
            
            
            1,204Payment
                of promissory note payable
            
            
            (33
            )
            
            (33
            )Other
            
            
            111
            
            
            23NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            13,363
            
            
            2,194EFFECT
                OF EXCHANGE RATES ON CASH AND CASH EQUIVALANTS
            
            
            31
            
            
            115NET
                INCREASE IN CASH
            
            
            5,047
            
            
            440CASH
                AND CASH EQUIVALANTS AT BEGINNING OF PERIOD
            
            
            1,194
            
            
            717CASH
                AND CASH EQUIVALANTS AT END OF PERIOD
            
            $
            6,241
            
            $
            1,157





F-7





SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Foreign
                income taxes paid
            
            $
            178
            
            $
            —Income
                taxes refunded
            
            
            —
            
            
            (108
            )Interest
                paid
            
            
            963
            
            
            769SUPPLEMENTAL
                DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:Issuance
                of convertible preferred stock as part of ArtSelect acquisition,
                which was
                converted into common stock
            
            $
            3,150
            
            $
            —Issuance
                of senior secured note payable as part of ArtSelect
                acquisition
            
            
            2,407
            
            
            —Issuance
                of warrants as part of ArtSelect acquisition
            
            
            375
            
            
            —Conversion
                of SuperStock Seller Preferred stock into common stock
            
            
            573
            
            
            —Issuance
                of common stock for financing costs
            
            
            62
            
            
            —Issuance
                of senior convertible debt in exchange for cancellation of
                warrants
            
            
            215
            
            
            —Deferred
                compensation
            
            
            —
            
            
            397Debt
                discount recorded for issuance of warrants in connection with notes
                payable
            
            
            —
            
            
            17Accrued
                purchase price payable
            
            
            199
            
            
            105Deemed
                dividend on convertible preferred stock
            
            
            336
            
            
            —




The
        accompanying notes are an integral part of these Condensed Consolidated
        Financial Statements.
  F-8


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**NOTE
      A - FINANCIAL STATEMENT PRESENTATION AND THE DESCRIPTION OF
      BUSINESS**





The
      unaudited condensed consolidated financial statements of a21, Inc. (“a21”, “the
      Company”, “we”) have been prepared pursuant to the rules and regulations of the
      Securities and Exchange Commission (“SEC”) and, in the opinion of management,
      reflect all adjustments (consisting only of normal recurring accruals) necessary
      to present fairly a21’s financial position at September 30, 2006, and the
      results of operations for the interim periods presented. Certain information
      and
      footnote disclosures normally included in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted pursuant to such SEC rules and
      regulations. Results of operations for interim periods are not necessarily
      indicative of those to be achieved for full fiscal years. These condensed
      consolidated financial statements should be read in conjunction with our audited
      financial statements included in our amended annual report on Form 10-KSB/A
      for
      the year ended December 31, 2005 filed with the SEC.





a21,
      Inc.
      was incorporated in the State of Texas in October 1998, under the name Saratoga
      Holdings I, Inc. In February 2004, we completed the acquisition of all of the
      voting common stock, representing 83% of the outstanding equity, of SuperStock,
      Inc. In October 2005, we completed the acquisition of all of the outstanding
      stock of Ingram Publishing Limited, and in May 2006, we completed the
      acquisition of ArtSelect, Inc. through the merger of a wholly owned subsidiary
      into ArtSelect. On July 31, 2006, we changed our state of incorporation from
      Texas to Delaware.





Through
      our subsidiary SuperStock, we aggregate visual content from photographers,
      photography agencies, archives, libraries and private collections and license
      the visual content to our customer base consisting of four major groups:
      creative (advertising and design agencies), editorial (publishing and media
      entities), corporate (in-house communications departments and outside corporate
      communications firms) and consumers (the general public). SuperStock products
      are sold directly and through a global network of distributors.





Our
      subsidiary ArtSelect supplies home and office framed and unframed wall décor to
      retailers, catalogers, membership organizations and consumers through both
      online and traditional retail and wholesale distribution channels in the United
      States.





**NOTE
      B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





[1]
      Basis
      of presentation / Going Concern:





The
      accompanying condensed consolidated financial statements have been prepared
      assuming that we will continue as a going concern. We have sustained significant
      recurring losses and at September 30, 2006 had an accumulated deficit of $19.7
      million that raise substantial doubt about our ability to continue as a going
      concern. Our independent registered public accounting firm included a going
      concern explanatory paragraph in their report in connection with their audit
      of
      our consolidated financial statements for the year ended December 31, 2005.
      We
      will need to raise cash from equity and debt financings to fund any additional
      acquisitions, and may need to raise cash in such manner to fund our operations.
      If we are unable to secure the required funding, we may not be able to implement
      our business plan and may not be able to conduct business as a going concern.
      See Note J describing the $15.5 million financing completed in April 2006.
      At
      September 30, 2006, we had cash of $6.2 million and working capital of $5.8
      million.




F-9


The
      condensed consolidated financial statements do not include any adjustments
      relating to the recoverability and classification of recorded asset amounts
      or
      the amounts or classification of liabilities that might be necessary should
      we
      be unable to continue as a going concern. Our continuation as a going concern
      is
      dependent upon our ability to generate sufficient cash flows to meet our
      obligations on a timely basis, to obtain additional financing as may be required
      and ultimately to attain profitable operations and positive cash flows. Our
      future plans include the development of our distribution channel, the leveraging
      of owned and licensed image content, and the production and acquisition of
      new
      in-demand image content to be made available to both direct and distribution
      customers. Additionally, we are in discussions with several potential
      acquisition targets that, if successful, could result in an enhanced market
      position and incremental cash flow from operations. However, there can be no
      assurance that these efforts will be successful. We also continue to incur
      operating expenses to enhance our market position and expand our product
      offering by producing or acquiring newer, in-demand image content for our
      customers. We may have to seek additional funding sooner than expected. There
      can be no assurance that sufficient additional capital needed to sustain
      operations will be obtained by us or that our operations will become
      profitable.





[2]
      Principles of consolidation:





The
      condensed consolidated financial statements include all of our accounts
      including our primary operating subsidiaries, SuperStock (U.S.), ArtSelect
      (U.S.) (acquired on May 15, 2006), and SuperStock Limited (UK), which includes
      Ingram Publishing (acquired during October 2005). The minority interest in
      the
      consolidated balance sheets at September 30, 2006 and December 31, 2005
      represents the interest of the holders of preferred shares of SuperStock
      (“SuperStock Seller Preferred”), which are exchangeable into common shares of
      a21, Inc. All significant intercompany balances and transactions have been
      eliminated.





[3]
      Revenue recognition:





Revenue
      is recognized when the following criteria are met: evidence of an arrangement
      exists, the price is fixed or determinable, collectibility is reasonably assured
      and delivery has occurred or services have been rendered.





Licensing
      fee revenue is recorded at invoiced amounts except in the case of licensing
      rights through distributors, where revenue is recorded at our share of invoiced
      amounts. Distributors typically earn and retain a percentage of the license
      fee
      according to their contract, and we record the remaining license fee as revenue.
      We also sell subscriptions of certain images for terms ranging from one to
      twelve months. Subscription revenue is recognized over the respective term
      of
      the subscription agreement and, accordingly, $209,000 and $151,000 is recorded
      as deferred revenue as of September 30, 2006 and December 31, 2005,
      respectively.





Revenue
      from product sales is recognized when the product is shipped and title is
      transferred to the customer. Revenue sold via ArtSelect’s website and/or related
      sub-domains is recognized on a gross basis. Revenue sold through customers’
distribution channels is recognized net of related costs. We base our estimates
      for sales returns on historical experience.





[4]
      Cost
      of revenue:





Cost
      of
      licensing fee revenue reflects royalties on revenue generated from images
      licensed under contracts with photographers. Royalties are expensed in the
      period that they are incurred. Cost of revenue excludes amortization of revenue
      generating assets. Cost of product sales reflects payments made to suppliers
      of
      art content, framing materials, and shipment and handling costs.




F-10


[5]
      Use
      of estimates:





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those estimates. The
      recoverability of the carrying values of long-lived assets, including goodwill
      and identifiable intangible assets represent sensitive estimates subject to
      change.





[6]
      Fair
      value of financial instruments:





Our
      financial instruments consist primarily of cash and cash equivalents, accounts
      receivable, accounts payable, accrued expenses, and short-term debt, which
      approximate fair value because of their short maturities. The carrying amount
      of
      long-term debt approximates fair value due to the market rate of interest
      incurred by us. The fair value of our notes payable to stockholders and an
      affiliated company are not reasonably determinable based on the related party
      nature of the transactions.





[7]
      Cash
      and cash equivalents:





We
      consider all highly liquid debt instruments purchased with an original maturity
      of three months or less to be cash equivalents. At September 30, 2006 and
      December 31, 2005, we had no investments with maturities greater than three
      months. We are required to maintain a security deposit in accordance with our
      lease agreement for the SuperStock facility. Cash as of September 30, 2006
      and
      December 31, 2005 excludes the certificate of deposits pledged as security
      deposit. This consists of restricted cash funded by us to secure a letter of
      credit in the amount of $750,000 at September 30, 2006, and $690,000 pledged
      by
      stockholders at December 31, 2005.





[8]
      Accounts Receivable and Allowance for Doubtful Accounts:





Accounts
      receivable are trade receivables, net of allowances for doubtful accounts.
      We
      estimate our allowance for doubtful accounts based on historical loss ratios,
      existing economic conditions, and specific account analysis of high-risk
      accounts. Concentration of credit risk is limited due to the dispersion of
      customers. No single customer represents more than 10% of the total accounts
      receivable.





[9]
      Inventory:





Inventory
      is valued at the lower of cost or market and is determined on the first-in,
      first-out (FIFO) basis. Inventories include raw materials and finished goods.
      Raw materials include prints, mats, frames, molding, and packaging material.
      Finished goods consist of pre-framed art and compact disk products produced
      for
      resale. The requirements for any provisions of estimated losses for obsolete,
      excess, or slow-moving inventories are reviewed periodically. At September
      30,
      2006, inventory has been reduced by a total of $104,000, including a provision
      of slow moving SuperStock compact disk products of $89,000 recorded during
      the
      nine months ended September 30, 2006, classified as a cost of revenues in the
      consolidated statement of operations.





[10]
      Deferred Rent Receivable





During
      2004, we entered into an agreement to sublease a significant portion of our
      headquarters and SuperStock facility for a term of six years with an option
      to
      renew for an additional two-year term. Statement of Financial Accounting
      Standards (“SFAS”) 13, “Accounting for Leases”, requires rental income from an
      operating lease be recognized on a straight-line basis over the non-cancelable
      lease term. Accordingly, we recognize total contractual minimum lease payments,
      including scheduled rent increases, as rental income evenly over the lease
      term.
      Accrued revenues from contractually scheduled rent increases in excess of
      amounts currently due are reported as a long-term receivable. We monitor this
      asset for collection risk and will establish reserves for any amounts deemed
      not
      collectible. However, amounts collected in future periods may vary from our
      expectations.




F-11





[11]
      Defined Contribution Employee Benefit Plan





We
      maintain defined contribution retirement plans pursuant to Section 401(k) of
      the
      Internal Revenue Code (the Plan), in which U.S. employees at least 21 years
      of
      age may participate after completing six months of service. Eligible employees
      may contribute up to a certain percentage of their annual compensation to the
      Plan, subject to the annual IRS limitations. The Company may match employee
      contributions on a discretionary basis. No company match was made during 2006
      and 2005.





[12]
      Foreign Currency:





We
      translate assets and liabilities of foreign subsidiaries, whose functional
      currency is the local currency, at exchange rates in effect as of the balance
      sheet date. We translate revenue and expenses at the monthly average rates
      of
      exchange prevailing during the year. We include the adjustment resulting from
      translating the financial statements of such foreign subsidiaries in accumulated
      other comprehensive income, which is reflected as a separate component of
      stockholders’ equity. Gains and losses, which are denominated in currency other
      than a subsidiary’s local currency and remeasured in the subsidiary’s local
      currency, are recognized in the condensed consolidated statements of
      operations.





[13]
      Land
      and building and property and equipment and depreciation:





The
      land
      and building in Jacksonville, Florida with our SuperStock and corporate offices
      were sold and leased back in a SuperStock transaction accounted for as a
      financing transaction. The building is being depreciated over the twenty-year
      term of the related lease. Property and equipment consisting of furniture,
      fixtures and equipment, photography and computer equipment, and software are
      recorded at cost. Depreciation of property and equipment is computed by the
      straight-line method over the assets' estimated lives of furniture, fixtures,
      and equipment being 7 years, photography and computer equipment ranging from
      5
      to 7 years, and software ranging from 3 to 5 years.





Expenditures
      for major additions and improvements are capitalized. Maintenance and repairs
      are charged to operations as incurred. Upon sale or retirement of property
      and
      equipment, the related cost and accumulated depreciation are removed from the
      accounts and any gain or loss is reflected in operations.





