**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**** **FORM
      10-QSB/A**


**(Amendment
      No. 1)**








**[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      Quarterly Period ended: March 31, 2005





OR





**[
      ] TRANSITION 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.**
 (Name
        of
        Small Business Issuer in its Charter)
 
 TEXAS
              74-2896910(State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              (I.R.S.
                  Employer
                Identification
                  Number)





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


(Principal
      Executive Office)





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





**SECURITIES
      REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE**





**SECURITIES
      REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common stock, par value $0.001
      per share**





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 [
      ]





There
      were 41,056,237 shares of a21, Inc.'s common stock, par value $0.001 per share,
      outstanding on May 13, 2005.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]










**EXPLANATORY
      NOTE**





The
      purpose of this Amendment No. 1 to Quarterly Report on Form 10-QSB/A is to
      restate the audited financial statements of a21, Inc. (the "Company," "we"
      or
      "our") for the fiscal period ended March 31, 2005, filed with the Securities
      and
      Exchange Commission ("SEC") on May 13, 2005 (i) to reflect additional debt
      discount and additional paid-in capital due to a beneficial conversion feature
      contained in the Company’s convertible subordinated notes (the “Convertible
      Notes”) which were issued in February 2004 in connection with the acquisition of
      SuperStock Inc. and a loss on extinguishment when the Convertible
      Notes were repaid in February 2005; and (ii) to reflect a reduced
      amount of deferred tax liability and goodwill  in conjunction with the
      acquisition of SuperStock, Inc.





The
      Items
      which are amended and restated herein are:





1. 
        Part I, Item 1 - Financial Statements (including applicable
      footnotes);


2.    Part
      I, Item 2 - Management's Discussion and Analysis or Plan of Operation;
      and


3.    Part
      II, Item 6 - Exhibits





Except
      as
      otherwise expressly noted herein, this Amendment No. 1 to Quarterly Report
      on
      Form 10-QSB/A does not reflect events occurring after the May 13, 2005 filing
      of
      our Quarterly Report on Form 10-QSB in any way, except as those required to
      reflect the effects of this restatement of our financial statements for the
      periods presented, as deemed necessary in connection with the completion of
      restated financial statements, or in connection with the appointment of Thomas
      V. Butta as our Chief Financial Officer, in addition to his roles as Vice
      Chairman and President.





The
      remaining Items contained within this Amendment No. 1 to our Quarterly Report
      on
      Form 10-QSB/A consist of all other Items originally contained in our Quarterly
      Report on Form 10-QSB for the quarterly period ended March 31, 2005 in the
      form
      filed with the SEC on May 13, 2005.  These remaining Items are not amended
      hereby, but are included for the convenience of the reader. In order to preserve
      the nature and character of the disclosures set forth in such Items as
      originally filed, except as expressly noted herein, this report continues to
      speak as of the date of the original filing, and we have not updated the
      disclosures in this report to speak as of a later date.  While this
      report
      primarily relates to the historical periods covered, events may have taken
      place
      since the original filing that might have been reflected in this report if
      they
      had taken place prior to the original filing.













**TABLE
                OF CONTENTS**PagePART
                I - FINANCIAL INFORMATIONITEM
                1. FINANCIAL STATEMENTS (unaudited)Condensed
                Consolidated Balance Sheets at March 31, 2005 and December 31,
                2004
            
            1Condensed
                Consolidated Statements of Income for the three months ended March
                31,
                2005 and 2004
            
            3Condensed
                Consolidated Statements of Cash Flows for the three months ended
                March 31,
                2005 and 2004
            
            4Condensed
                Consolidated Statements of Changes in Stockholder’s Equity for the three
                months ended March 31, 2005
            
            6Notes
                to Condensed Consolidated Financial Statements
            
            7ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            
            17ITEM
                3. CONTROLS AND PROCEDURES
            
            18PART
                II - OTHER INFORMATIONITEM
                1. LEGAL PROCEEDINGS
            
            19ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            
            19ITEM
                3. DEFAULTS UPON SENIOR SECURITIES
            
            19ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            19ITEM
                5. OTHER INFORMATION
            
            19ITEM
                6. EXHIBITS
            
            20








**a21,
                      Inc. and Subsidiaries**
                    **CONSOLIDATED
                      BALANCE SHEETS**
                    **($
                      in thousands)**


**March
                31,**
            
            **December
                31,****2005**
            
            **2004****(Unaudited)**(Restated
                - See Note O)ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            850
            
            $
            717Accounts
                receivable, net
            
            
            1,776
            
            
            1,462Prepaid
                expenses and other current assets
            
            
            202
            
            
            200Income
                tax receivable
            
            
            108
            
            
            108Total
                current assets
            
            
            2,936
            
            
            2,487Land
                and building, net
            
            
            7,462
            
            
            7,329Photo
                collection, net
            
            
            2,076
            
            
            2,198Property
                and equipment, net
            
            
            477
            
            
            547Goodwill
            
            
            1,049
            
            
            1,049Contracts
                with photographers
            
            
            1,082
            
            
            1,133Long-term
                notes receivable
            
            
            16
            
            
            18Intangible
                assets, net
            
            
            85
            
            
            92Other
                long-term assets
            
            
            102
            
            
            101Restricted
                cash
            
            
            608
            
            
            600Total
                assets
            
            $
            15,893
            
            $
            15,554LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESCurrent
                portion of loan payable
            
            $
            5
            
            $
            ---Accounts
                payable
            
            
            564
            
            
            872Accrued
                wages and payroll taxes
            
            
            173
            
            
            147Accrued
                interest, current
            
            
            27
            
            
            187Accrued
                purchase price payable
            
            
            201
            
            
            201Current
                portion of promissory note payable
            
            
            33
            
            
            32Royalties
                payable
            
            
            1,100
            
            
            979Total
                current liabilities
            
            
            2,103
            
            
            2,418LONG-TERM
                LIABILITIESPromissory
                note payable, long-term portion
            
            
            33
            
            
            67Other
                long-term liabilities
            
            
            62
            
            
            61Loan
                payable
            
            
            7,453
            
            
            7,458Senior
                secured notes payable, net
            
            
            2,213
            
            
            ---Convertible
                subordinated notes payable
            
            
            ---
            
            
            520Unsecured
                notes payable to others, net
            
            
            1,050
            
            
            1,040Accrued
                interest, long-term
            
            
            137
            
            
            ---Total
                liabilities
            
            
            13,051
            
            
            11,564




-1-


**a21,
                    Inc. and Subsidiaries**
                  **CONSOLIDATED
                    BALANCE SHEETS (Cont')**
                  **($
                    in thousands)**


**March
                  31,**
              
              **December
                  31,****2005**
              
              **2004****(Unaudited)**COMMITMENTS
                  AND CONTINGENCIESMINORITY
                  INTEREST
              
              
              2,800
              
              
              2,800STOCKHOLDERS'
                  EQUITYPreferred
                  stock; $.001 par value; 100,000 shares authorized; no shares issued
                  and
                  outstanding
              
              
              ---
              
              
              ---Common
                  stock; $.001 par value; 100,000,000 shares authorized; 41,816,012shares
                  issued and 38,136,237 shares outstanding at March 31, 2005
                  andDecember
                  31, 2004, respectively
              
              
              42
              
              
              42Treasury
                  stock (at cost, 3,679,775 shares)
              
              
              ---
              
              
              ---Additional
                  paid-in capital
              
              
              10,382
              
              
              10,599Accumulated
                  deficit
              
              
              (10,393
              )
              
              (9,411
              )Accumulated
                  comprehensive income
              
              
              11
              
              
              (40
              )Total
                  stockholders' equity
              
              
              42
              
              
              1,190Total
                  liabilities and stockholders' equity
              
              $
              15,893
              
              $
              15,554
  The
                  accompanying notes are an integral part of these Condensed Consolidated
                  Financial Statements.