[14]
      Photo collection and contracts with photographers:





Expenditures
      for additions and improvements to the photo collection are capitalized. The
      photo collection is categorized by type of imagery (fine art, vintage and
      contemporary). Depreciation of the photo collection is computed by the
      straight-line method over the assets’ estimated lives of forty years for fine
      art and vintage images and four years for contemporary images. Upon sale or
      retirement of any portion of the collection, the related cost and accumulated
      depreciation are removed from the accounts and any gain or loss is reflected
      in
      operations.




Contracts
      with photographers have an average life of ten years including those that are
      automatically renewable. Amortization of the photographer’s contracts is based
      on projected revenues expected to be generated over the estimated average
      ten-year life of the underlying images covered by the respective contracts.





[15]
      Goodwill and intangible assets:





We
      last
      performed our annual goodwill impairment test as of October 1, 2005 and
      determined there was not impairment as of that date. We are currently in the
      process of performing our annual goodwill impairment test as of October 1,
      2006.
      (See Note F)





Intangible
      assets with definite lives are amortized over their estimated useful life and
      reviewed for impairment in accordance with SFAS 144 (as defined below).
      Intangible assets with definite lives are amortized using the straight-line
      method over their expected useful life. (See Note F)




F-12





[16]
      Long-lived assets:





We
      evaluate our long-lived assets in accordance with SFAS No. 144, "Accounting
      for
      the Impairment or Disposal of Long-Lived Assets," pursuant to which an
      impairment loss is recognized if the carrying amount of a long-lived asset
      is
      not recoverable and exceeds its fair value. A long-lived asset is tested for
      recoverability whenever events or changes in circumstances indicate that its
      carrying amount may not be recoverable. Our consideration of SFAS 144 involves
      significant assumptions and estimates based on management’s best judgments of
      current and future circumstances, including currently enacted tax laws, the
      future weighted-average cost of capital, and our future financial performance.
      No impairment charges have been incurred for the three and nine months ended
      September 30, 2006 and 2005.





[17]
      Other expense, net:




**Three
                months ended September 30,**
            
            **Nine
                months ended September 30,****($
                in thousands)**
            
            **2006**
            
            **2005**
            
            **2006**
            
            **2005**Currency
                transaction (loss) gain
            
            $
            (42
            )
            $
            (10
            )
            $
            52
            
            $
            (115
            )Loss
                on extinguishment of debt
            
            
            —
            
            
            —
            
            
            —
            
            
            (371
            )Expense
                from foreign sales tax credit
            
            
            (48
            )
            
            (34
            )
            
            (119
            )
            
            (75
            )Interest
                Income
            
            
            102
            
            
            8
            
            
            113
            
            
            33Other
            
            
            (21
            )
            
            (168
            )
            
            (77
            )
            
            (189
            )$
            (9
            )
            $
            (204
            )
            $
            (31
            )
            $
            (717
            )





[18]
      Income taxes:




We
      recognize deferred tax assets and liabilities for both the expected impact
      of
      differences between the financial statements and tax bases of assets and
      liabilities, and for the expected future tax benefit to be derived from
      offsetting the net operating loss against loss and tax credit carryforwards
      against taxable income, if any. We established a valuation allowance to reflect
      the likelihood of realization of deferred tax assets. Deferred
      tax assets are reduced by a valuation allowance if it is more likely than not
      that some portion or all of the deferred tax assets will not be realized. The
      difference in basis of the investment in foreign subsidiary relates to goodwill
      which is a temporary difference.




[19]
      Net
      loss attributed to common stockholders per share:




We
      calculate net loss attributed to common stockholders per share in accordance
      with the provisions of SFAS No. 128, "Earnings per Share”. SFAS No. 128 requires
      a dual presentation of "basic" and "diluted" income (loss) per share on the
      face
      of the condensed consolidated statements of operations. Basic income (loss)
      per
      share is computed by dividing the net loss attributed to common stockholders
      by
      the weighted average number of shares of common stock outstanding during each
      period. Diluted loss per share includes the effect, if any, from the potential
      exercise or conversion of securities, such as stock options and warrants, which
      would result in the issuance of incremental shares of common stock.





For
      the
      three and nine months ended September 30, 2006 and 2005, the basic and diluted
      net loss attributed to common stockholders per share is the same since the
      effect from the potential exercise of 15,832,677and 33,142,590 outstanding
      stock
      options and warrants as of September 30, 2006 and 2005, respectively, would
      have
      been antidilutive.




F-13




For
      the
      three and nine months ended September 30, 2006 and 2005, respectively, 4,025,139
      and 5,000,151 shares of common stock issuable upon the conversion of the
      SuperStock Seller Preferred have also been excluded from the weighted average
      shares outstanding due to their anitdilutive effect.





[20]
      Reclassifications:





Certain
      reclassifications have been made to the 2005 period financial statements to
      conform to the 2006 period presentation.





[21]
      Comprehensive Income (Loss) and Accumulated Other Comprehensive
      Income:





Accumulated
      other comprehensive income consists of net unrealized foreign currency
      translation adjustments and is presented in the condensed consolidated balance
      sheets as a component of stockholders’ equity.





Comprehensive
      income (loss) was as follows:





**($
                in thousands, except per share amounts)**
            
            **Nine
                months ended September 30,**2006
            
            2005Net
                loss
            
            $
            (5,197
            )
            $
            (3,310
            )Foreign
                currency translation adjustments
            
            
            326
            
            
            115Total
                comprehensive income (loss)
            
            $
            (4,871
            )
            $
            (3,195
            )




[22]
      Share based payments:





We
      have a
      2005 Stock Option Plan and a 2002 Stock Option Plan, which are described in
      our
      consolidated financial statements for the year ended December 31, 2005
      filed on Form 10-KSB/A. Prior to January 1, 2006 we accounted for our
      stock-based compensation plans under the recognition and measurement provisions
      of APB Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”),
      and related Interpretations, as permitted by FASB Statement No. 123,
      Accounting for Stock-Based Compensation (“SFAS 123”). Accordingly,
      no compensation cost was recognized for options granted to employees and
      directors at exercise prices, which equaled or exceeded the market price of
      our
      Common Stock at the date of grant. In addition, for certain options with
      modifications of terms which resulted in variable accounting, compensation
      cost
      was recognized by marking the option’s value to market at each reporting
      period.  Stock-based
      employee compensation cost (benefit) was recognized as a component of
      selling, general and administrative expense in the Statement of Operations.
      For
      the three and nine months ended September 30, 2005, stock-based
      compensation expensed for employees was $28,000.





Effective
      January 1, 2006, we adopted the fair value recognition provisions of SFAS
      123(R), using the modified-prospective transition method. Under that transition
      method, employee compensation cost recognized in 2006 includes:
      (i) compensation cost for all share-based payments granted prior to, but
      not yet vested as of January 1, 2006, based on the grant date fair value
      estimated in accordance with the original provisions of SFAS 123 and
      (ii) compensation cost for all share-based payments granted subsequent to
      January 1, 2006, based on the grant date fair value estimated in accordance
      with the provisions of SFAS 123(R). Results for prior periods have not been
      restated.




F-14





As
      a
      result of adopting SFAS 123(R) on January 1, 2006, our net loss and loss
      before income taxes for the three and nine months ended September 30, 2006,
      is approximately $84,000 and $778,000 higher, respectively, than if we had
      continued to account for share-based compensation under APB 25. The adoption
      of
      this standard had no impact on our provision for income taxes due to the
      valuation allowance for our U.S. deferred tax assets due to our lack of
      operating history. Total compensation cost for share based payment arrangements
      recognized for the three and nine month periods ended September 30, 2006 was
      $92,000 and $873,000, respectively. SFAS 123(R) requires the cash flows
      resulting from the tax benefits resulting from tax deductions in excess of
      the
      compensation cost recognized for those options (excess tax benefits) to be
      classified as financing cash flows.





The
      following table illustrates the effect on net loss and loss per share if we
      had
      applied the fair value recognition provisions of SFAS 123 to options granted
      to
      employees under our stock option plans during the three and nine months ended
      September 30, 2005 (unaudited):





**$
                in thousands, except per share amounts**
            
            **Three
                months ended September 30, 2005**
            
            **Nine
                months ended September 30, 2005**Net
                loss
            
            $
            (1,343
            )
            $
            (3,310
            )Stock
                based employee compensation included in net loss
            
            
            28
            
            
            28Less:
                Stock-based employee compensation using the fair value
                method
            
            
            (27
            )
            
            (88
            )Pro
                forma net loss
            
            $
            (1,342
            )
            $
            (3,370
            )Loss
                per share - basic and dilutedAs
                reported
            
            $
            (0.03
            )
            $
            (0.08
            )Pro
                forma
            
            $
            (0.03
            )
            $
            (0.08
            )





The
      above
      pro forma disclosures are provided for 2005 because employee stock options
      were
      not accounted for using the fair-value method during that period. No pro forma
      disclosure has been presented for the three and nine months ended
      September 30, 2006 as share-based payments to employees have been accounted
      for under SFAS 123(R)’s fair-value method for such periods. The
      fair
      value of each option is measured at the grant date using a Black-Scholes
      option-pricing model, which requires the use of a number of assumptions
      including volatility, risk-free interest rate, and expected dividends. The
      following weighted average assumptions were used for stock options granted
      during the three and nine months ended September 30, 2005: no annual dividends;
      expected volatility of 80%; risk free interest rate of 3.00%, and expected
      life
      of 5 years.




F-15


As
      a
      result of the February 9, 2006 stockholder approval of our 2005 Stock Plan,
      although the exercise price of $0.30 was greater than the prevailing market
      price of the underlying common stock when originally granted during 2005, for
      GAAP purposes the grant date used to measure fair value of 4,108,060 stock
      options valued at $1.0 million was the February 9, 2006 stockholder approval
      date, at which time the market price of the underlying common stock was $0.37.
      The weighted-average grant-date fair value of these option grants was $0.25
      per
      share. The weighted average fair value of all options granted during the nine
      months ended September 30, 2006 was $0.31 per share. The fair value of options
      granted is estimated using the Black-Scholes option pricing model. The following
      assumptions were used for stock options granted during the three and nine months
      ended September 30, 2006, respectively: no annual dividends; expected volatility
      ranging from 80% to 117%; risk free interest rate ranging from 3.01% to 4.00%;
      expected life ranging from 3.06 to 5 years. Expected volatility is based
      primarily on historical volatility. Historical volatility was computed using
      daily pricing observations for the most recent two years. We believe this method
      produces an estimate that is representative of our expectations of the future
      volatility over the expected term of our options. We currently have no reason
      to
      believe future volatility over the expected life of these options is likely
      to
      differ materially from historical volatility. The weighted-average expected
      life
      is based upon share option exercises, pre and post vesting terminations and
      share option term expiration. The risk-free interest rate is based on the U.S.
      treasury security rate estimated for the expected life of the options at the
      date of grant.





During
      May and June 2006, we modified and accelerated the vesting for 200,000 stock
      options held by certain former executives as part of their separation agreements
      with the Company. The fair value of the modifications of $70,000 has been
      recognized as incremental compensation expense during the nine months ended
      September 30, 2006, which is included in the $873,000 of total compensation
      cost discussed above.





SFAS
      123(R) requires the estimation of forfeitures when recognizing compensation
      expense and that this estimate of forfeitures be adjusted over the requisite
      service period should actual forfeitures differ from such estimates. Changes
      in
      estimated forfeitures are recognized through a cumulative adjustment, which
      is
      recognized in the period of change and which impacts the amount of unamortized
      compensation expense to be recognized in future periods. We have estimated
      our
      forfeitures to be 5% based primarily on our historical forfeiture
      rate.





Additional
      information relative to our employee options outstanding at September 30,
      2006 is summarized as follows (unaudited):





The
      following summarizes our stock option activity for the nine months ended
      September 30, 2006:





**Stock
                Options****Shares**
            
            **Weighted
                Average Exercise Price**Balance,
                December 31, 2005
            
            
            4,547,623
            
            $
            0.32Granted
            
            
            5,658,060
            
            $
            0.39Exercised
            
            
            (1,302,850
            )
            $
            0.23Forfeited
            
            
            (427,788
            )
            $
            0.30Cancelled
            
            
            (66,668
            )
            $
            0.15Balance,
                September 30, 2006
            
            
            8,408,377
            
            $
            0.39Exercisable,
                December 31, 2005
            
            
            4,547,623
            
            $
            0.32Exercisable,
                September 30, 2006
            
            
            6,190,691
            
            $
            0.33





The
      1,302,850 options exercised include certain shares exercised on a cashless
      basis, resulting in the issuance of 678,447 common shares.