-2-




**a21,
                    Inc. and Subsidiaries**
                  **CONSOLIDATED
                    STATEMENT OF OPERATIONS**
                  **($
                    in thousands)**


**Three
                  Months Ended****March
                  31,****2005**
              
              **2004****(Unaudited)**(Restated
                  - See Note O)REVENUE
              
              $
              2,312
              
              $
              798COST
                  OF REVENUE
              
              
              712
              
              
              212GROSS
                  PROFIT
              
              
              1,600
              
              
              586EXPENSESSelling,
                  general and administrative
              
              
              1,566
              
              
              986Depreciation
                  and amortization
              
              
              353
              
              
              99TOTAL
                  OPERATING EXPENSES
              
              
              1,919
              
              
              1,085OPERATING
                  LOSS
              
              
              (319
              )
              
              (499
              )Interest
                  expense, net
              
              
              (397
              )
              
              (140
              )Other
                  expense, net
              
              
              (266
              )
              
              ---NET
                  LOSS
              
              
              (982
              )
              
              (639
              )COMPREHENSIVE
                  LOSSForeign
                  currency translation adjustment
              
              
              51
              
              
              ---TOTAL
                  COMPREHENSIVE LOSS
              
              $
              (931
              )
              $
              (639
              )NET
                  LOSS PER SHARE, BASIC AND DILUTED
              
              $
              (0.03
              )
              $
              (0.02
              )WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARESOUTSTANDING,
                  BASIC AND DILUTED
              
              
              38,136,237
              
              
              25,726,916
  The
                  accompanying notes are an integral part of these Condensed Consolidated
                  Financial Statements.




-3-




**a21,
                        Inc. and Subsidiaries**
                      **CONSOLIDATED
                        STATEMENT OF CASH FLOW**
                      **(Unaudited)**
                      **($
                        in thousands)**


**Three
                    Months Ended****March
                    31,****2005**
                
                **2004**(Restated
                    - See Note O)CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (982
                )
                $
                (639
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Depreciation
                    & amortization
                
                
                353
                
                
                99Amortization
                    of finance costs
                
                
                8
                
                
                40Compensation
                    from the prior issuance of variable options
                
                
                ---
                
                
                305Compensation
                    from the issuance of options
                
                
                ---
                
                
                48Amortization
                    of debt discount related to unsecured notes payable to
                    others
                
                
                10
                
                
                ---Amortization
                    of debt discount related to convertible subordinated notes
                    payable
                
                
                96
                
                
                52Loss
                    on extingushment of debt
                
                
                371
                
                
                ---Deferred
                    income taxes, net
                
                
                ---
                
                
                (9
                )Changes
                    in:Accounts
                    receivable
                
                
                (314
                )
                
                (202
                )Prepaid
                    expenses & other current assets
                
                
                (2
                )
                
                (115
                )Long-term
                    assets
                
                
                2
                
                
                (1
                )Accounts
                    payable and accrued expenses
                
                
                (161
                )
                
                62Accrued
                    interest and other current liabilities
                
                
                (23
                )
                
                23Restricted
                    cash
                
                
                (8
                )
                
                ---NET
                    CASH USED IN OPERATING ACTIVITIES
                
                
                (650
                )
                
                (337
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Investment
                    in acquisition of SuperStock, net of cash balance of SuperStock
                    at
                    dateof
                    acquisition in the amount of $1,151
                
                
                ---
                
                
                (1,400
                )Purchase
                    of fixed assets
                
                
                (236
                )
                
                (96
                )NET
                    CASH USED IN INVESTING ACTIVITIES
                
                
                (236
                )
                
                (1,496
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Lease
                    payments accounted for as repayment of loan payable
                
                
                1
                
                
                ---Net
                    proceeds from senior secured notes payable
                
                
                2,250
                
                
                ---Net
                    proceeds from sale of common stock and warrants
                
                
                ---
                
                
                2,790Proceeds
                    from issuance of unsecured notes payable and warrants
                
                
                ---
                
                
                1,050Proceeds
                    from issuance of convertible subordinated notes payable and
                    warrants
                
                
                ---
                
                
                1,250Repayment
                    of convertible subordinated notes payable
                
                
                (1,250
                )
                
                ---Repayment
                    of revolving credit line
                
                
                ---
                
                
                (1,700
                )Repayment
                    of unsecured notes payable to affiliates
                
                
                ---
                
                
                (75
                )Repayment
                    of promissory note payable
                
                
                (33
                )
                
                ---Principal
                    payment of note payable to bank
                
                
                ---
                
                
                (521
                )NET
                    CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                968
                
                
                2,794
 
 -4-
 **a21,
                        Inc. and Subsidiaries**
                      **CONSOLIDATED
                        STATEMENT OF CASH FLOW**
                      **(Unaudited)**
                      **($
                        in thousands)**
  **Three
                          Months Ended**
                          **March
                            31,****2005**
                      
                      **2004**NET
                          EFFECT OF CUMULATIVE TRANSLATION ADJUSTMENTS
                      
                      $
                      51
                      
                      $
                      1NET
                          INCREASE IN CASH
                      
                      
                      133
                      
                      
                      962CASH
                          AT BEGINNING OF PERIOD
                      
                      
                      717
                      
                      
                      1CASH
                          AT END OF PERIOD
                      
                      $
                      850
                      
                      $
                      963
 SUPPLEMENTAL
                      DISCLOSURE OF CASH FLOW INFORMATION:Income
                      taxes paid
                  
                  $
                  ---
                  
                  $
                  ---Interest
                      paid
                  
                  
                  99
                  
                  
                  11SUPPLEMENTAL
                      DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:Issuance
                      of equity for:Repayment
                      of notes payable to affiliates
                  
                  
                  ---
                  
                  
                  424Issuance
                      of common stock for accrued interest on notes payable to
                      affiliates
                  
                  
                  ---
                  
                  
                  51Issuance
                      of common stock for accrued compensation
                  
                  
                  ---
                  
                  
                  136Issuance
                      of common stock for placement costs in connection with the
                      sale of common
                      stock
                  
                  
                  ---
                  
                  
                  13Issuance
                      of common stock to sellers as part of acquisition cost of
                      SuperStock
                  
                  
                  ---
                  
                  
                  137Debt
                      discount recorded for the issuance of warrants in connection
                      with
                      unsecured note payable and convertible subordinated notes
                      payable
                  
                  
                  ---
                  
                  
                  390Debt
                      discount recorded for the beneficial conversion feature of
                      convertible subordinated notes payable
                  
                  
                  ---
                  
                  
                  1,105Debt
                      discount recorded for the issuance of warrants in connection
                      with senior
                      secured notes payable
                  
                  
                  39
                  
                  
                  ---Issuance
                      of warrants as part of acquisition cost of SuperStock
                  
                  
                  ---
                  
                  
                  83Note
                      payable to sellers on acquisition of SuperStock
                  
                  
                  ---
                  
                  
                  1,576Accrued
                      purchase price payable
                  
                  
                  ---
                  
                  
                  300Accrued
                      acquisition costs
                  
                  
                  ---
                  
                  
                  17Minority
                      interest
                  
                  
                  ---
                  
                  
                  2,800Acquisition
                      of SuperStock (See Note C)
                  
                  
                  ---
                  
                  
                  7,477
 
 The
                      accompanying notes are an integral part of these Condensed
                      Consolidated
                      Financial Statements.
 
 -5-




**a21,
                    Inc. and Subsidiaries**
                  **CONSOLIDATED
                    STATEMENT OF STOCKHOLDERS' EQUITY**
                  **(Unaudited)**
                  **($
                    in thousands)**





COMMON
                  STOCK
              
              TREASURY
                  STOCK
              
              
              
              
              
              ACCUMULATEDADDITIONAL
              
              
              
              OTHERNUMBER
                  OF
              
              
              
              NUMBER
                  OF
              
              
              
              PAID-IN
              
              ACCUMULATED
              
              COMPREHENSIVESHARES
              
              AMOUNT
              
              SHARES
              
              AMOUNT
              
              CAPITAL
              
              DEFICIT
              
              INCOME
              
              TOTALBalance
                  at December 31, 2004
              
              
              41,816
              
              $
              42
              
              
              (3,680
              )
              $
              ---
              
              $
              10,599
              
              $
              (9,411
              )
              $
              (40
              )
              $
              1,190Issuance
                  of warrants to the holders of senior secured notes payable
              
              
              ---
              
              
              ---
              
              
              
              
              
              
              
              
              39
              
              
              
              
              
              
              
              
              39Issuance
                  of warrants to the holders of unsecured notes payable
              
              
              ---
              
              
              ---
              
              
              
              
              
              
              
              
              7
              
              
              
              
              
              
              
              
              7Reduction
                  in additional paid-in capital for beneficial conversion feature
                  in
                  connection with extinguishment of convertible subordinated notes
                  payable
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (263
              )
              
              
              
              
              
              
              
              (263
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (982
              )
              
              
              
              
              (982
              )Other
                  comprehensive loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              51
              
              
              51Balance
                  at March 31, 2005 (Restated - See Note O)
              
              
              41,816
              
              $
              42
              
              
              (3,680
              )
              $
              ---
              
              $
              10,382
              
              $
              (10,393
              )
              $
              11
              
              $
              42
  The
                  accompanying notes are an integral part of these condensed consolidated
                  Financial Statements.




-6-




a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005


**NOTE
      A - FINANCIAL STATEMENT PRESENTATION**





The
      unaudited condensed consolidated financial statements of a21, Inc. and
      subsidiaries (the “Company”) herein 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 the financial position at March
      31, 2005 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
      the Company’s audited financial statements included in the Company’s annual
      report on Form 10-KSB/A for the year ended December 31, 2004 filed with the
      Securities and Exchange Commission.





Through
      February 29, 2004, the Company was considered a development stage enterprise
      in
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7,
“Accounting and Reporting by Development Stage Enterprises.” As a result of its
      acquisition of SuperStock, Inc. and subsidiaries (“SuperStock”) on February 29,
      2004, the Company commenced planned principal operations and as such, it is
      no
      longer considered to be a development stage enterprise in accordance with SFAS
      No. 7.





In
      February 2004, the Company completed the acquisition of SuperStock, Inc. (see
      Note C) and in June 2004, sold SuperStock’s land and building for approximately
      $7.7 million and leased it back (see Note K). The unaudited condensed
      consolidated financial statements of the Company include the accounts of
      SuperStock from the acquisition date of February 29, 2004. The minority interest
      in the condensed consolidated balance sheet at March 31, 2005, represents the
      interest of the holders of preferred shares of SuperStock, which are
      exchangeable into common shares of the a21, Inc. The minority interest was
      valued at the estimated market value of the a21, Inc. shares at the acquisition
      date as if exchanged.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company has sustained
      recurring losses and at March 31, 2005 had an accumulated deficit of $10,232,000
      and working capital of $833,000. The Company has sustained operations by raising
      capital through the private placement of common stock, convertible debt and
      other debt and through the sale of assets. In February, 2005, the Company
      completed a debt financing that yielded $1,000,000, net of retirement of prior
      debt. The Company is planning to raise additional capital from time to time
      to
      reduce its debt, provide working capital for operations, and to provide capital
      for acquisitions. The Company plans to raise capital through the issuance of
      debt, equity or other potential transactions, depending upon which is available
      and provides the most favorable terms for the Company. There is no guarantee
      that management will be successful in closing any debt or equity financings.
      If
      the Company is unable to raise additional capital, then the Company may not
      be
      able to fully execute its business plan.





**NOTE
      B - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





[1]
      Nature of Business:





The
      Company licenses and acquires stock photography for worldwide distribution
      to
      advertisers and publishers through sublicense and license
      agreements.





[2]
      Principles of consolidation:





The
      consolidated financial statements include the accounts of the Company and its
      subsidiaries, including the accounts of SuperStock from the acquisition date
      of
      February 29, 2004. The minority interest in the consolidated balance sheet
      at
      March 31, 2005 represents the interest of the holders of preferred shares of
      SuperStock, which are exchangeable into common shares of a21, Inc. The minority
      interest was valued at the estimated market value of the a21, Inc. common shares
      at the acquisition date as if exchanged. All significant intercompany balances
      and transactions have been eliminated.





[3]
      Revenue recognition:





The
      license fees earned by the Company from reproductions are affected by the manner
      in which they are used by clients. 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. Revenue is recorded at invoiced amounts except
      in
      the case of licensing rights through distributors, where revenue is recorded
      at
      the Company’s share of invoiced amounts. Distributors typically earn and retain
      a percentage of the license fee according to their contract, and the Company
      recognizes the remaining percentage as revenue.





[4]
      Cost
      of revenue:





Cost
      of
      revenue reflects royalties on revenue generated from images licensed by the
      Company under contracts with photographers. Royalties are expensed in the period
      that they are incurred.





[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 represents sensitive
      estimates subject to change.





-7-




a21,
                    Inc. and Subsidiaries (Unaudited)
                  Notes
                    to Condensed Consolidated Financial Statements
                  March
                    31, 2005


[6]
      Fair
      value of financial instruments:





Financial
      instruments consist primarily of cash, 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 the Company. The fair
      value
      of the Company's notes payable to an affiliated company are not reasonably
      determinable based on the related party nature of the transactions.





**** [7]
      Cash
      and cash equivalents:





The
      Company considers all highly liquid debt instruments purchased with an original
      maturity of three months or less to be cash equivalents. At March 31, 2005,
      the
      Company had no investments with maturities greater than three months. Cash
      excludes funds to secure a letter of credit in the amount of $608,000 as of
      March 31, 2005, which the Company is required to maintain in accordance with
      its
      lease agreement for the SuperStock facility (see Note M).





[8]
      Foreign Currency Translation:





The
      Company’s U.K. and Canada operations use the U.S. dollar as the
      functional currency. As such, its monetary assets and liabilities are translated
      into U.S. dollars at current exchange rates.





[9]
      Land
      and Building:





Land
      and
      building, which were sold and leased back in a transaction accounted for as
      a
      financing (see Note K); the building is being depreciated over the twenty-year
      term of the related lease.





[10]
      Property and equipment:





Property
      and equipment are recorded at cost. Expenditures for major additions and
      betterments are capitalized. Maintenance and repairs are charged to operations
      as incurred. Depreciation of property and equipment is computed using the
      straight-line method over the assets' estimated lives ranging from three to
      seven years. 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.





[11]
      Photo collection:





In
      connection with the acquisition of SuperStock, $2,607,000 was allocated to
      the
      photo collection. Expenditures for additions and betterments to the 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 form the accounts and any gain or loss is reflected
      in
      operations. At March 31, 2005, the net book value of the photo collection
      included fine art and vintage images of $696,000 and contemporary images of
      $1,380,000.




[12]
      Goodwill:





The
      Company has adopted Statement of Financial Accounting Standards (SFAS) No.
      142,
“Goodwill and Other Intangible Assets”. This statement requires the Company to
      test the goodwill balance for impairment annually and between annual tests
      in
      certain circumstances. When assessing impairment, the Company must estimate
      the
      implied fair value of the goodwill. The Company estimated the implied fair
      value
      based on a discounted cash flow model that 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. As circumstances change,
      it is reasonably possible that future goodwill impairment tests could result
      in
      a loss on impairment of assets, which could be included in the determination
      of
      net income/ (loss). SFAS 142 also requires that intangible assets with definite
      lives be amortized over their estimated useful life and reviewed for impairment
      in accordance with SFAS 144. Intangible assets with definite lives are amortized
      using the straight line method over their expected useful life of four
      years.





[13]
      Long-lived assets:





The
      Company evaluates its long-lived assets in accordance with Statement of
      Financial Accounting Standards ("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. The Company estimated the implied fair value based
      on a
      discounted cash flow model that 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.





[14]
      Income taxes:





The
      Company accounts for income taxes in accordance with SFAS No.109, "Accounting
      for Income Taxes." SFAS No. 109 requires the recognition of deferred tax assets
      and liabilities for both the expected impact of differences between the
      financial statements and tax base of assets and liabilities, and for the
      expected future tax benefit to be derived from tax loss and tax credit
      carryforwards. SFAS No. 109 additionally requires the establishment of a
      valuation allowance to reflect the likelihood of realization of deferred tax
      assets. Deferred
      tax assets are reduced, if necessary, 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.