F-16




The
      following table summarizes information about stock options outstanding at
      September 30, 2006:





**Exercise
                Prices**
            
            **Number
                Outstanding**
            
            **Weighted
                Average Remaining Contractual Life**
            
            **Number
                Exercisable**$0.15
            
            
            54,167
            
            
            1/2
                year
            
            
            54,167$0.25
            
            
            1,256,500
            
            
            1
                year
            
            
            1,256,500$0.30
            
            
            5,107,710
            
            
            3
                years
            
            
            4,413,774$0.34
            
            
            165,000
            
            
            4
                1/2 years
            
            
            41,250$0.46
            
            
            425,000
            
            
            5
                years
            
            
            25,000$0.50
            
            
            160,000
            
            
            1/2
                year
            
            
            160,000$0.65
            
            
            850,000
            
            
            5
                years
            
            
            —$0.83
            
            
            150,000
            
            
            4
                1/2 years
            
            
            —$1.00
            
            
            120,000
            
            
            1/2
                year
            
            
            120,000$1.50
            
            
            120,000
            
            
            1/2
                year
            
            
            120,0008,408,377
            
            
            3
                years
            
            
            6,190,691





The
      aggregate intrinsic value of options outstanding and exercisable was $32,000.
      This amount represents the total pre-tax intrinsic value (the difference between
      our closing stock price on the last trading day of the third quarter of 2006
      and
      the exercise price, multiplied by the number of in-the-money options) that
      would
      have been received by the option holders had all option holders exercised their
      options on September 30, 2006. The total intrinsic value of options
      exercised during the nine months ended September 30, 2006 was
      $371,000.





Prior
      to
      January 1, 2006 the Company had granted 3,190,000 non-plan restricted shares
      to
      certain members of management that included 838,750 shares not fully vested
      as
      of that date. During the nine months ended September 30, 2006, 714,375 of
      such shares vested and the fair value of the vested shares of $8,000 and $95,000
      has been recognized as compensation expense during the three and nine months
      ended September 30, 2006, respectively. The following is a summary of the
      status of and changes to the Company’s non-vested shares as of and for the nine
      months ended September 30, 2006:





**Non-vested**
              **Shares**
            
            **Weighted
                Average Grant-Date Fair Value**Balance,
                December 31, 2005
            
            
            838,750
            
            $
            0.14Granted
            
            
            —
            
            $
            —Vested
            
            
            (714,375
            )
            $
            0.13Forfeited
            
            
            (62,500
            )
            $
            0.12Balance,
                September 30, 2006
            
            
            61,875
            
            $
            0.19





F-17





At
      September 30, 2006, there was $738,000 of total unrecognized compensation cost
      related to non-vested share based compensation arrangements, including options
      and restricted stock grants. That cost is expected to be recognized over a
      weighted-average period of 1.7 years. The total fair value of shares vested
      during the nine months ended September 30, 2006 was $873,000.





In
      connection with our adoption of SFAS 123(R) during 2006, we previously
      recognized stock compensation expense during the three months ended March 31,
      2006 and June 30, 2006 as if all option grants were fully vested at grant date
      rather than over the requisite service (vesting) period as proscribed by SFAS
      123(R). Therefore, we will amend our Form 10-QSB for the periods ending March
      31, 2006 and June 30, 2006, as soon as practical after the filing of this Form
      10-QSB, to reflect the resulting adjustments to stock based compensation expense
      in the periods presented below. Such adjustments have been reflected in our
      stock based compensation for the three and nine month periods ended September
      30, 2006.





The
      following table illustrates the effect on net loss and loss per share of
      recognizing stock based compensation expense over the vesting period:





**$
                in thousands, except per share amounts**
            
            **Three
                months ended March 31, 2006**
            
            **Three
                months ended June 30, 2006**
            
            **Six
                months ended June 30, 2006**Net
                loss, as previously reported
            
            $
            (2,573
            )
            $
            (2,270
            )
            $
            (4,843
            )Stock
                based employee compensation, as previously reported
            
            
            (1,051
            )
            
            (259
            )
            
            (1,310
            )Stock
                based employee compensation, as restated
            
            
            (621
            )
            
            (158
            )
            
            (779
            )Net
                stock based employee compensation adjustment
            
            
            430
            
            
            101
            
            
            531Net
                loss, as restated
            
            
            (2,143
            )
            
            (2,169
            )
            
            (4,312
            )Basic
                and diluted loss per share, as previously reported
            
            $
            (0.04
            )
            $
            (0.03
            )
            $
            (0.06
            )Basic
                and diluted loss per share, as restated
            
            $
            (0.03
            )
            $
            (0.03
            )
            $
            (0.06
            )




[23]
      Advertising





Advertising
      expenses were $93,000 and $278,000 for the three months ended September 30,
      2006
      and 2005, respectively. Advertising expenses of $486,000 and $631,000 were
      expensed for the nine months ended September 30, 2006 and 2005, respectively.
      Advertising costs are charged to expense as incurred.




F-18





[24]
      Recently Issued Accounting Pronouncements





In
      July 2006, the Financial Accounting Standards Board (FASB) issued FASB
      Interpretation No.48, “Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement No.109” (“FIN 48”). FIN 48 clarifies the
      accounting for income taxes by prescribing the minimum recognition threshold
      a
      tax position is required to meet before being recognized in the financial
      statements. FIN 48 is effective for fiscal years beginning after
      December 15, 2006. We are currently evaluating the effect, if any, the
      adoption of FIN 48 will have on our financial position, results of operations
      or
      disclosures.





In
      September 2006, the Securities and Exchange Commission ("SEC") released Staff
      Accounting Bulletin No. 108, "Considering the Effects of Prior Year
      Misstatements When Quantifying Misstatements in Current Year Financial
      Statements" ("SAB 108"). SAB 108 provides guidance on how the effects of the
      carryover or reversal of prior year financial statement misstatements should
      be
      considered in quantifying a current year misstatement. Prior practice allowed
      the evaluation of materiality on the basis of (1) the error quantified as the
      amount by which the current year income was misstated ("rollover method") or
      (2)
      the cumulative error quantified as the cumulative amount by which the current
      year balance sheet was misstated ("iron curtain method"). The guidance provided
      by SAB 108 requires both methods to be used in evaluating materiality. We
      are currently evaluating the method we will use and the effect, if any, the
      adoption of SAB 108 will have on our consolidated financial
      statements.




In
      September 2006, the FASB issued SFAS 157, "Fair Value Measurements." SFAS 157
      simplifies and codifies guidance on fair value measurements under generally
      accepted accounting principles. This standard defines fair value, establishes
      a
      framework for measuring fair value and prescribes expanded disclosures about
      fair value measurements. SFAS 157 is effective for financial statements issued
      for fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years, with early adoption permitted. We are currently evaluating
      the effect, if any, the adoption of SFAS 157 will have on our financial
      condition, results of operations and cash flows.





**NOTE
      C - ACQUISITIONS**




On
      May
      16, 2006, we acquired ArtSelect, Inc. ArtSelect supplies home and office framed
      and unframed wall décor to retailers, catalogers, membership organizations, and
      consumers through both online and traditional retail and wholesale distribution
      channels. The primary reason for the acquisition of ArtSelect was that it
      provided us with technology, business partners, and infrastructure to sell
      framed imagery.





In
      consideration, the stockholders of ArtSelect received $4.5 million of cash,
      $2.4
      million in secured notes, and 10,000 shares of a21 convertible preferred stock
      valued at $3.15 million. The selling stockholders of ArtSelect also received
      warrants to purchase 750,000 shares of a21’s common stock at $1.00 per share
      valued at $0.50 per share or $375,000. We have also incurred approximately
      $214,000 in related transaction costs, which have been recorded as part of
      the
      purchase price.





**($
                in thousands)**Cash
            
            $
            4,500Convertible
                preferred stock
            
            
            3,150Seller
                secured notes
            
            
            2,407Warrants
            
            
            375Capitalized
                transaction costs
            
            
            214$
            10,646





The
      seller notes bear interest at 6% per year and mature on the earlier to occur
      of
      a change of control or May 15, 2009. The first year of interest on the notes
      will be accrued and added to the principal of the notes. After the first year,
      interest will be payable quarterly, in arrears. The notes are secured by
      substantially all the assets of ArtSelect (provided that, with respect to up
      to
      $3.0 million of the assets of ArtSelect, the notes are junior to the
      previously issued $15.5 million Senior Secured Notes described in Note J).




F-19





The
      value
      of the convertible preferred stock was determined using the as-if converted
      value of $3.15 million. On May 16, 2006, the holders of convertible preferred
      stock elected to exchange all of the convertible preferred stock for an
      aggregate of 4,200,000 shares of a21’s common stock at the minimum conversion
      price of $0.75 per share. Pursuant to the terms of the exchange agreement with
      such holders, the exchange stock was issued by a21 in August 2006 after we
      reincorporated in Delaware, pursuant to which a21 increased the number of
      authorized shares of its common stock in part to accommodate such exchange.





The
      Warrants expire four years from the closing date of the acquisition. The fair
      value of the warrants has been determined using a Black-Scholes model by
      applying the following assumptions: risk-free interest rate, 4.9%; volatility,
      129%; underlying stock price, $0.64; exercise price, $1.00; term, 4
      years.




The
      aggregate purchase price was approximately $10.6 million. The following
      summarizes the preliminary fair values assigned to the assets acquired and
      liabilities assumed at the date of acquisition, which are subject to adjustments
      to reflect the final purchase price allocation.





($
                in thousands)Tangible
                assets
            
            $
            1,854Identifiable
                intangible assets
            
            
            3,820Goodwill
            
            
            5,899Liabilities
                assumed
            
            
            (927
            )$
            10,646




**PROFORMA
      EFFECT OF ACQUISITIONS**





As
      previously disclosed in our Form 10-KSB/A filed for the year ended December
      31,
      2005, in October 2005, the Company’s UK-based SuperStock Limited subsidiary
      completed the acquisition of all of the outstanding stock of Ingram Publishing
      Limited (“Ingram”) from its stockholders.





The
      results of operations of ArtSelect and Ingram have been included in the
      consolidated financial statements of the Company since May 16, 2006 and October
      12, 2005, respectively. The unaudited proforma information below presents the
      results of operations as if the acquisitions of ArtSelect and Ingram had
      occurred on the first day of the periods presented. The unaudited proforma
      information is presented for informational purposes only and is not intended
      to
      represent or be indicative of the results of operations of the combined
      companies had these events occurred at the beginning of the period presented
      nor
      is it indicative of future results:





**($
                in thousands, except per share amounts)**
            
            **Nine
                months ended September 30,**2006
            
            2005Total
                revenue
            
            $
            17,944
            
            $
            15,507Net
                loss
            
            
            (5,875
            )
            
            (3,156
            )Net
                loss per share, basic and diluted
            
            $
            (0.07
            )
            $
            (0.10
            )Proforma
                weighted average number of common shares outstanding, basic and
                diluted
            
            
            79,226,938
            
            
            40,496,915




F-20





**NOTE
      D - INVENTORY**





The
      major
      components of inventory are summarized as follows:





**($
                in thousands)**
            
            **September
                30, 2006**
            
            **December
                31, 2005**Framed
                art raw materials
            
            
            537
            
            
            —Framed
                art finished goods
            
            
            181
            
            
            —Compact
                disk product
            
            
            104
            
            
            156$
            822
            
            $
            156




**NOTE
      E - PROPERTY, PLANT AND EQUIPMENT**





Property,
      plant, and equipment are summarized as follows:





**($
                in thousands)**
            
            **September
                30, 2006**
            
            **December
                31, 2005**Land
                and building
            
            
            7,768
            
            
            7,768Office
                equipment and furnishings
            
            
            760
            
            
            375Technology
                equipment
            
            
            474
            
            
            430Software
            
            
            363
            
            
            147Less:
                Accumulated depreciation
            
            
            (1,602
            )
            
            (1,118
            )$
            7,763
            
            $
            7,602




Land
      and
      building were sold and leased back in a transaction accounted for as a financing
      transaction. The building is being depreciated over the twenty-year term of
      the
      related lease.





Depreciation
      expense was $161,000 and $164,000 for the three months ended September 30,
      2006
      and 2005, respectively . Depreciation
      expense was $487,000 and $498,000 for the nine months ended September 30, 2006
      and 2005, respectively .





**NOTE
      F - GOODWILL AND OTHER INTANGIBLE ASSETS**





Goodwill
      is comprised of $5.9 million of goodwill associated with the acquisition of
      ArtSelect, $1.4 million of goodwill associated with the acquisition of
      SuperStock, and $1.2 million of goodwill associated with the acquisition of
      Ingram.





**($
                in thousands)**Goodwill
                at December 31, 2005
            
            $
            2,263SuperStock
                earn-out
            
            
            200Cumulative
                foreign currency
              translation
                of Ingram goodwill
            
            
            156ArtSelect
                goodwill
            
            
            5,899Goodwill
                at September 30, 2006
            
            $
            8,518





F-21





Identifiable
      intangible assets, net of amortization at September 30, 2006 are as
      follows:





**($
                in thousands)**
            
            **Cost**
            
            **Accumulated**
              **Amortization**
            
            **Foreign
                Currency Translation**
            
            **Net**
            
            **Average
                Useful Life (in months)**SuperStock
                non-compete covenants
            
            $
            116
            
            $
            (75
            )
            $
            —
            
            $
            41
            
            
            48Ingram
                license agreements
            
            
            2,440
            
            
            (488
            )
            
            141
            
            
            2,093
            
            
            60Ingram
                non-compete agreements
            
            
            790
            
            
            (263
            )
            
            38
            
            
            565
            
            
            36Ingram
                customer relationships
            
            
            420
            
            
            (140
            )
            
            20
            
            
            300
            
            
            36Ingram
                distribution agreements
            
            
            270
            
            
            (90
            )
            
            13
            
            
            193
            
            
            36Ingram
                trademark
            
            
            220
            
            
            (110
            )
            
            8
            
            
            118
            
            
            24ArtSelect
                intangible assets *
            
            
            3,820
            
            
            (286
            )
            
            —
            
            
            3,534
            
            
            60Intangible
                assets
            
            $
            8,076
            
            $
            (1,452
            )
            $
            220
            
            $
            6,844





*
      -
      preliminary estimate; completion of final valuation and purchase accounting
      adjustments are expected to be finalized by December 31, 2006. We estimate
      the
      most significant ArtSelect other intangible asset to be customer
      relationships.





Amortization
      expense during the three months ended September 30, 2006 and 2005 totaled
      $417,000 and $7,000, respectively. Amortization expense during the nine months
      ended September 30, 2006 and 2005 totaled $1.1 million and $22,000,
      respectively.





Approximate
      remaining annual amortization expense is as follows for each of the following
      years: 2006: $442,000, 2007: $1.8 million, 2008: $1.6 million, 2009: $1.3
      million, and 2010: $1.1 million.





**($
                in thousands)**Intangible
                assets, net at December 31, 2005
            
            $
            3,882Cumulative
                foreign currency translation
            
            
            269ArtSelect
                intangible assets
            
            
            3,820Amortization
                expense
            
            
            (1,127
            )Intangible
                assets, net at September 30, 2006
            
            $
            6,844




**NOTE
      G - PHOTO COLLECTION AND CONTRACTS WITH PHOTOGRAPHERS**





The
      gross
      book value of our photo collection as of September 30, 2006 and December 31,
      2005 was $3.0 million and $2.6 million, respectively. The book value of the
      photo collection, net of accumulated amortization was $1.7 million at September
      30, 2006 and December 31, 2005, respectively. Amortization expense was $139,000
      and $123,000 for the three months ended September 30, 2006 and 2005,
      respectively. Amortization expense was $394,000 and $368,000 for the nine months
      ended September 30, 2006 and 2005, respectively. Approximate remaining annual
      amortization expense is as follows for each of the following years: 2006:
      $137,000, 2007: $579,000, 2008: $185,000, 2009: $105,000, and 2010:
      $66,000.





The
      gross
      book value of contracts with photographers as of September 30, 2006 and December
      31, 2005, were $1.3 million. The book value of contracts with photographers,
      net
      of accumulated amortization was $771,000 and $929,000 as of September 30, 2006
      and December 31, 2005, respectively. Amortization expense was $53,000 and
      $51,000 for the three months ended September 30, 2006 and 2005, respectively.
      Amortization expense was $157,000 and $154,000 for the nine months ended
      September 30, 2006 and 2005, respectively. Approximate remaining annual
      amortization expense is as follows for each of the following years: 2006:
      $53,000, 2007: $208,000, 2008: $169,000, 2009: $124,000, and 2010:
      $61,000.




F-22





**NOTE
      H - MINORITY INTEREST**





Minority
      interest represents 1,341,713 shares of SuperStock Seller Preferred held by
      the
      former owners of SuperStock at September 30, 2006, which is exchangeable for
      4,025,139 shares of a21’s common stock. The SuperStock Seller Preferred has no
      voting rights, pays no dividend, and, except for exchange rights into common
      stock, it has no other special rights except a liquidation preference. In
      liquidation, it is senior to the common stock of SuperStock and has distribution
      rights to the greater of $3.4 million or 14% of the total liquidation
      distributions after creditors. The minority interest is valued as if it had
      been
      exchanged into a21’s common stock at the closing price on the day of the
      acquisition.





On
      June
      30, 2006, we issued 375,012 shares of a21 common stock upon the conversion
      of
      125,004 shares of the preferred stock of SuperStock, Inc. and on July 20, 2006,
      we issued 600,000 shares of a21 common stock upon the conversion of 200,000
      shares of the preferred stock of SuperStock, Inc.




F-23


**NOTE
        I - OPERATING SEGMENTS**
 
 Effective
        with the ArtSelect acquisition during May 2006, we operate in the following
        segments: Corporate, SuperStock, and ArtSelect. No customer represented 10%
        or
        more of our total revenue in the periods presented.
 
 83%
        and
        79% of our total revenues were based domestically in the U.S. for the three
        and
        nine months ended September 30, 2006, respectively. 85% and 71% of our total
        assets were based domestically in the U.S. as of September 30, 2006 and December
        31, 2005, respectively.
 
 The
        following table presents information about our segment activity as of September
        30, 2006 and 2005 and for the three and nine months then ended:
 
 **($
                  in thousands)****Three
                  months ended**
                **September
                  30, 2006**
              
              **Corporate**
              
              **SuperStock**
              
              **ArtSelect**
              
              **Total**Revenue
              
              $
              —
              
              $
              2,985
              
              $
              2,919
              
              $
              5,904Segment
                  operating loss
              
              
              (563
              )
              
              (178
              )
              
              127
              
              
              (614
              )Segment
                  total assets
              
              
              580
              
              
              25,219
              
              
              11,657
              
              
              37,456Segment
                  long-lived assets
              
              
              —
              
              
              15,798
              
              
              9,763
              
              
              25,561
 
 **Three
                  months ended**
                **September
                  30, 2005**
              
              **Corporate**
              
              **SuperStock**
              
              **ArtSelect**
              
              **Total**Revenue
              
              
              —
              
              
              2,064
              
              
              —
              
              
              2,064Segment
                  operating loss
              
              
              (420
              )
              
              (403
              )
              
              —
              
              
              (823
              )Segment
                  total assets
              
              
              648
              
              
              15,012
              
              
              —
              
              
              15,660Segment
                  long-lived assets
              
              
              2
              
              
              11,606
              
              
              —
              
              
              11,608
 
 **Nine
                  months ended**
                **September
                  30, 2006**
              
              **Corporate**
              
              **SuperStock**
              
              **ArtSelect**
              
              **Total**Revenue
              
              
              —
              
              
              8,943
              
              
              4,407
              
              
              13,350Segment
                  operating loss
              
              
              (2,346
              )
              
              (1,516
              )
              
              62
              
              
              (3,800
              )
 
 **Nine
                  months ended**
                **September
                  30, 2005**
              
              **Corporate**
              
              **SuperStock**
              
              **ArtSelect**
              
              **Total**Revenue
              
              
              —
              
              
              6,703
              
              
              —
              
              
              6,703Segment
                  operating loss
              
              $
              (799
              )
              $
              (749
              )
              
              —
              
              $
              (1,548
              )
 
  F-24
  
 The
        SuperStock segment information for the three and nine months ended September
        30,
        2006 includes $505,000 and $1.5 million, respectively, of revenue and $441,000
        of accounts receivable attributable to foreign distributors.
 
 The
        SuperStock segment information for the three and nine months ended September
        30,
        2005, respectively, includes $441,000 and $1,341,000 of revenue and $369,000
        of
        accounts receivable attributable to foreign distributors.
 
 The
        SuperStock segment information reflects the operation of foreign
        subsidiaries.
  **NOTE
        J - DEBT FINANCINGS**
 
 **$15.5
        Million Senior Secured Convertible Notes**
  During
        April 2006, we entered into a securities purchase agreement (“Purchase
        Agreement”) with certain purchasers and Queequeg Partners, LP, as agent
        (“Agent”), whereby we issued $15.5 million of 5% Senior Secured Convertible
        Notes (“Senior Convertible Notes”) in consideration for which we received net
        proceeds of $11.7 million in cash, after the repayment of certain outstanding
        debt of $3.3 million, exchange of Notes totaling $215,000 to retire warrants
        to
        purchase 637,500 shares of a21’s common stock, repayment of total interest due
        of $216,000, and the payment of a finder’s fee of $100,000. Queequeg Partners
        L.P. and Queequeg, Ltd. (each of which are affiliated with Ahab Capital
        Management, Inc., which was a 10% beneficial owner of a21’s common stock prior
        to April 27, 2006) (collectively “Ahab”), and StarVest Partners, LP
        (“StarVest”), which was a 10% beneficial owner of a21’s common stock prior to
        April 27, 2006, purchased a portion of the Notes sold in this transaction.
        As
        part of this transaction, we released $690,000 of certificate of deposits
        (“CDs”), which had been pledged by Ahab to secure the letter of credit issued by
        SuperStock in connection with its capital lease for our facility in
        Jacksonville, Florida and replaced the deposit with new CDs from the net
        proceeds of the financing.
  The
        Senior Convertible Notes are secured by substantially all of our assets and
        are
        convertible into 23,846,154 of a21’s common stock at a minimum conversion price
        of $0.65 per share, subject to adjustment as provided in the Senior Convertible
        Notes. In addition, the conversion price of the Senior Convertible Notes
        may be
        adjusted based on a weighted average anti-dilution formula in the event of
        issuances of a21’s common stock at a price per share below $0.65. The minimum
        conversion price is set at $0.50 per share on a diluted basis. No such
        conversion price resets have occurred from issuance through September 30,
        2006.
        The interest on the Senior Convertible Notes is payable quarterly in arrears,
        and the principal will be due and payable on March 31, 2011. If the 45-day
        volume weighted average price of a21’s common stock equals or exceeds $1 per
        share, the Senior Convertible Notes will automatically be converted into
        a21’s
        common stock under certain conditions.
  The
        Senior Convertible Notes include customary events of default, including the
        failure to pay any principal or interest when due, the breach of any covenant
        or
        term or condition of the Senior Convertible Notes, the breach of any
        representation or warranty in the Purchase Agreement, Senior Convertible
        Notes
        or other documents executed in connection with the transactions contemplated
        thereby, defaults in the performance of any other indebtedness of greater
        than
        $500,000, the insolvency or bankruptcy, and the SEC issuing a stop trade
        order
        or suspension of trading relating to a21’s common stock. Upon the occurrence of
        an event of default, each Note will become due and payable, either upon notice
        from the agent for the holders of Senior Convertible Notes at the direction
        of
        the holders of a majority of the outstanding principal amount of the Senior
        Convertible Notes or automatically, depending on the particular event of
        default.
  F-25
   Pursuant
        to the terms of the Purchase Agreement, for so long as StarVest beneficially
        owns at least 8,000,000 shares of a21’s common stock, StarVest has the right to
        name a designee to our Board of Directors. In addition, for so long as at
        least
        40% of the aggregate principal amount of the Senior Convertible Notes is
        outstanding, we may not, without the prior written consent of the Agent,
        engage
        in certain activities or transactions, including, but not limited to, declaring
        dividends, liquidating, dissolving, effecting a reorganization or change
        of
        control, or incurring certain indebtedness. The Purchase Agreement also provides
        that the purchasers have a pro-rata “first right of refusal” to provide up to
        25% of the amount of any additional financing the amount of which will be
        in
        excess of $2.0 million.
  We
        also
        entered into a Registration Rights Agreement dated April 27, 2006, between
        a21
        and the Agent, on its own behalf and on behalf of the holders of the Senior
        Convertible Notes. Pursuant to the Registration Rights Agreement, if the
        SEC has
        not declared effective a registration statement for the sale of the underlying
        shares of a21’s common stock by January 22, 2007, we will be obligated to pay
        the holder of the Senior Convertible Notes liquidated damages as provided
        in the
        Registration Rights Agreement up to a maximum of 24% of the proceeds of the
        Senior Convertible Notes.
 