-8-


a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005
  [15]
      Net
      income (loss) per share:





The
      Company calculates net income (loss) 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 statements
      of operations. Basic income (loss) per share is computed by dividing the net
      income (loss) by the weighted average number of shares of common stock
      outstanding during each period. Diluted income (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 months ended March 31, 2005 and 2004,
      the
      basic and diluted net loss per share is the same since the effect from the
      potential exercise of 36,053,740 and 33,092,590 outstanding stock options and
      warrants as of March 31, 2005 and 2004, respectively, would have been
      anti-dilutive. In addition, 5,000,151 shares of common stock issuable upon
      the
      exchange of the seller’s non-voting participating preferred stock (see Note C)
      have been excluded for the three months ended March 31, 2005.





[16]
      Stock-based compensation:





The
      Company accounts for stock-based employee compensation under Accounting
      Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
      Employees," and related interpretations. The Company has adopted the
      disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
      Compensation," and SFAS No. 148, "Accounting for Stock-Based Compensation -
      Transition and Disclosure." The following table illustrates the effect on net
      loss and loss per share for the three months ended March 31, 2005 and 2004
      if
      the fair value based method had been applied to all awards.








**$
                in thousands, except per share amounts**
            
            **Three
                Months Ended March 31,****2005**
            
            **2004**(Restated)Reported
                net loss
            
            $
            (982
            )
            $
            (639
            )Stock
                based employee compensation included in net loss
            
            
            ---
            
            
            305Stock-based
                employee compensation determined under the fair value based method,
                net of
                tax effect
            
            
            (79
            )
            
            (19
            )Pro
                forma net loss
            
            $
            (1,061
            )
            $
            (353
            )Loss
                per share - basic and dilutedAs
                reported
            
            $
            (0.03
            )
            $
            (0.02
            )Pro
                forma
            
            $
            (0.03
            )
            $
            (0.01
            )








The
      fair
      value of each option is measured at the grant date using the Black-Scholes
      option-pricing model with the following weighted average assumptions used for
      stock options granted during the three months ended March 31, 2005 and 2004:
      annual dividends of $0.00; expected volatility of 80%; risk free interest rate
      of 3.00%, and an expected life of five years.





Compensation
      expense of zero and $305,000 was recorded in the consolidated statements of
      operations for the three months ended March 31, 2005 and 2004, respectively,
      pursuant to variable accounting for certain options.





[17]
      Advertising:





Advertising
      expenses were $102,000 and $52,000 for the three months ended March 31, 2005
      and
      March 31, 2004, respectively. Advertising costs are charged to expense as
      incurred.





**NOTE
      C - ACQUISITION OF SUPERSTOCK, INC.**





In
      February 2004, the Company completed the acquisition of all of the voting common
      stock, representing 83% of the outstanding equity, of SuperStock, Inc., a
      licensor of stock images to the advertising, media and publishing industries.
      SuperStock's primary assets included a collection of images that it either
      owns
      or licenses from third parties, an approximately 73,000 square foot facility
      in
      Jacksonville, Florida (which the Company, through our SuperStock subsidiary,
      sold and leased back from the buyer), receivables from its customers and cash.





In
      consideration for the sale and purchase of the common stock of SuperStock,
      the
      sellers received 1,666,717 shares of non-voting participating preferred stock
      (the “Seller Preferred”) of SuperStock which is exchangeable into 5,000,151
      shares of the Company’s common stock, $2.6 million in cash and a 14 month
      secured note in the amount of $1.6 million that initially pays an interest
      rate
      of LIBOR plus 1.9% per annum. In addition, we granted warrants to the sellers
      to
      purchase 160,000 shares of our common stock at $0.56 per share and issued to
      the
      sellers and their advisors 573,589 shares of our common stock for $150,000
      consideration. Final adjustments were made to the purchase price upon
      finalization of SuperStock's closing balance sheet pursuant to which we agreed
      to pay $100,000 to the sellers in three installments. The first installment
      was
      paid upon the signing of the final agreement, the second installment is due
      on
      March 1, 2006 and the third installment is due on March 1, 2007. The deferred
      payments due March 1, 2006 and March 1, 2007 in the form of a promissory note
      bear interest at the rate of five percent per annum commencing on March 1,
      2005
      until paid in full. As part of the original purchase agreement, the sellers
      may
      also receive up to $1.5 million should SuperStock achieve certain revenue
      milestones during the four year period after closing, of which the estimated
      payment for the first year (March 1, 2004 through February 28, 2005) is expected
      to be about $201,000, which was accrued as a cost of the
      acquisition.





-9-


a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005
  In
        addition, the Company repaid a $1.7 million credit facility of SuperStock
        and
        paid down $500,000 of a note secured by a first mortgage on the SuperStock
        Facility. This reduced the principal balance on the note secured by a first
        mortgage to $4.0 million at an interest rate of LIBOR plus 1.9% payable monthly
        plus principal ("First Mortgage").


The
      aggregate purchase price was approximately $7,477,000. The following summarizes
      the fair values of the assets acquired and liabilities assumed at the date
      of
      acquisition.




**($
                in thousands)**(Restated)Current
                assets
            
            $
            2,473Land
                and building
            
            
            7,572Photo
                collection
            
            
            2,607Property
                and equipment
            
            
            469Goodwill
            
            
            1,350Contracts
                with photographers
            
            
            1,304Other
                intangible assets
            
            
            116Other
                long-term assets
            
            
            342Note
                payable to bank - current
            
            
            (4,554
            )Other
                current liabilities
            
            
            (3,171
            )Deferred
                income taxes
            
            
            (1,031
            )$
            7,477




Results
      of operations of SuperStock are included in the accompanying financial
      statements from February 29, 2004, the date of acquisition.





The
      following proforma information gives effect to the acquisition as if it had
      occurred on the first day of the period ended March 31, 2004.




**Three
                Months**
              **Ended****($
                in thousands, except per share amounts)**
            
            **March
                31, 2004**(Restated)Total
                revenue
            
            $
            2,319Net
                loss
            
            
            (806
            )Net
                loss per share, basic and diluted
            
            $
            (0.02
            )Proforma
                weighted average number of common shares outstanding, basic and diluted
            
            
            38,073,737




-10-


a21,
                Inc. and Subsidiaries (Unaudited)
              Notes
                to Condensed Consolidated Financial Statements
              March
                31, 2005




**NOTE
      D -- PROPERTY AND EQUIPMENT**





Property
      and equipment is stated at cost, less accumulated depreciation and amortization,
      and at March 31, 2005 and December 31, 2004, is summarized as follows:








**($
                in thousands)**
            
            **MARCH
                31,2005**
            
            **DECEMBER
                31, 2004**Furniture,
                fixtures & officeequipment
            
            $
            401
            
            $
            412Photo/Computer
                equipment
            
            
            409
            
            
            407Software
            
            
            138
            
            
            138Less:
                Accumulated Depreciation
            
            
            (471
            )
            
            (410
            )Total
                property & equipment, net
            
            $
            477
            
            $
            547








Depreciation
      and amortization in the amount of $353,000 and $99,000 are included in expenses
      for the three months ended March 31, 2005 and 2004, respectively, in the
      consolidated statements of operations and include depreciation and amortization
      for land and building, the photo collection and the contracts with
      photographers.





**NOTE
      E -- LONG-TERM NOTES RECEIVABLE**





In
      2003,
      SuperStock sold its operations in Chile to a third party and accepted a note
      receivable from the buyer for $80,000. The timing and amount of the payments
      against this note were determined to be insufficient to support the note’s book
      value. Using present value analysis, the value of the note at December 31,
      2004
      was calculated to be $18,000; the Company wrote the note receivable down by
      $49,000 at the end of 2004 to reflect this value. The balance of this note
      is
      $16,000 at March 31, 2005.





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





Goodwill
      of $1,049,000 represents the excess of the purchase price over the fair value
      of
      tangible and identifiable intangible assets associated with the acquisition
      of
      SuperStock, Inc. described in detail in Note C. Goodwill has been reduced by
      $301,000 to reflect the utilization of SuperStock’s net operating loss
      carryforward on the sale of the land and building.





Identifiable
      intangible assets are shown net of amortization and are principally comprised
      of
      covenants not to compete, which are amortized over four years.





**NOTE
      G - CONTRACTS WITH PHOTOGRAPHERS**





Contracts
      with photographers ($1,082,000, net of amortization) are attributable to the
      acquisition of SuperStock, Inc. These contracts have an average life of five
      years and are automatically renewable. Amortization of the photographer’s
      contracts is based on projected revenues expected to be generated over the
      estimated ten year life of the underlying images.





**NOTE
      H -- MINORITY INTEREST**





As
      part
      of the financing to acquire all of the voting common stock, representing 83%
      of
      the outstanding equity of SuperStock, in consideration for the sale and purchase
      of such shares, the sellers received 1,666,717 shares of non-voting
      participating preferred stock of SuperStock, which are exchangeable for
      5,000,151 shares of a21 common stock. The preferred stock has no voting rights,
      pays no dividend, and, except for exchange rights into a21 common stock, it
      has
      no other special rights except for liquidation rights. In liquidation, it is
      senior to the common stock of SuperStock and has distribution rights to the
      greater of $4.25 million or 17% of the total liquidation distributions made
      after distributions to creditors.





The
      minority interest is valued as if it were exchanged into a21 common stock at
      the
      closing price on the day of the acquisition.





**NOTE
      I -- OPERATING SEGMENTS**





The
      Company began operating domestically and internationally beginning February
      29,
      2004. The following table presents information about the Company’s domestic and
      international activity, including minority interest.




-11-





a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005


**($
                in thousands)****Domestic**
            
            **International**
            
            **Total**Three
                months ended March 31, 2005:Revenue
            
            $
            1,967
            
            $
            345
            
            $
            2,312Segment
                operating loss
            
            
            (687
            )
            
            (7
            )
            
            (694
            )Segment
                assets at March 31, 2005
            
            
            16,732
            
            
            395
            
            
            17,127Three
                months ended March 31, 2004:Revenue
            
            $
            683
            
            $
            115
            
            $
            798Segment
                operating loss
            
            
            (587
            )
            
            (13
            )
            
            (600
            )Segment
                assets at March 31, 2004
            
            
            16,963
            
            
            422
            
            
            17,385




Domestic
      segment information includes $484,000 and $157,000 of revenue and $361,000
      and
      $346,000 of account receivables, respectively, for the three months ended March
      31, 2005 and 2004, attributable to foreign agents utilized by a domestic
      subsidiary. International segment information reflects the operation of foreign
      subsidiaries. Those amounts are not based on the geographic origin of customers
      which is not readily determinable.





**NOTE
      J - DEBT FINANCINGS**





[1]
      Convertible Subordinated Notes Payable:





In
      February 2004, the Company received $1,250,000 in connection with the issuance
      of a two-year convertible subordinated notes (due February 29, 2006) which
      accrued interest at 12% for the first six months, 13.5% for the next twelve
      months, and 15% for the last six months and were convertible into the Company’s
      common stock along with 937,500 callable warrants exercisable at prices between
      $0.45 and $1.35 per share. The notes were convertible at a price based on a
      30%
      discount to a twenty day average market price of the Company’s common stock,
      subject to a ceiling of $2.00 and, beginning in the thirteenth month after
      the
      closing of the acquisition of SuperStock, a floor of $0.90.





The
      Company allocated the proceeds received to the principal amount of the note
      and
      the warrants based upon the relative fair value method. The fair value of the
      warrants was determined using the Black Scholes pricing model. Of the proceeds,
      $145,000 was allocated to the warrants and was recorded as debt discount and
      additional paid-in capital and $1,105,000 was allocated to the notes. Based
      on
      the market value of the common shares issuable upon conversion, as compared
      to
      the proceeds allocated to the notes, further debt discount and additional
      paid-in capital of $1,105,000 was recorded for the beneficial conversion
      feature. The aggregate discount of $1,250,000 was being amortized over the
      two-year term of the note, and the carrying amount of the notes of $520,000
      at
      December 31, 2004 is presented net of the unamortized debt discount. Subsequent
      to December 31, 2004 the Company repaid the notes and accrued interest.





[2]
      Unsecured Notes Payable:





The
      Company received $1,050,000 in connection with the issuance of unsecured debt
      in
      the form of promissory notes, which accrue interest at 12% for up to twelve
      months along with 630,000 callable warrants at $0.45 per share. In addition,
      the
      Company issued 63,000 warrants exercisable at $0.45 per share to an
      investment-banking firm in connection with the placement of the unsecured debt.
      These notes matured on August 29, 2004, but provided for an automatic extension,
      if not paid, of six months and monthly extensions thereafter. The fair value
      of
      the warrants, which amounted to $245,000, was determined using the Black Scholes
      pricing model and was recorded as debt discount and additional paid-in
      capital.





Since
      the
      notes were still outstanding as of August 29, 2004, the number of shares of
      warrants was increased by 50% (315,000 callable warrants) at $0.45 per share.
      The fair value of the warrants issued for the six-month extension, which
      amounted to $31,000, was determined using the Black Scholes pricing model and
      was recorded as debt discount and additional paid-in capital. The discount
      was
      amortized over the six-month term of the promissory notes.





For
      every
      month thereafter the next six-month extension (February 28, 2005) and until
      the
      note is paid, the number of warrants is to be increased by one-ninth (105,000
      callable warrants). Since the note was still outstanding as of February 29,
      2005, the revised number of warrants was increased by one-ninth (105,000
      callable warrants) at $0.45 per share. The fair value of the warrants issued,
      which amounted to $4,000, was determined using the Black Scholes pricing model
      and was recorded as expense and additional paid-in capital. Since the note
      was
      still outstanding as of March 31, 2005, the revised number of warrants was
      increased by one-ninth (105,000 callable warrants) at $0.45 per share. The
      fair
      value of the warrants issued, which amounted to $3,000, was determined using
      the
      Black Scholes pricing model and was recorded as expense and additional paid-in
      capital. The balance of the unsecured notes payable is $1,050,000 at March
      31,
      2005. The fair value of warrants issued for additional monthly extensions will
      be recognized as expense and additional paid in capital as
      incurred.




-12-


a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005
  [3]
        Senior Secured Notes Payable:


O n
      February 22, 2005, a21, Inc. consummated a $2,250,000 financing (the
      "Financing") in the form of two-year interest only senior (non-convertible)
      secured notes and retired $1,250,000 of its two-year convertible subordinated
      notes issued in conjunction with a21's acquisition of its SuperStock subsidiary
      in February 2004.The investors in the Financing were existing investors of
      a21
      and were also holders of the Subordinated Notes (as defined below). In the
      Financing, SuperStock issued new 12% senior secured notes due in February 2007
      in the principal amount of $2,250,000 (the "Senior Notes") and retired all
      of
      its outstanding 13% convertible subordinated notes due February 28, 2006 (the
      "Subordinated Notes").





Five
      year
      warrants to purchase 937,500 shares of a21 common stock originally issued to
      the
      holders of the Subordinated Notes were amended and restated whereby, inclusive
      of the right to purchase an additional 125,000 shares, the holders of the Senior
      Notes participating in the Financing received two year warrants to purchase
      an
      aggregate of 500,000 shares of a21 common stock at $0.225 per shares and an
      aggregate of 562,500 shares of a21 common stock at $0.45 per share (together,
      the "Warrants"). The Senior Notes are interest only and may be prepaid without
      penalty at any time. They also have a provision which adds 4% per year to their
      principal balance, due at maturity. Each of the Senior Notes and the modified
      Warrants is dated as of February 22, 2005. In connection with the issuance
      of
      the Senior Notes, SuperStock entered into a security agreement, dated as of
      February 22, 2005 (the "Security Agreement"), pursuant to which it granted
      a
      first priority security interest in the Collateral , which represents
      substantially all of the Company’s current and future assets.





During
      the first quarter of 2005, a21, Inc. recorded a new debt discount of $39,000
      for
      the excess of the fair value of the warrants to purchase 1,062,000 shares of
      common stock on the date of issuance over the fair value of the warrants to
      purchase 937,500 shares of a21 common stock calculated at the time of amendment
      (reflecting the remaining term and the stock price on that date). The debt
      discount is being recognized as a financing expense over the term of the Senior
      Notes. The effective interest rate is 17%.