 We
        evaluated the terms of the Senior Convertible Notes to determine whether
        at
        issuance the conversion feature should be separated and measured at fair
        value
        under SFAS No. 133 “Derivative Instruments and Hedging Activities” (“SFAS 133”)
        and EITF Issue No. 00-19 “Accounting for Derivative Financial Instruments
        Indexed to, and Potentially Settled in, a Company’s Own Stock” (“EITF 00-19”).
        The instrument should not be accounted for as “conventional convertible debt”,
        as defined EITF 00-19, as a result of the conversion price reset provisions
        described above. We determined that the embedded conversion feature is not
        required to be separated and accounted for as a liability or equity. With
        respect to the registration rights and the liquidated damages described above,
        we have determined that a discount on an unregistered share of the Company’s
        common stock subject to the registration rights agreement associated with
        the
        Senior Convertible Notes would exceed the liquidated damages.
  As
        a
        result, we further evaluated whether the Senior Convertible Notes contained
        a
        beneficial conversion feature to be accounted for under EITF Issue No. 98-5
        “Accounting for Convertible securities with Beneficial Conversion Features
        or
        Contingently Adjustable Conversion Ratios” (“EITF 98-5”) and EITF Issue No.
        00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments”. At the
        commitment date of the Senior Convertible Notes, as defined, the initial
        conversion price of $0.65 per share exceeded the quoted market price of the
        Company’s common stock, therefore at issuance the embedded conversion feature
        was not beneficial.
  In
        connection with the transactions described above, we repaid the $2.25 million
        12% Senior Secured Note, dated as of February 22, 2005 and the $1.05 million
        12%
        unsecured promissory notes dated February 29, 2004, and the interest due
        under
        these notes of $184,000 was paid on April 27, 2006 using a portion of the
        proceeds from the issuance of the Senior Convertible Notes equal to the full
        amount of the principal and interest due.
  In
        connection with the repayment of the indebtedness described above, the following
        common stock purchase warrant agreements were terminated: Warrants expiring
        on
        February 21, 2007, granting the right to purchase 300,000 shares of a21’s common
        stock, at an exercise price of $0.188 per share, which was issued in connection
        with certain repaid Notes; and Warrants expiring on February 21, 2007, granting
        the right to purchase 337,500 shares of a21’s common stock, at an exercise price
        of $0.377 per share, which were also issued in connection with certain Notes.
        These Warrants, which had a fair value of approximately $261,000 on April
        27,
        2006, were returned to us and canceled in consideration of us issuing a portion
        of the Senior Convertible Notes in the aggregate principal amount equal to
        $215,000 (which is equal to the product of (i) the difference between the
        closing market price of a21’s common stock on March 30, 2006 ($0.62) and the
        exercise price of the warrants, and (ii) the number of shares of a21’s common
        stock issuable upon exercise of the warrants). The difference between the
        fair
        value of the warrants received and the amount of the Senior Convertible Notes
        issued, of approximately $46,000, is included as a reduction of warrant expense
        in our consolidated statement of operations for the nine months ended September
        30, 2006.
  F-26
  **Secured
        Notes - ArtSelect Sellers**
 
 In
        partial consideration for the sale of ArtSelect to a21, the stockholders
        of
        ArtSelect received $2.4 million in secured notes. The seller notes bear interest
        at 6% per year and mature on the earlier to occur of a change of control
        or May
        15, 2009. The first year of interest on the notes will be accrued and added
        to
        the principal of the notes. After the first year, interest will be payable
        quarterly, in arrears. The notes are secured by substantially all the assets
        of
        ArtSelect (provided that, with respect to up to $3.0 million of the assets
        of
        ArtSelect, the notes are junior to the previously issued $15.5 million
        Senior Convertible Notes described above). The $2.5 million balance, including
        accrued interest, recorded on our condensed consolidated balance sheet at
        September 30, 2006 is included in the caption “Secured notes payable, net-
        related party”.
 
 **Warrant
        Liability**
 
 Pursuant
        to the provisions of EITF 00-19, we recorded the value of certain warrants
        as a
        current liability, with subsequent changes in fair value to be reflected
        in the
        consolidated statement of operations. The classification of the warrants
        was
        determined based upon the terms of the warrants relative to respective
        registration rights agreement. As of September 30, 2006 and December 31,
        2005,
        the warrants were valued at $34,000 and $187,000, respectively. The change
        in
        valuation for the nine months ended September 30, 2006 was an expense of
        $108,000. This expense was offset by the $46,000 of income resulting from
        the
        cancellation of warrants valued at $261,000 exchanged for Senior Convertible
        Notes of $215,000, as described above , resulting in non-operating warrant
        income (expense) of $29,000 and ($62,000) for the three and nine months ended
        September 30, 2006.
 
 
 **NOTE
        K - LOAN PAYABLE ON BUILDING**
 
 During
        September 2004, we completed the sale and leaseback of the land and an
        approximately 73,000 square foot building in which our headquarters is located
        in Jacksonville, Florida. The facility was sold for $7.7 million and resulted
        in
        net proceeds of $7.5 million, of which $4.0 million was used to repay a bank
        note that was secured by a first mortgage on the facility and $1.6 million
        was
        used to repay other indebtedness to the selling stockholders of SuperStock.
        The
        building was leased back for a term of twenty years. The lease provides us
        with
        two five-year renewal options at specified payments.
 
 Based
        on
        the terms of the leasing arrangement, the transaction does not qualify for
        sale
        recognition and has been accounted for as a financing transaction pursuant
        to
        SFAS No. 98, "Accounting for Leases". Accordingly, the accompanying financial
        statements reflect the net proceeds from the sale of the land and building
        as a
        loan payable with an effective interest rate of 10.1%. The building is included
        in property and equipment and is being depreciated on a straight-line basis
        over
        the twenty-year term of the lease.
 
 The
        following table summarizes our annual maturities under the loan payable on
        building:
 
 **($
                  in thousands)**2006
              
              $
              62007
              
              
              352008
              
              
              552009
              
              
              802010
              
              
              110Thereafter
              
              
              7,1587,444Less:
                  Current Portion
              
              
              (30
              )Long
                  Term Portion
              
              $
              7,414
 
 The
        current portion of the loan payable is included in other current
        liabilities.
  F-27
 
 **NOTE
        L - CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY**
 
 [1]
        Common and Preferred stock:
 
 On
        June
        19, 2006, a21’s Board of Directors approved a merger agreement pursuant to
        which, among other things, the Company would merge with and into its wholly
        owned subsidiary, a21,Inc., a Delaware corporation. On June 23, 2006, we
        obtained the approval of the terms of the merger agreement by a majority
        of our
        outstanding shares of common stock. The reincorporation became effective
        on July
        31, 2006.
 
 Our
        reincorporation in Delaware has not resulted in any change to our business
        operations or the location of our principal executive offices. The financial
        condition and results of operations of the surviving corporation immediately
        after the consummation of the merger were identical to the Company’s immediately
        prior to the consummation of the merger. In addition, the board of directors
        of
        the surviving corporation consists of those persons who were the Company’s
        directors immediately prior to the merger and individuals serving as executive
        officers of the Company immediately prior to the merger continue to serve
        as
        executive officers of the surviving corporation after the merger.
 
 Pursuant
        to the reincorporation, the number of the Company’s authorized shares of common
        stock was increased to 200,000,000 shares.
 
 We
        are
        authorized to issue 100,000 shares of $.001 par value preferred stock having
        rights, preferences, and privileges which may be determined by our Board
        of
        Directors.
 
 On
        March
        6, 2006, we received $1.2 million in connection with the exercise of warrants
        to
        purchase 4,000,000 shares of a21’s common stock held by one of a21’s significant
        stockholders. The stockholder previously acquired the warrants from another
        of
        our significant stockholders, through a prior transaction. In connection
        with
        the exercise of the warrants, we set the exercise price of the warrants to
        $0.30
        per unregistered share, which was approximately 10% less than what the exercise
        price would have been pursuant to the original terms of the warrants, but
        higher
        than the minimum $0.25 per unregistered share as stated in the warrant
        modification agreement. This accommodation was granted by us in order to
        facilitate the transaction. As a result of the repricing of the warrants,
        we
        recorded a deemed dividend of $157,000, increasing the net loss attributed
        to
        common stockholders.
 
 In
        partial consideration for the acquisition of the outstanding stock of Ingram,
        the stockholders of Ingram also received 14,480 shares of a21’s preferred stock. On
        March
        14, 2006, we issued 2,522,648 shares of a21 common stock upon the conversion
        of
        the preferred stock by the holders thereof. The preferred shares were converted
        into a21 common stock at a price per share of the a21 common stock of $0.574,
        the average of the closing price of the a21’s common stock for the 20 trading
        day period ending on March 13, 2006. At September 30, 2006 and December 31,
        2005, there were none and 14,480 shares of preferred stock issued and
        outstanding, respectively.
 
 In
        partial consideration for the sale of ArtSelect to a21, the stockholders
        of
        ArtSelect received 10,000 shares of a21 convertible preferred stock valued
        at
        $3.15 million. The convertible preferred stock fair value was determined
        using
        the as-if converted value of $3.15 million. On May 16, 2006, the holders
        of
        convertible preferred stock elected to exchange all of the convertible preferred
        stock for an aggregate of 4,200,000 shares of a21’s common stock at a per share
        price of $0.75. Pursuant to the terms of the exchange agreement with such
        holders, the exchange stock was issued by a21 during August 2006 after the
        Company reincorporated in Delaware, and, in connection therewith, increased
        the
        number of authorized shares of its common stock, in part, to accommodate
        such
        exchange. The trading price of a21's common stock was $0.83 at the closing
        date of the ArtSelect acquisition, which was the commitment date of the
        convertible preferred stock, compared to the conversion price of $0.75 per
        share, resulting in a beneficial conversion value of $336,000 on the May
        16,
        2006 acquisition date. The conversion was contingent on the increase in
        authorized shares which subsequently occurred on July 31, 2006. As a result,
        we
        have recorded a deemed dividend on the conversion value of the preferred
        stock
        for the three months ended September 30, 2006 as a increase to additional
        paid
        in capital and a charge retained earnings for $336.000.
  F-28
  On
        June
        30, 2006, we issued 375,012 shares of a21 common stock upon the conversion
        of
        125,004 shares of SuperStock Seller Preferred with a respective adjustment
        to
        equity of $210,000 representing the allocable, original fair value of the
        SuperStock Seller Preferred as if it had been exchanged into a21’s common stock
        at the closing price on the day of the acquisition. On July 20, 2006, we
        issued
        600,000 shares of a21 common stock upon the conversion of 200,000 shares
        of the
        SuperStock Seller Preferred with a respective adjustment to equity of $336,000
        representing the allocable, original fair value of the SuperStock Seller
        Preferred as if it had been exchanged into a21’s common stock at the closing
        price on the day of acquisition.
 
 In
        connection with the July 2006 settlement of certain claims made by a stockholder
        and three of his affiliates against the Company, we issued 450,000 shares
        of our
        common stock in exchange for a general release of all claims such persons
        may
        have had against us. We have recognized the related fair value of such shares
        of
        $139,000 as settlement expense included in general operating expense in our
        Statement of Operations, with a corresponding increase to additional paid
        in
        capital during the nine months ended September 30, 2006. The fair value was
        determined based upon the prevailing common stock trading market price per
        share
        at the time the agreement was reached.
 
 [2]
        Stock
        options and warrants:
 
 Stock
        options and warrants have been granted to officers, directors and employees
        based upon employment agreements and other grants at the discretion of the
        Board
        of Directors. Warrants have been granted through other financing and investment
        agreements with certain of our investors.
 
 As
        discussed above, on March 6, 2006, we received $1.2 million in connection
        with
        the exercise of common stock warrants.
 
 In
        partial consideration of the acquisition of ArtSelect by a21, the stockholders
        of ArtSelect received warrants to purchase 750,000 shares of a21’s common stock
        at $1.00 per share valued at $0.50 each, or $375,000.
 
 On
        February 16, 2006, an information statement was mailed or furnished to our
        stockholders in connection with the authorization and approval by a majority
        of
        the Board of Directors of the 2005 Plan at a meeting held on March 10, 2005
        and
        the subsequent adoption of such corporate action by written consent on February
        9, 2006 of a majority of our stockholders. Such adoption constitutes the
        approval and consent of the action. The 2005 Plan provides for the grant
        of
        options, stock appreciation rights (“SARs”), performance share awards,
        restricted stock, and unrestricted stock of up to an aggregate of 6,000,000
        shares of common stock to officers, employees, and independent contractors
        of
        ours or our affiliates. If any award expires, is cancelled, or terminates
        unexercised or is forfeited, the number of shares subject thereto is again
        available for grant under the 2005 Plan. Stock options issued under the 2005
        Plan typically have a five-year term and vest pro-rata over that term except
        when otherwise adapted to specific terms per executive management agreements
        and
        their respective terms.  The
        exercise price typically shall be no less than the fair market value of a
        share
        of a21’s common stock on the date of grant of the options. See Note B
        [22]. As of
        September 30, 2006 there were 748,308 shares available for grant under the
        2005
        Plan.
 
 Pursuant
        to our 2002 Directors, Officers And Consultants Stock Option, Stock Warrant
        And
        Stock Award Plan, as amended (the "2002 Plan"), 3,000,000 shares of a21 common
        stock are reserved for issuance. The 2002 Plan authorizes our board of directors
        to issue warrants, options, restricted or unrestricted common stock, and
        other
        awards to our employees, consultants and directors and our affiliates. Certain
        options and warrants to be granted under the 2002 Plan are intended to qualify
        as Incentive Stock Options (“ISOs”) pursuant to Section 422 of the Internal
        Revenue Code of 1986, as amended, while other options and warrants granted
        under
        the 2002 Plan will be nonqualified options or warrants which are not intended
        to
        qualify as ISOs. A committee selected by our Board of Directors has the
        authority to approve option grants and the terms, which include the option
        price
        and the vesting terms. Options granted under the 2002 Plan expire after a
        ten-year period and are subject to acceleration upon the occurrence of certain
        events. As of September 30, 2006 and December 31, 2005 there were 496,264
        shares
        available for grant under the 2002 Plan.
  F-29
  [3]
        Deferred Compensation:
 
 Grants
        of
        a21 restricted common stock made prior to January 1, 2006 to certain directors
        and officers totaling 3,190,000 shares, valued at fair value per the respective
        market trading prices at the time of the grants, resulted in unamortized
        deferred compensation of $115,000 included in the consolidated balance sheet
        for
        the unvested portion of such compensation at December 31, 2005. The deferred
        compensation was reversed upon the adoption of SFAS 123(R) effective January
        1,
        2006.
 