In
      connection with the Financing, SuperStock repaid in their entirety $1.25 million
      of the Subordinated Notes as of February 22, 2005 which had a carrying amount
      of
      $616,000, net of debt discount. In connection with repaying the Subordinated
      Notes, SuperStock also terminated the Exchange Agreements which it had entered
      into with the holders of the Subordinated Notes and which set forth the terms
      pursuant to which the Subordinated Notes could have been converted into shares
      of a21 common stock. In connection with the financing, SuperStock entered into
      a
      security agreement, pursuant to which it granted a first priority interest
      in
      substantially all of the Company’s current and future assets. The Company
      reduced additional paid-in capital by $263,000, representing the intrinsic
      value
      of the beneficial conversion feature when the debt was repaid and recognized
      a
      loss on extinguishment of debt of $371,000.





**NOTE
      K -- LOAN PAYABLE - SALE OF SUPERSTOCK LAND AND BUILDING**





On
      June
      30, 2004, the Company completed the sale and leaseback of the land and
      approximately 73,000 square foot building in which the Company’s headquarters
      are located in Jacksonville, Florida. The facility was sold for $7.7 million
      and
      resulted in net proceeds of $7,477,000, of which $4,033,000 was used to repay
      a
      bank note that was secured by a first mortgage on the facility and $1,576,000
      was used to repay other indebtedness to the selling shareholders of SuperStock.
      The building was leased back for a term of twenty years. The lease provides
      the
      Company with two five-year renewal options at specified payments.





The
      Company has entered into an agreement to sublease a significant portion of
      its
      facility, which provides payments to the Company aggregating $3.5 million over
      a
      six-year period.





Based
      on
      the terms of the subleasing 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 10.14% based on the payment
      terms of the lease. The land and building are included in property and equipment
      and are being depreciated on a straight-line basis over the twenty-year term
      of
      the lease.





The
      following table summarizes the Company’s annual maturities under the loan
      payable as of March 31, 2005:




**Year
                  Ending March 31,**
                **($
                  in thousands)**2006
              
              
              52007
              
              
              222008
              
              
              402009
              
              
              612010
              
              
              87Thereafter
              
              
              7,2437,458Less:
                  Current Portion
              
              
              (5
              )Long
                  Term Portion
              
              $
              7,453





-13-


a21,
                Inc. and Subsidiaries (Unaudited)
              Notes
                to Condensed Consolidated Financial Statements
              March
                31, 2005




**NOTE
      L -- STOCKHOLDERS’ EQUITY**





[1]
      Preferred stock:





The
      Company exchanged all of its pre-acquisition preferred stock (1,500,000
      pre-adjusted shares) as part of its exchange agreement with Saratoga on April
      30, 2002. The Company is authorized to issue 100,000 shares of its $.001 par
      value preferred stock.





At
      March
      31, 2005 and 2004, there are no shares of a21, Inc. preferred stock issued
      or
      outstanding.





[2]
      Common stock:





The
      Company is authorized to issue 100,000,000 shares of its $.001 par value common
      stock.





In
      February 2004, the Company received aggregate gross proceeds of $5.9 million
      in
      equity and debt financings. The Company received proceeds of $3.0 million (net
      proceeds of $2.8 million), and $600,000 of liabilities owed by the Company
      were
      exchanged, in connection with the issuance of 18,000,000 shares of common stock
      along with 5,508,000 warrants exercisable at $0.20 per share and 19,828,800
      callable warrants exercisable at prices between $0.225 and $1.35 per share.
      In
      addition, the Company issued 450,000 shares of common stock to an
      investment-banking firm in connection with the placement of the equity. The
      liabilities that were exchanged included $475,000 of notes payable to affiliates
      and $125,000 of accrued compensation due to the Company’s Chairman and
      President.





During
      the year ended December 31, 2004, the Company issued 490,000 shares of its
      common stock for services and payment of equity placement costs. The Company
      has
      issued no shares of its common stock during the three months ended March 31,
      2005.





[3]
      Stock
      options and warrants:





Options
      and warrants have been granted to officers, directors and employees based upon
      employment agreements and other agreements with investors and members of the
      Company's Advisory Board at the discretion of the Board of Directors.





In
      March
      2005, the Company’s Board of Directors approved the 2005 Stock Incentive Plan
      (the “2005 Plan”) and, subject to shareholder approval, the issuance of up to
      6,000,000 shares of which up to 2,000,000 are in the form of options to the
      employees of SuperStock as agreed per the Amended and Restated Stock Purchase
      and Recapitalization Agreement by and among a21, SuperStock and its stockholders
      dated February 29, 2004. The 2005 Plan authorizes the Company’s board of
      directors to award Incentive Stock Options, Nonstatutory Stock Options, stock
      appreciation rights, performance shares, restricted stock or unrestricted stock
      to the employees and independent contractors, including consultants, directors,
      advisors and other service providers of the Company. Certain options and
      warrants to be granted under the 2005 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 2005 Plan
      will be nonqualified options or warrants which are not intended to qualify
      as
      ISOs. A committee selected by the Company's 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 2005 Plan expire after a ten-year
      period and are subject to acceleration upon the occurrence of certain events.
      As
      of March 31, 2005, 1,373,650 options were granted to employees under this plan
      and 4,626,350 options were available for grant under the 2005 Plan.





Pursuant
      to the Company’s 2002 Directors, Officers And Consultants Stock Option, Stock
      Warrant And Stock Award Plan, as amended (the "2002 Plan"), 3,000,000 shares
      of
      the Company's common stock are reserved for issuance. The 2002 Plan authorizes
      the Company’s board of directors to issue warrants, options, restricted or
      unrestricted common stock and other awards to the employees, consultants and
      directors of the Company and its 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 the Company's 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 March 31, 2005 there were 496,264 options available for grant under the
      2002
      Plan.




**NOTE
      M -- COMMITMENTS AND OTHER MATTERS**





[1]
      Consulting and advisory services agreements:





In
      September 2002, the Company entered into a three-year agreement with a
      consultant to act as the Company's Chairman of the Board. The agreement calls
      for initial payments of $15,000 per month, to be adjusted for certain events,
      as
      defined. Compensation may be payable in common shares of the Company at the
      individual's option in the event that the Company does not make above payments
      in cash at the end of each month. The rate at which common shares were issued
      was 150% of cash compensation due or restricted common shares at 200% of the
      cash compensation due. During 2003 the Company issued 1,013,005 shares of common
      stock as consideration for $105,000 of accrued compensation. In addition, in
      January 2004, the Company awarded the consultant an option to purchase 1,505,514
      common shares at $0.30. In May 2004, the consultant agreed to serve as Chief
      Executive Officer. The consulting agreement is for a term of three years, but
      may be terminated by the consultant upon 90 days' notice or by the Company
      upon
      180 days notice; provided, however that in the event of termination without
      cause (as defined in the consulting agreement), the consultant will be entitled
      to continue to receive his annual base compensation for the term of any
      non-competition agreement which he may enter into with the Company. This
      consulting agreement has been terminated and a21 and the executive officer
      have
      entered into an employment agreement.





-14-


a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005
  Pursuant
        to a consulting agreement dated July 1, 2002 between the Company and one
        of its
        shareholders (who is currently an executive officer and director of the
        Company), the shareholder agreed to serve as a consultant to the Company
        and to
        provide marketing and consulting services. As compensation for his services,
        the
        Company issued the shareholder a warrant to purchase 50,000 shares of common
        stock at an exercise price of $0.25 per share and issued 30,000 shares of
        common
        stock in 2002 and 30,000 shares in 2003. The agreement with the Company has
        expired and the Company entered into an employment agreement with this executive
        officer, who currently serves as Vice Chairman, President and Chief Financial
        Officer of a21 and Chief Executive Officer of SuperStock. Prior to
        these
        positions, he served as Chief Strategic Officer from June 2004 to December
        2004
        and from February 2001 to May 2004, he served as an advisor.


In
      September 2002, the Company entered into a two-year agreement with an employee
      to act as the Company's President. The agreement called for initial payments
      of
      $15,000 per month, to be adjusted for certain events, as defined. Compensation
      was payable in common shares of the Company at the option of the individual
      in
      the event that the Company therein did not make above payments in cash at the
      end of each month. The rate at which common shares were issued was 150% of
      cash
      compensation due or restricted common shares at 200% of the cash compensation
      due. During 2003 the Company issued 1,138,005 shares of common stock as
      consideration for $120,000 of accrued compensation. The employee was also
      provided with options to purchase up to 400,000 common shares of the Company
      with 160,000 options exercisable at $0.50, 120,000 exercisable at $1.00 and
      120,000 exercisable at $1.50. Such options will expire May 1, 2007. In addition,
      in January 2004, the Company awarded the employee an option to purchase 577,941
      common shares at $0.30. The agreement with the Company has expired and the
      Company entered into an employment agreement with this executive officer, who
      currently serves as Chief Creative Officer of a21, and President and Chief
      Creative Officer of SuperStock.





[2]
      Lease
      commitments


The
      capital lease agreement for the Company’s headquarters facility (see Note K)
      includes a requirement to maintain a security deposit, funded as a letter of
      credit in the amount of $608,000, which is reflected as restricted cash on
      the
      balance sheet as of March 31, 2005. The lease agreement also requires the
      Company to fund additional $30,000 deposits on the first day of each July,
      October, January, and April beginning July 1, 2005 up to and including July
      1,
      2006, for a total of $750,000. The first additional funding of $30,000 was
      made
      on April 21, 2005.





In
      a
      lease agreement for SuperStock, Limited in the UK, the Company has 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, SuperStock Limited would
      be liable for £51,000 per year under the covenants in the lease in the event the
      company who has sublet the facility is unable to perform under such
      terms.





[3]
      Litigation and settlement of claims:





At
      December 31, 2001, the Company was a defendant in a lawsuit where the creditor
      was seeking recovery of future and past due lease payments on a lease, which
      was
      terminated by the parties. The Company entered into a settlement agreement
      on
      April 1, 2002, which required the payment of principal of $88,000 plus
      stipulated interest in ten installments commencing April 2002. During 2002,
      the
      Company issued 130,000 shares of common stock valued at $49,000 to an unrelated
      party that transferred non-cash consideration to the creditor. In 2004 the
      Company agreed to pay $26,000 to the creditor to settle this matter.





The
      Company has been involved in various other claims and lawsuits, primarily with
      former officers and employees, both for and against the Company. Management
      believes that there are no such matters outstanding that would have a material
      adverse effect on the Company's results of operations and financial position.





[4]
      Other:





In
      April
      2003, the Company was contacted by an attorney representing a holder of certain
      Nonexchanged Shares claiming that such shares are exchangeable into shares
      of
      the Company's common stock. The Company believes that the shares are not
      exchangeable since the exchange agreement has expired. However, the Company
      cannot currently determine the ultimate outcome regarding the Nonexchanged
      Shares. However, the Company has not been contacted since the initial contact
      in
      April 2003.





**NOTE
      N -- SUBSEQUENT EVENTS**





[1]
      Employment Agreements





On
      May
      13, 2005, a21 executed an employment agreement with its Chairman and Chief
      Executive Officer. On May 13, 2005, a21 and SuperStock executed an employment
      agreement with a21’s Vice Chairman and President, who is also the Chief
      Executive Officer of SuperStock, and a21’s Chief Creative Officer, who is also
      the President and Chief Creative Officer of SuperStock. Each of these employment
      agreements is for a term of three years and includes a confidentiality covenant,
      a non-competition covenant and a prohibition on the solicitation of the
      employees, suppliers, vendors and customers of a21 and SuperStock.





[2]
      Equity Transaction





In
      connection with executing the employment agreements with three of its executive
      officers on May 13,2005, effective as of May 1, 2005, the Company issued
      2,410,000 shares of its restricted common stock to these executive officers
      and
      granted five-year stock options to purchase 2,000,000 shares of common stock,
      which options are exercisable at $0.30 per share. As of May 1, 2005, the Company
      issued to its non-employee directors 510,000 shares of its restricted common
      stock and granted to these directors five-year stock options to purchase 510,000
      shares of common stock, which options are exercisable at $0.30 per
      share.




-15-


a21,
                  Inc. and Subsidiaries (Unaudited)
                Notes
                  to Condensed Consolidated Financial Statements
                March
                  31, 2005
  **NOTE
      O -- RESTATEMENTS**




As
      discussed in Note J[1], the Company received $1.25 million in connection with
      the issuance of a two year convertible subordinated note along with warrants
      in
      February 2004. The Company recorded debt discount and additional paid-in capital
      of $306,000 for the portion of the proceeds allocated to the warrants, which
      was
      being amortized over the twenty-four month term of the note. The Company has
      determined that at the time of issuance a beneficial conversion feature existed
      and the financial statements have been restated to reflect a further debt
      discount and additional paid-in capital of $944,000 and the related
      amortization. The additional amortization increased the net loss by $39,000
      for
      the quarter ended March 31, 2004. As discussed in Note J[3] during the quarter
      ended March 31, 2005 the Company repaid the convertible subordinated notes
      payable. Rather than reflecting interest expense for the $153,000 unamortized
      balance of the debt discount related to the warrants, as had previously been
      reported, the restated financial statements reflect $70,000 of additional
      amortization of debt discount associated with the beneficial conversion feature
      and a $371,000 loss on extinguishment of debt. Accordingly, the net loss for
      the
      quarter ended March 31, 2005 has been increased by $288,000.





Additionally,
      the Company has amended the SuperStock purchase price allocation to reduce
      goodwill and the deferred tax liability by $1,234,000. As previously reported,
      in connection with the acquisition a deferred tax liability was recorded
      relating to timing differences associated with certain of the acquired assets.
      However, at the time of the acquisition, the Company had a deferred tax asset
      relating to net operating loss carryforwards available to offset future taxable
      income , which were fully reserved against. The financial statements have been
      restated to reflect the deferred tax liability from the acquisition as a
      reduction of the deferred tax asset. An additional deferred tax liability,
      which
      was previously reflected as income tax expense during the quarter ended March
      31, 2005 has also been offset against the deferred tax assets. Accordingly,
      the
      valuation allowance has also been reduced by the same amounts. Accordingly,
      the
      net loss for the quarter ended March 31, 2005 has been reduced by
      $7,000.





The
      restatements for the quarters ended March 31, 2005 and 2004 are summarized
      as
      follows:




Previously
            
            As
            
            Previously
            
            Asreported
            
            restated
            
            reported
            
            restated(in
                thousands, except per share data)**Balance
                sheets:**March
                31, 2005
            
            December
                31, 2004Goodwill
            
            $
            2,283
            
            $
            1,049
            
            $
            2,283
            
            $
            1,049Total
                assets
            
            
            17,127
            
            
            15,893
            
            
            16,788
            
            
            15,554Convertible
                subordinated notes payable
            
            
            -
            
            
            -
            
            
            1,071
            
            
            520Deferred
                income tax liabiltity, noncurrent
            
            
            1,241
            
            
            -
            
            
            1,234
            
            
            -Total
                liabilities
            
            
            14,292
            
            
            13,051
            
            
            13,349
            
            
            11,564Additional
                paid-in capital
            
            
            9,701
            
            
            10,382
            
            
            9,655
            
            
            10,599Accumulated
                deficit
            
            
            (9,719
            )
            
            (10,393
            )
            
            (9,018
            )
            
            (9,411
            )Total
                stockholders equity
            
            
            35
            
            
            42
            
            
            639
            
            
            1,190Total
                liabilities and stockholders' equity
            
            
            17,127
            
            
            15,893
            
            
            16,788
            
            
            15,554**Statements
                of operations:**Three
                months ended
            
            
            Three
                months endedMarch
                31, 2005
            
            
            March
                31, 2004Interest
                expense, net
            
            $
            (480
            )
            $
            (397
            )
            $
            (101
            )
            $
            (140
            )Other
                income (expense)
            
            
            105
            
            
            (266
            )
            
            -
            
            
            -Income
                tax expense
            
            
            (7
            )
            
            -
            
            
            -
            
            
            -Net
                loss
            
            
            (701
            )
            
            (982
            )
            
            (600
            )
            
            (639
            )Loss
                per share, basic and diluted
            
            $
            (0.02
            )
            $
            (0.03
            )
            $
            (0.02
            )
            $
            (0.02
            )




-16-




**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 the financial statements of the Company and the notes thereto
      appearing elsewhere herein and in conjunction with the Management’s Discussion
      and Analysis set forth in the Company’s Annual Report on Form 10-KSB/A for the
      year ended December 31, 2004.