 **NOTE
        M - COMMITMENTS AND OTHER MATTERS**
 
 [1]
        Lease
        commitments
  As
        described in Notes E and K above, we have capitalized our facility under
        the
        terms of a sale and leaseback transaction. In September 2004, we entered
        into an
        agreement to sublease a significant portion of its facility for a term of
        six
        years with an option to renew for an additional two-year term. The sublease
        requires monthly rent payments to us beginning in November 2004 with annual
        increases through the term of the sublease. The total lease payments in
        accordance with the terms of the agreement are $3.5 million. Rental income
        is
        recognized on a straight-line basis over the term of the sublease, and the
        excess of rental income recognized over rental payments received is recorded
        as
        deferred rent receivable of $564,000 and $541,000 at September 30, 2006 and
        December 31, 2005, respectively.
 
 In
        a
        lease agreement for SuperStock Limited in the UK, we sublet the entire facility
        to a third party as of June 2002, until the expiration of the lease in 2014.
        In
        accordance with the lease agreement, our UK subsidiary would be liable for
        approximately $90,000 per year under the covenants in the lease in the event
        the
        lessee who has sublet the facility is unable to perform under such
        terms.
 
 [2]
        Lease
        Deposit Arrangement
 
 A
        security deposit is required under the capital lease agreement for our facility
        in Florida. The lease deposits of $750,000 are is included in restricted
        cash
        non-current assets as of September 30, 2006.
 
 [3]
        Settlement:
 
 In
        connection with the July 2006 settlement of certain claims made by a stockholder
        and three of his affiliates against the Company, we issued 450,000 shares
        of a21
        common stock in exchange for a general release of all claims such persons
        may
        have had against us. We have recognized the related value of such shares
        of
        $139,000 as settlement expense included in general operating expenses in
        our
        Statement of Operations for the nine months ended September 30,
        2006.
 
 [4]
        Legal:
 
 We
        are
        involved in various claims and lawsuits in the ordinary course of business.
        Management believes that there are no such matters outstanding that would
        have a
        material adverse effect on our results of operations and financial position.
 
 [5]
        Employment Agreements
 
 On
        July
        20, 2006, our Board of Directors increased the base salary of our then Chairman
        and Chief Executive Officer to $175,000 per year. He was also granted an
        option
        to purchase 650,000 shares of our common stock at a purchase price of $0.65
        per
        share. The fair value of these options of approximately $160,000 was being
        accounted for as compensation expense under SFAS 123R over the vesting period.
        The options were exercisable as to 25% of the total shares represented thereby
        on each of October 31, 2006, April 30, 2007, October 31, 2007, and April
        30,
        2008. See Note N [2] below regarding the resignation of this officer effective
        October 9, 2006.
  F-30
  On
        July
        20, 2006, our Board of Directors increased the base salary of our Vice President
        and Chief Financial Officer to $135,000 per year. He was also granted an
        option
        to purchase 200,000 shares of our common stock at a purchase price of $0.65
        per
        share. The fair value of these options of approximately $47,000 is being
        accounted for as compensation expense under SFAS 123R over the vesting period.
        The options are exercisable as to 25% of the total shares represented thereby
        on
        each of December 31, 2006, June 30, 2007, December 31, 2007, and June 30,
        2008.
        The stock options granted shall vest immediately upon a change in control
        as
        defined in the agreement.
 
 We
        appointed an interim President and Chief Operating Officer whom is also a
        member
        of our Board of Directors. We
        entered into an employment agreement with him pursuant to which, effective
        June
        19, 2006, he received a salary of $20,000 per month and a one-time bonus
        of
        $30,000. He was granted options to purchase 400,000 shares of a21's common
        stock, exercisable at $0.46 per share, all of which will vest on December
        31,
        2006 and expire on June 19, 2011. The fair value of these options of
        approximately $120,000 is being accounted for as compensation expense under
        SFAS
        123R over the vesting period. The employment agreement had a term of six
        months.
        See Note N [2] below regarding the resignation of this interim officer effective
        October 9, 2006.
 
 The
        Company terminated its employment of its then President on June 19, 2006.
        Pursuant to the terms of a termination agreement between the Company and
        its
        then President, dated June 29, 2006, he resigned from the a21 and SuperStock
        Board of Directors and from any other positions he held with our subsidiaries.
        Pursuant to the termination agreement, we will pay him severance of
        approximately $53,000, in installments over approximately five months in
        accordance with our normal bi-monthly payroll cycle. In addition, we accelerated
        the vesting of 100,000 of his unvested stock options, and also agreed that
        his
        vested and unexercised stock options totaling 500,000 shares could be exercised
        on a cashless basis until their expiration date of September 19, 2006. Pursuant
        to the agreement he may not sell any shares of a21's common stock, including
        restricted shares owed or shares owed upon exercise of his vested option
        prior
        to their expiration, until June 19, 2007, except that he may sell up to 350,000
        shares in a private transaction with a third party. The resignation from
        our
        Board of Directors did not result from a disagreement with the Company on
        any
        matter relating to our operations, policies, or practices. The modification
        of
        vesting of his stock options resulted in additional fair value of approximately
        $16,000 which was recognized as compensation expense during the nine months
        ended September 30, 2006.
 
 The
        Company terminated its employment of its then Chief Creative Officer on May
        25,
        2006. Pursuant to the terms of an agreement between the Company and its then
        Chief Creative Officer, dated June 12, 2006, he agreed that his
        employment with the Company terminated as of May 25, 2006 and he also resigned
        from the a21 and SuperStock Board of Directors and from any other positions
        he
        held with our subsidiaries. Pursuant to the agreement, we will pay him severance
        of $120,000, in installments in accordance with our normal payroll practices.
        In
        addition, we accelerated the vesting of 62,500 of his unvested shares of
        restricted stock and 100,000 of his unvested stock options. We also agreed
        that
        he may exercise all of his vested stock options totaling 300,000 shares until
        the earlier of (i) the date such vested stock options would otherwise have
        expired by their terms, or (ii) May 25, 2007. In addition, he acknowledged
        and
        agreed that all right, title and interest in and to the approximately 1,205
        images he photographed while an employee of SuperStock are the sole and
        exclusive property of the SuperStock. The resignation from our Board of
        Directors did not result from a disagreement with the Company on any matter
        relating to our operations, policies, or practices. The modification of vesting
        and the extension of the exercise period of his vested stock options resulted
        in
        additional fair value of approximately $54,000, which was recognized as
        compensation expense during the nine months ended September 30,
        2006.
  F-31
  **NOTE
        N - SUBSEQUENT EVENTS**
 
 **[1]
        Non-Employee Director Compensation Plan**
 
 On
        October 6, 2006, the Company adopted a compensation plan for its non-employee
        directors for the next twelve months. As of October 9, 2006, each non-employee
        member of the Board of Directors received 72,727 restricted shares of a21’s
        common stock. The shares of restricted stock vest one year from the date
        of
        grant. In addition, each non-employee director will be paid $5,000 per quarter
        for service in the next four quarters, beginning with the fourth quarter
        of
        2006.
 
 **[2]
        Employment and Advisory Agreements**
 
 The
        Company entered into an employment agreement with John Z. Ferguson, its Chief
        Executive Officer, on September 28, 2006, effective as of October 9, 2006.
        The
        agreement continues for a term of 36 months unless earlier terminated as
        described in the agreement. Pursuant to the agreement, he is entitled to
        receive
        an annual base salary of $250,000, a signing bonus of $25,000 and an annual
        bonus as described in the agreement. He was granted options to purchase 500,000
        shares of our common stock at a purchase price of $0.275 per share and 500,000
        restricted shares of our common stock. Options to purchase 62,500 shares
        and
        62,500 restricted shares will vest on the six month anniversary date of the
        effective date of Mr. Ferguson’s employment agreement and the remainder of the
        options and restricted stock will vest in forty-two equal monthly installments
        on the first day of each month thereafter such that all of such options and
        restricted stock will be vested by the forty-eight month anniversary date
        of the
        employment agreement. The options expire on October 9, 2011. The employment
        agreement also (1) provides that all unvested options and restricted shares
        vest
        immediately upon a change in control and (2) includes a confidentiality
        covenant, a non-competition covenant and contains a prohibition on the
        solicitation of the employees, suppliers, vendors and customers of a21 and
        SuperStock. Mr. Ferguson was also appointed to a21’s Board of Directors,
        effective October 9, 2006.
 
 The
        Company entered into an employment agreement with Philip N. Garfinkle, pursuant
        to which he was appointed a21’s Executive Chairman, effective October 9, 2006;
        Mr. Garfinkle resigned his position as a21’s interim President and Chief
        Operating Officer. This agreement supersedes in its entirety Mr. Garfinkle’s
        previous employment agreement with a21 dated June 27, 2006. Pursuant to the
        agreement, he is entitled to receive an annual base salary of $165,000, a
        signing bonus of $25,000 and an annual bonus as described in the agreement.
        He
        was granted options to purchase 500,000 shares of our common stock at a purchase
        price of $0.275 per share and 500,000 restricted shares of our common stock.
        Options to purchase 214,280 shares and 214,280 restricted shares will vest
        on
        the six month anniversary of the effective date of Mr. Garfinkle’s employment
        agreement and the remainder of the options and restricted stock will vest
        in
        monthly installments on the first day of each month thereafter such that
        all of
        such options and restricted stock will be vested by December 31, 2007, the
        termination date of the employment agreement. The options expire on October
        9,
        2011. The employment agreement also (1) provides that all unvested options
        and
        restricted shares vest immediately upon a change in control and (2) includes
        a
        confidentiality covenant, a non-competition covenant and contains a prohibition
        on the solicitation of the employees, suppliers, vendors and customers of
        a21
        and SuperStock.
 
 On
        October 9, 2006, the Company entered into an advisory agreement with Albert
        H.
        Pleus, pursuant to which Mr. Pleus resigned his position as Chief Executive
        Officer of a21 and all other positions he had with a21 or any of its
        subsidiaries, except that he did not resign from his position as director
        of
        a21. Pursuant to this agreement, Mr. Pleus’ prior employment agreement with a21
        was terminated. Mr. Pleus will receive $150,000 for his services to a21.
        In
        addition, unvested options to purchase 525,000 shares of a21’s common stock were
        deemed vested and unvested options to purchase 325,000 shares of a21’s common
        stock were cancelled, resulting in Mr. Pleus owning vested options to purchase
        an aggregate of 1,125,000 shares, including 600,000 previously vested from
        a
        grant in 2005. The exercise period of all vested options was extended to
        January
        31, 2008 and he was granted the right to exercise all vested options on a
        cashless basis. The advisory agreement has a term of twelve months, however
        due
        to the nature of its terms, the cash to be paid for services, and the estimated
        incremental fair value resulting from the modifications to the stock options
        will be recorded as consulting expense during the quarter ended December
        31,
        2006.
  F-32
  
 **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS**
 
 *The
        following discussion should be read in conjunction with the information
        contained in our condensed consolidated financial statements and the notes
        thereto appearing elsewhere herein and in conjunction with the Management’s
        Discussion and Analysis set forth in our Annual Report on Form 10-KSB/A for
        the
        year ended December 31, 2005.*
 
 **PRELIMINARY
        NOTE REGARDING FORWARD-LOOKING STATEMENTS**
 
 The
        statements contained in this Form 10-QSB that are not purely historical are
        forward-looking statements within the meaning of Section 27A of the Securities
        Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
        1934,
        as amended. These include statements about our expectations, beliefs, intentions
        or strategies for the future, which are indicated by words or phrases such
        as
“anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management
        believes” and similar words or phrases. The forward-looking statements are based
        on our current expectations and are subject to certain risks, uncertainties,
        and
        assumptions. Our actual results could differ materially from results anticipated
        in these forward-looking statements. All forward-looking statements included
        in
        this document are based on information available to us on the date hereof,
        and
        we assume no obligation to update any such forward-looking
        statements.
 
 **OVERVIEW**
  Through
        our subsidiary SuperStock, we aggregate visual content from photographers,
        photography agencies, archives, libraries, and private collections and license
        the visual content to our customers. SuperStock’s customer base consists of four
        major groups: creative (advertising and design agencies), editorial (publishing
        and media entities), corporate (in-house communications departments and outside
        corporate communications firms) and consumers (the general public). SuperStock’s
        products are sold directly and through a global network of distributors in
        over
        100 countries. SuperStock’s subsidiary Ingram is a UK-based provider of subscription, CD-ROM
        and individual royalty free images as well as vector graphics and fonts,
        vehicle
        online templates, and print price guides for the worldwide graphics design,
        printing, sign making, advertising and publishing communities. Our subsidiary
        ArtSelect supplies home and office framed and unframed wall décor to retailers,
        catalogers, membership organizations and consumers through both online and
        traditional retail and wholesale distribution channels. We are headquartered
        in
        Jacksonville, Florida, with other operating and sales offices in Iowa, New
        York
        City, and London.
 
 **RECENT
        EVENTS**
  On
        July
        31, 2006, we reincorporated, pursuant to which we changed our state of
        incorporation from Texas to Delaware and increased the number of shares of
        our
        authorized capital stock.
  On
        October 9, 2006, Philip N. Garfinkle resigned his position as a21’s interim
        President and Chief Operating Officer and was appointed a21’s Executive
        Chairman.
  On
        October 9, 2006, we appointed John Z. Ferguson as Chief Executive Officer
        and a
        member of a21’s Board of Directors.
  On
        October 9, 2006, the Company entered into an advisory agreement with Albert
        H.
        Pleus, pursuant to which Mr. Pleus resigned his position as Chief Executive
        Officer of a21 and all other positions he had with a21 or any of its
        subsidiaries, except that he did not resign from his position as director
        of
        a21. Pursuant to this agreement, Mr. Pleus’ prior employment agreement with a21
        was terminated.
 
  2
  **CRITICAL
        ACCOUNTING POLICIES AND ESTIMATES**
 
 This
        discussion and analysis of our financial condition and results of operations
        are
        based on our financial statements that have been prepared under accounting
        principles generally accepted in the United States of America (“GAAP”). The
        preparation of financial statements in conformity with GAAP requires our
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities and the disclosure of contingent assets and liabilities
        at the date of the financial statements and the reported amounts of revenue
        and
        expenses during the reporting period. Actual results could materially differ
        from those estimates. We have summarized significant accounting policies
        in Note
        B to the unaudited condensed consolidated financial statements included in
        this
        quarterly report on Form 10-QSB.
 
 **RESULTS
        OF OPERATIONS**
 
 **THREE
        MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED SEPTEMBER
        30,
        2005**
  REVENUES.
        Revenues were $5.9 million for the three months ended September 30, 2006
        compared to $2.1 million for the same prior year period. Approximately 76%
        of
        the increase was attributable to the ArtSelect acquisition, which occurred
        on
        May 15, 2006, approximately 16% of the increase was attributable to the Ingram
        acquisition, which occurred during October 2005, with the balance of the
        increase attributed to organic growth in the SuperStock business.
  COST
        OF
        REVENUES. Cost of revenues was $2.3 million for the three months ended September
        30, 2006 compared to $669,000 the same prior year period. Approximately 85%
        of
        the increase was attributable to the ArtSelect acquisition, approximately
        10% of
        the increase was attributable to the Ingram acquisition, with the balance
        of the
        increase attributed to organic growth in the SuperStock business.
  As
        a
        percentage of revenues, cost of sales was 38% and 29% for the three months
        ended
        September 30, 2006 and 2005, respectively. The increase in cost of sales
        percentage reflects the weighted impact of higher variable cost for ArtSelect’s
        r aw
        materials including prints, mats, frames, molding, and packaging material
        as
        well as shipping and handling costs. Cost of
        sales as a percentage of revenues may also vary in any period depending on
        SuperStock’s relative mix of stock photography distributed that is either
        licensed from third parties or owned by us.
  SELLING,
        GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses were $3.5 million for the
        three months ended September 30, 2006 compared to $1.9 million for the same
        prior year period.
  Approximately
        45% of the increase was attributable to the ArtSelect acquisition, approximately
        19% of the increase was attributable to the Ingram acquisition, approximately
        5%
        of the increase was attributable to the adoption of SFAS 123(R), which we
        adopted effective January1, 2006, with the balance of the increase attributed
        to
        higher corporate costs including legal and audit fees incurred to support
        our
        corporate governance and regulatory compliance requirements. In
        accordance with the modified prospective transition method, our condensed
        consolidated statement of operations for the three months ended September
        30,
        2005 has not been restated to reflect, and does not include, the impact of
        SFAS
        123(R).
  DEPRECIATION
        AND AMORTIZATION. Depreciation and amortization was $789,000 for the three
        months ended September 30, 2006 compared to $363,000 for the same prior year
        period. The increase was primarily attributable to incremental depreciation
        and
        amortization expense during the three months ended September 30, 2006 resulting
        from the ArtSelect and Ingram acquisitions.
  3
  INTEREST
        EXPENSE. Interest expense was $448,000 for the three months ended September
        30,
        2006 compared to $316,000 for the same prior year period reflecting higher
        outstanding debt during the three months ended September 30, 2006 compared
        to
        the same prior year period.
  OTHER
        EXPENSE, NET. Other expense, net was $9,000 for the three months ended September
        30, 2006 compared to $204,000 for the same prior year period. Other expense,
        net
        for the three months ended September 30, 2006 includes $102,000 of interest
        income earned on cash balances.
  DEEMED
        DIVIDEND. During May 2006, we issued
        convertible preferred stock as partial consideration for the Art Select
        acquisition. Because of the trading price of a21 common stock on that date
        of
        $0.83 exceeding the stated conversion price of $0.75, we have recognized
        a
        deemed dividend of $336,000 during the three months ended September 30, 2006
        when the share authorization contingency was met.
  NET
        LOSS
        ATTRIBUTED TO COMMON STOCKHOLDERS. Net loss attributed to common stockholders
        was $1.4 million or $0.02 per share, for the three months ended September
        30,
        2006 compared to net loss of $1.3 million, or $0.03 per share, for the same
        prior year period.
  **NINE
        MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
        2005**
  REVENUES.
        Revenues were $13.4 million for the nine months ended September 30, 2006
        compared to $6.7 million for the same prior year period. Approximately 66%
        of
        the increase was attributable to the ArtSelect acquisition, approximately
        14% of
        the increase was attributable to the Ingram acquisition, with the balance
        of the
        increase attributed to organic growth in the SuperStock business.
  COST
        OF
        REVENUES. Cost of revenues was $4.9 million for the nine months ended September
        30, 2006 compared to $2.1 million for the same prior year period. Approximately
        74% of the increase was attributable to the ArtSelect acquisition, approximately
        14% of the increase was attributable to the Ingram acquisition, with the
        balance
        of the increase attributed to organic growth in the SuperStock business.
  As
        a
        percentage of revenues, cost of sales was 36% and 31% for the nine months
        ended
        September 30, 2006 and 2005, respectively. The increase in cost of sales
        percentage reflects the weighted impact of higher variable cost for ArtSelect’s
        r aw
        materials and shipping costs.
  SELLING,
        GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses were $10.1 million for
        the nine months ended September 30, 2006 compared to $5.1 million for the
        same
        prior year period.
  Approximately
        46% of the increase was attributable to the ArtSelect acquisition, approximately
        15% of the increase was attributable to the Ingram acquisition, approximately
        16% of the increase was attributable to the adoption of SFAS 123(R), with
        the
        balance of the increase attributed to higher corporate costs including legal
        and
        audit. In
        accordance with the modified prospective transition method, our condensed
        consolidated statement of operations for the nine months ended September
        30,
        2005 has not been restated to reflect, and does not include, the impact of
        SFAS
        123(R).
  DEPRECIATION
        AND AMORTIZATION. Depreciation and amortization was $2.2 million for the
        nine
        months ended September 30, 2006 compared to $1.1 million for the same prior
        year
        period. The increase was primarily attributable to incremental depreciation
        and
        amortization expense (primarily of intangible assets) during the nine months
        ended September 30, 2006 resulting from the ArtSelect and Ingram
        acquisitions.
  INTEREST
        EXPENSE. Interest expense was $1.2 million for the nine months ended September
        30, 2006 compared to $1.0 million for the same prior year period. Interest
        expense for the nine months ended September 30, 2006 reflects higher outstanding
        debt during the three months ended September 30, 2006 compared to the same
        prior
        year period. Interest expense for the nine months ended September 30, 2005
        included incremental amortization of finance costs.
  4
   WARRANT
        EXPENSE. Pursuant to the provisions of Emerging Issues Task Force No. 00-19,
        “Accounting for Derivative Financial Instruments Indexed to, and Potentially
        Settled in, A Company’s Own Stock” (“EITF 00-19”), during 2005, we recorded the
        value of certain February 2005 warrants as a current liability, with subsequent
        changes in fair value to be reflected in the condensed consolidated statement
        of
        operations. The classification of the warrants was determined based upon
        the
        terms of the warrants relative to registration rights and because the terms
        did
        not include a liquidated damages provision. The change in valuation resulting
        in
        expense of $108,000, was offset by $46,000 of income resulting from the excess
        of the fair value of $261,000 of warrants canceled as part of the $15.5 million
        financing in exchange for $215,000 of such debt, which resulted in net expense
        of $62,000 for the nine months ended September 30, 2006, recorded as
        non-operating warrant expense.
  OTHER
        EXPENSE, NET. Other expense, net was $31,000 for the nine months ended September
        30, 2006 compared to $717,000 for the same prior year period. Other expense,
        net
        for the nine months ended September 30, 2006 includes $113,000 of interest
        income earned on cash balances. Other expense, net for the same prior year
        period includes $371,000 loss on the extinguishment of the convertible
        subordinated notes payable.
 
 DEEMED
        DIVIDEND. On March 6, 2006, we received $1.2 million in connection with the
        exercise of warrants to purchase 4,000,000 shares of a21’s common stock. In
        connection with the exercise of the warrants, we set the exercise price of
        the
        warrants to $0.30 per unregistered share, which is approximately 10% less
        than
        what the exercise price would have been pursuant to the original terms of
        the
        warrants, but higher than the minimum $0.25 per unregistered share as stated
        in
        the warrant modification agreement. This accommodation was granted by us
        in
        order to facilitate the transaction. As a result of the repricing of the
        warrants, we recorded a deemed dividend of $157,000, increasing the net loss
        attributed to common stockholders.
  During
        May 2006, we issued convertible preferred
        stock as partial consideration for the Art Select acquisition. Because of
        the
        trading price of a21 common stock on that date of $0.83 exceeding the stated
        conversion price of $0.75, we have recognized a deemed dividend of $336,000
        during the nine months ended September 30, 2006, when the share authorization
        contingency was met.
  NET
        LOSS
        ATTRIBUTED TO COMMON STOCKHOLDERS. Net loss attributed to common stockholders
        was $5.6 million or $0.07 per share, for the nine months ended September
        30,
        2006 compared to net loss of $3.3 million, or $0.08 per share, for the same
        prior year period.
  **LIQUIDITY
        AND CAPITAL RESOURCES**
  As
        of
        September 30, 2006, we had $6.2 million of cash and cash equivalents and
        working
        capital of $5.8 million, compared to $1.2 million in cash and cash equivalents
        and working capital deficit of $946,000 at December 31, 2005. The increase
        in
        cash is primarily due to the net proceeds from Convertible Debt Financing
        offset
        by the cash used to acquire ArtSelect and cash used in operations during
        the
        nine months ended September 30, 2006.
  Net
        cash
        used in operating activities for the nine months ended September 30, 2006
        was
        $2.0 million, compared to net cash used in operating activities of $1.5 million
        for nine months ended September 30, 2005. The net cash used in operating
        activities during the nine months ended September 30, 2006 was due primarily
        to
        the net loss of $5.1 million adjusted $2.2 million for depreciation and
        amortization, $778,000 for stock compensation, and an increase in accounts
        payable and accrued expenses of $621,000 offset by an increase in prepaid
        expenses and other current assets of $528,000 and an increase of accounts
        receivable of $272,000. Net cash used in operating activities in the nine
        months
        ended September 30, 2005 was due primarily to the net loss of $3.3 million
        and
        the increase of accounts receivable of $331,000 adjusted for $1.1 million
        of
        depreciation and amortization, $371,000 for loss on extinguishment of debt
        and
        $397,000 compensation for the issuance of restricted stock.
  Net
        cash
        used in investing activities for the nine months ended September 30, 2006
        was
        $6.3 million, compared to net cash used in investing activities the nine
        months
        ended September 30, 2005 of $356,000. Net cash used in investing activities
        for
        the nine months ended September 30, 2006 was primarily due to $4.5 million
        used
        as partial consideration of the ArtSelect acquisition and $750,000 used to
        secure a lease security deposit. Net cash used in investing activities in
        the
        nine months ended September 30, 2005 was primarily due to investments in
        building, property, and equipment.
  5
  Net
        cash
        provided by financing activities for the nine months ended September 30,
        2006
        was $13.4 million, compared to net cash provided by financing activities
        of $2.2
        million for the same prior year period. Net cash provided by financing
        activities for the nine months ended September 30, 2006 resulted substantially
        from the $15.3 million Senior Convertible debt financing offset by repayments
        of
        $3.3 million of outstanding debt. In addition, we realized proceeds of $1.2
        million during the nine months ended September 30, 2006 upon the exercise
        of
        stock warrants. Net cash provided by financing activities in the nine months
        ended September 30, 2005 was mainly due to the new $2.3 million senior secured
        notes payable offset by the retirement of the $1.3 million convertible
        subordinated notes payable and $1.2 million in proceeds from the issuance
        of
        common stock.
  We
        have
        sustained significant recurring losses and at September 30, 2006 had an
        accumulated deficit of $19.7 million that raise substantial doubt about our
        ability to continue as a going concern and as such caused our independent
        registered public accounting firm to include a going concern explanatory
        paragraph in their report in connection with their audit of our consolidated
        financial statements for the year ended December 31, 2005. We will need to
        raise
        cash from equity and debt financings to fund any additional acquisitions,
        and
        may need to raise cash in such manner to fund our operations. If we are unable
        to secure the required funding, we may not be able to implement our business
        plan and may not be able to conduct business as a going concern. See Note
        J of
        our Unaudited Notes to Condensed Consolidated Financial Statements contained
        in
        Item 1, describing the April 2006 $15.5 million financing. At September 30,
        2006, we had cash of $6.2 million and working capital of $5.8
        million.
 
 **OFF
        BALANCE SHEET ARRANGEMENTS**
 
 We
        have
        not entered into any off balance sheet arrangements as of September 30,
        2006.
 
 **ITEM
        3. CONTROLS AND PROCEDURES**
 
 **EVALUATION
        OF DISCLOSURE CONTROLS AND PROCEDURES**
 
 Under
        the
        supervision and with the participation of our management, including our
        principal executive officer and the principal financial officer, we conducted
        an
        evaluation of the effectiveness of the design and operation of our disclosure
        controls and procedures as of the end of the period covered by this report
        (the
“Evaluation Date”). Based on this evaluation, our principal executive officer
        and principal financial officer concluded as of the Evaluation Date that
        our
        disclosure controls and procedures were effective at ensuring that the material
        information required to be disclosed in the Exchange Act reports is recorded,
        processed, summarized and reported as required in applicable SEC rules and
        forms
        except as described below.
 
 During
        2006, we have had deficiencies in our disclosure controls which constitute
        a
        material weakness in the design or operation of internal controls that could
        adversely affect our ability to ensure that the material information required
        to
        be disclosed in the Exchange Act reports is recorded, processed, summarized
        and
        reported as required in applicable SEC rules and forms. The material weakness
        identified pertains specifically to complex accounting for certain warrants,
        and
        accounting for stock based compensation under new accounting rules effective
        January 1, 2006.
 
 Because
        of the ArtSelect acquisition, we have assumed the respective integration
        of
        financial controls and reporting requirements of that subsidiary. We have
        further enhanced our internal resources and processes around our internal
        control over financial reporting by adding key staff and documenting financial
        close and reporting plan process during the period ending September 30,
        2006.
 
 There
        were no other changes in our internal control over financial reporting
        identified in connection with management’s evaluation of the effectiveness of
        our internal control over the financial reporting that have materially affected,
        or are reasonably likely to materially affect, our internal control over
        financial reporting.
 
  6
  **PART
        II - OTHER INFORMATION ITEM**
 
 **ITEM
        1. LEGAL PROCEEDINGS**
 
 We
        are
        involved in various claims and lawsuits in the ordinary course of business.
        Management believes that there are no such matters outstanding that would
        have a
        material adverse effect on our results of operations and financial position.
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 On
        June
        19, 2006 a21 issued options to purchase 400,000 shares of common stock to
        Philip
        N. Garfinkle, an officer and director of a21 in consideration for services
        to be
        rendered by Mr. Garfinkle to a21. No fees were paid to any party in connection
        with the issuance of such securities. We issued the foregoing securities
        in
        reliance on Section 4(2) of the Securities Act, based on the identity and
        number
        of investors.
 
 On
        October 6, 2006 a21 issued an aggregate of 111,000 shares of restricted stock
        to
        four of its directors, in consideration for services rendered by such directors
        to a21. No fees were paid to any party in connection with the issuance of
        such
        securities. We issued the foregoing securities in reliance on Section 4(2)
        of
        the Securities Act, based on the identity and number of investors.
 
 On
        October 9, 2006 a21 issued 500,000 shares of restricted stock and options
        to
        purchase 500,000 shares of stock to John Ferguson, an officer and director
        of
        a21 in consideration for services to be rendered by Mr. Ferguson to a21.
        The
        options are exercisable at $0.275 per share and options to purchase 62,500
        shares and 62,500 restricted shares will vest on the six month anniversary
        of
        the effective date of Mr. Ferguson’s employment agreement and the remainder of
        the options will vest in forty-two equal monthly installments on the first
        day
        of each month thereafter such that all of such options and restricted stock
        will
        be vested by the forty-eight month anniversary of the date of the employment
        agreement. No fees were paid to any party in connection with the issuance
        of
        such securities. We issued the foregoing securities in reliance on Section
        4(2)
        of the Securities Act, based on the identity and number of
        investors.
 
 On
        October 9, 2006 a21 issued 500,000 shares of restricted stock and options
        to
        purchase 500,000 shares of stock to Philip N. Garfinkle, an officer and director
        of a21 in consideration for services to be rendered by Mr. Garfinkle to a21.
        The
        options are exercisable at $0.275 per share and options to purchase 62,500
        shares and 62,500 restricted shares will vest on the six month anniversary
        of
        the effective date of Mr. Garfinkle’s employment agreement and the remainder of
        the options will vest in monthly installments on the first day of each month
        thereafter such that all of such options and restricted stock will be vested
        by
        December 31, 2007, the termination date of the employment agreement. No fees
        were paid to any party in connection with the issuance of such securities.
        We
        issued the foregoing securities in reliance on Section 4(2) of the Securities
        Act, based on the identity and number of investors.
 
 On
        October 9, 2006 a21 issued an aggregate of 290,908 shares of restricted stock
        to
        its four non-employee directors, in consideration for services to be rendered
        by
        such directors to a21. No fees were paid to any party in connection with
        the
        issuance of such securities. We issued the foregoing securities in reliance
        on
        Section 4(2) of the Securities Act, based on the identity and number of
        investors.
 
 On
        October 26, 2006 a21 issued an aggregate of 275,000 shares of restricted
        stock
        to Thomas Costanza, an officer of a21 in consideration for services to be
        rendered by Mr. Costanza to a21. No fees were paid to any party in connection
        with the issuance of such securities. We issued the foregoing securities
        in
        reliance on Section 4(2) of the Securities Act, based on the identity and
        number
        of investors.
  7
  **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
 
 None
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 On
        or
        about September 8, 2006, we distributed our Definitive Proxy Statement and
        Annual Report to Stockholders to each stockholder of record as of August
        2,
        2006, for our Annual Meeting of Stockholders held on September 28, 2006 at
        9:00
        a.m. local time (the “Annual Meeting”). At the Annual Meeting, the stockholders
        were asked to consider one proposal. According to the Inspector’s Report,
        58,751,567 or 70.5% of the total number of shares outstanding were cast at
        the
        meeting including 57,465,249 in proxy and 4,286,318 in person.
  The
        first
        and only proposal involved the election of directors. The existing Board
        of
        Directors (the “Board”) nominated five nominees recommended by the Nominating
        Committee of the Board, all of whom were then serving as our directors. The
        nominees of the Board were all re-elected and the voting results were as
        follows:
  **Name**
              
              **Votes**
                **For**
              
              **Votes**
                **Withheld**Philip
                  N. Garfinkle
              
              
              54,220,100
              
              
              4,531,467Albert
                  H. Pleus
              
              
              54,220,100
              
              
              4,531,467Laura
                  Sachar
              
              
              54,676,428
              
              
              4,075,139A.
                  D. “Bud” Albers
              
              
              54,676,428
              
              
              4,075,139C.
                  Donald Wiggins
              
              
              54,676,428
              
              
              4,075,139
 
 **ITEM
        5. OTHER INFORMATION**
 
 Below
        is
        a description of a21’s securities, after taking into effect a21’s incorporation
        in Delaware:
 
 The
        authorized capital stock of a21 consists of 200,000,000 shares of common
        stock,
        $0.001 par value, 88,755,529 and 85,075,754 shares of which are issued and
        outstanding, respectively, and 100,000 shares of undesignated preferred stock,
        $0.001 par value, none of which is issued and outstanding.
 
 **Common
        Stock**
 
 The
        holders of a21's common stock are entitled to one vote per share on all matters
        submitted to a vote of a21's stockholders. Accordingly, the holders of a
        majority of the combined number of outstanding shares of common stock and
        a21's
        preferred stock entitled to vote in any election of directors may elect all
        of
        the directors standing for election.
 
 Holders
        of common stock are entitled to receive ratably such dividends, if any, as
        may
        be declared by a21's Board of Directors out of legally available funds, subject
        to any preferential dividend rights of outstanding preferred stock. Upon
        a
        liquidation, dissolution or winding up of a21, the holders of common stock
        are
        entitled to receive ratably the net assets of a21 available after the payment
        of
        all debts and other liabilities and subject to the prior rights of any
        outstanding preferred stock. The holders of a21's common stock have no
        preemptive, subscription, redemption or conversion rights.
 
 **Preferred
        Stock**
 
 There
        are
        100,000 shares of undesignated preferred stock authorized, no shares of which
        are issued or outstanding. Shares of preferred stock may be issued from time
        to
        time in one or more series, the shares of each series to have such designations,
        preferences, limitations, and relative rights, including voting rights, as
        shall
        be adopted by a21's Board of Directors.
  8
 
 **Anti-Takeover
        Provisions**
 
 Some
        of
        the provisions of a21's Certificate of Incorporation, as amended (the
        "Certificate of Incorporation"), and Bylaws, may be deemed to have an
        anti-takeover effect and may delay, defer or prevent a tender offer or takeover
        attempt that a stockholder of a21 might consider to be in that stockholder's
        best interest, including attempts that might result in a premium over the
        market
        price for the shares held by a21's stockholders.
 
 Under
        the
        terms of a21's Articles of Incorporation, a21's Board of Directors may issue
        additional shares of common stock or establish one or more series of preferred
        stock having the number of shares, designations, relative voting rights,
        dividend rates, liquidation and other rights, preferences and limitations
        that
        a21's Board of Directors fixes without stockholder approval.
 
 Any
        additional issuance of common stock or designation of rights, preferences,
        privileges and limitations with respect to preferred stock could have the
        effect
        of impeding or discouraging the acquisition of control of a21 by means of
        a
        merger, tender offer, proxy contest or otherwise and thereby protect the
        continuity of a21's management. Specifically, if in the due exercise of its
        fiduciary obligations, a21's Board of Directors were to determine that a
        takeover proposal was not in a21's best interest, shares could be issued
        by the
        Board of Directors without stockholder approval in one or more transactions
        that
        might prevent or render more difficult or costly the completion of the takeover
        transactions by diluting the voting or other rights of the proposed acquiror
        or
        insurgent stockholder group, by putting a substantial voting block in
        institutional or other hands that might undertake to support the position
        of the
        incumbent Board of Directors, by effecting an acquisition that might complicate
        or preclude the takeover, or otherwise.
 
 Under
        a21's Bylaws, special meetings of stockholders generally can be called only
        by
        a21's Chairman, Chief Executive Officer or its Board of Directors. Therefore,
        a21’s stockholders would not be able to call a special meeting of a21’s
        stockholders if a21’s Chairman, Chief Executive Officer or Board of Directors
        chose not to.
  9
 
 **ITEM
        6. EXHIBITS**
 
 The
        following exhibits are filed as part of this report:
 
 **EXHIBIT****NUMBER**
              ****
              **DESCRIPTION**3.1
                  (1)
              
              Certificate
                  of Merger of a21, Inc. with and into a21, Inc., dated July 31,
                  2006.10.1
                  (2)
              
              Employment
                  Agreement between a21, Inc. and John Z. Ferguson, dated as of October
                  9,
                  200610.2
                  (2)
              
              Employment
                  Agreement between a21, Inc. and Philip N. Garfinkle, dated as of
                  October
                  9, 200631.1
              
              Certification
                  Of Chief Executive Officer Pursuant To Rule 13A-14[A] Of The Securities
                  Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The
                  Sarbanes-Oxley Act Of 200231.2
              
              Certification
                  Of Chief Financial Officer Pursuant To Rule 13A-14[A] Of The Securities
                  Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The
                  Sarbanes-Oxley Act Of 200232.1
              
              Certification
                  Of Principal Executive Officer And Principal Financial Officer
                  Pursuant To
                  18 U.S.C.1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
                  Act Of 2002
 
 (1)
        Incorporated by reference to our Annual Report on Form 8-K dated July 31,
        2006.
 (2)
        Incorporated by reference to our Annual Report on Form 8-K dated September
        28,
        2006.
 
  10
  **SIGNATURES**
 
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, the
        registrant has duly caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized.
 
 **a21,
                  Inc.**Date:
                  November 20, 2006
              By:
                  /s/ JOHN Z. FERGUSONJohn
                  Z. Ferguson
                Chief
                  Executive Officer
                (Principal
                  Executive Officer)Date:
                  November 20, 2006
              By:
                  /s/ THOMAS COSTANZAThomas
                  Costanza
                Vice
                  President and Chief Financial Officer
                (Principal
                  Financial Officer)
 
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