**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 the Company’s expectations, beliefs,
      intentions or strategies for the future, which are indicated by words or phrases
      such as “anticipate,”  “expect,”  “intend,”  “plan,” 
“will,”  “the Company believes,”  “management believes” and similar
      words or phrases. The forward-looking statements are based on the Company’s
      current expectations and are subject to certain risks, uncertainties and
      assumptions. The Company’s 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 the Company
      on
      the date hereof, and the Company assumes no obligation to update any such
      forward-looking statements.




**OVERVIEW**





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. 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. Our 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).
      Our products are sold directly and through a global network of distributors
      in
      approximately 100 countries. We are headquartered in Jacksonville, Florida
      operate a Company-owned office in the United Kingdom and conduct operations
      in
      Canada.





**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. The preparation
      of financial statements in conformity with accounting principles generally
      accepted in the United States of America 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
      condensed consolidated financial statements included in this Form
      10-QSB/A.




**RESULTS
      OF OPERATIONS**





**THREE
      MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31,
      2004**





Prior
      to
      the acquisition of SuperStock in February 2004, the Company was a development
      stage enterprise. All financial information presented for the quarter ending
      March 31, 2004 includes the accounts of SuperStock from the acquisition date
      of
      February 29, 2004 through March 31, 2004.





REVENUES.
      Revenues were $2,312,000 in the three months ended March 31, 2005 compared
      to
      $798,000 in the three months ended March 31, 2004. The increase in revenues
      in
      the three months ended March 31, 2005 is attributable to SuperStock’s revenue
      generation for the full first quarter in 2005 as compared to the period from
      February 29, 2004 through March 31, 2004 for the first quarter in
      2004.





COST
      OF
      REVENUES. Cost of revenues was $712,000 in the three months ended March 31,
      2005
      compared to $212,000 in the three months ended March 31, 2004. As a percentage
      of revenues, cost of revenues was 31% and 27% in the three months ended March
      31, 2005 and 2004, respectively, and gross profit was 69% and 73% in the three
      months ended March 31, 2005 and 2004, respectively.





SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative
      expenses were $1,566,000 in the three months ended March 31, 2005 compared
      to
      $986,000 in the three months ended March 31, 2004. This increase was primarily
      attributable to the acquisition of SuperStock and the underlying general and
      administrative expenses of its operations.





DEPRECIATION
      AND AMORTIZATION. Depreciation and amortization was $353,000 in the three months
      ended March 31, 2005 as compared to $99,000 in the three months ended March
      31,
      2004. This increase was primarily attributable to the amortization of assets
      recorded in connection with the acquisition of SuperStock.





NET
      INTEREST EXPENSE. Interest expense was $397,000 in the three months ended March
      31, 2005 as compared to $140,000 in the three months ended March 31, 2004.
      This
      increase is attributable to the amortization of debt discount and additional
      interest due on unsecured notes payable, convertible subordinated notes payable,
      senior secured notes payable, and recorded interest on the loan payable
      resulting from the Company’s sale and lease of the SuperStock
      facility.




OTHER
      EXPENSE, NET. Other expense, net was $266,000 for
      the three months ended March 31, 2005 as compared to $0 for the three months
      ended March 31, 2004. The increase reflects a $371,000 loss on the
      extinguishment of the convertible subordinated notes payable.





-17-


NET
      LOSS.
      Net loss was $982,000 or $0.03 per share in the three months ended March 31,
      2005 as compared to net loss of $639,000 or $0.02 per share for the three months
      ended March 31, 2004. The increase in net loss is principally due to the
      acquisition of SuperStock.




**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of
      March 31, 2005, the Company had $850,000 of cash and cash equivalents and
      working capital of $833,000 as compared to $717,000 in cash and a working
      capital deficit of $69,000 at December 31, 2004.





Net
      cash
      used in operating activities for the three months ended March 31, 2005 was
      $650,000 as compared to net cash used in operating activities of $337,000 for
      the three months ended March 31, 2004. Net cash used in operating activities
      in
      the three months ended March 31, 2005 was due primarily to the net loss of
      $982,000 adjusted for $353,000 of depreciation and amortization and a $371,000
      loss on extinguishment of debt, in addition to a decrease in accounts payable
      and accrued expenses of $161,000, and an increase in accounts receivable of
      $314,000. Net cash used in operating activities in the three months ended March
      31, 2004 was principally due to a net loss of $639,000 adjusted for $305,000
      of
      variable option compensation and $99,000 of depreciation and amortization,
      in
      addition to an increase in accounts receivable of $202,000 and an increase
      in
      prepaid expenses and other current assets of $115,000, partially offset by
      an
      increase in accounts payable and accrued expenses of $62,000.





Net
      cash
      used in investing activities for the three months ended March 31, 2005 was
      $236,000 as compared to net cash used in investing activities for the three
      months ended March 31, 2004 of $1,496,000. Net cash used in investing activities
      in the three months ended March 31, 2005 was primarily due to the purchase
      of
      fixed assets. Net cash used in investing activities in the three months ended
      March 31, 2004 was primarily from the net cash investment in the acquisition
      of
      SuperStock, Inc. in the amount of $1,400,000 and the purchase of fixed assets
      for $96,000.





Net
      cash
      provided by financing activities for the three months ended March 31, 2005
      was
      $968,000, as compared to net cash provided by financing activities of $2,794,000
      for the three months ended March 31, 2004. Net cash provided by financing
      activities in the three months ended March 31, 2005 was mainly due to the new
      $2,250,000 senior secured notes payable and the retirement of the $1,250,000
      convertible subordinated notes payable (see Note J). Net cash provided by
      financing activities in the three months ended March 31, 2004 was primarily
      from
      net proceeds of $2,790,000 in connection with the issuance of common stock
      and
      warrants, and proceeds of $2,300,000 from the issuance of notes payable and
      warrants, partially offset by the repayment $2,296,000 of debt.





While
      the
      Company believes its current capital, along with its plans to obtain additional
      capital resources, will be sufficient for the next twelve months based on
      current operations, there can be no guarantee that the Company will have
      sufficient capital or will be able to obtain sufficient capital to meet its
      operational obligations or execute its business plan, which includes both
      internal growth and growth by acquisitions.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





None





**RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS**





None




**ITEM
      3. CONTROLS AND PROCEDURES**





**EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES**





Under
      the
      supervision and with the participation of the Company's management, including
      our principal executive officer and the principal financial officer, the Company
      conducted an evaluation of the effectiveness of the design and operation of
      its
      disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934, as of the end of the period covered
      by this report. Based on this evaluation, the Company's principal executive
      officer and principal financial officer concluded as of the evaluation date
      that
      the Company's disclosure controls and procedures were effective such that the
      material information required to be included in our Securities and Exchange
      Commission reports is recorded, processed, summarized and reported within the
      time periods specified in SEC rules and forms relating to the Company, including
      our consolidating subsidiaries, and was made known to them by others within
      those entities, particularly during the period when this report was being
      prepared.





Additionally,
      there were no significant changes in the Company's internal controls or in
      other
      factors that could significantly affect these controls subsequent to the
      evaluation date. We have not identified any significant deficiencies or material
      weaknesses in our internal controls, and therefore there were no corrective
      actions taken.





-18-




**PART
      II - OTHER INFORMATION ITEM**





**ITEM
      1. LEGAL PROCEEDINGS**





We
      are
      involved from time to time in litigation that arises in the ordinary course
      of
      our business. We believe that any potential adverse determination in any pending
      action will not have a material adverse effect on our business, financial
      condition or results of operations.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





On
      February 22, 2005, we consummated a $2,250,000 financing (the “Financing”) in
      the form of two-year interest only senior (non-convertible) secured notes and
      retired $1,250,000 of our two-year convertible subordinated notes issued in
      conjunction with our acquisition of SuperStock in February 2004. The investors
      in the Financing were existing investors of ours and were also holders of the
      Subordinated Notes (as defined below). We issued the securities to the investors
      in the Financing in reliance on Section 4(2) of the Securities Act of
      1933.





In
      the
      Financing, SuperStock issued new 12% senior secured notes due in February 2007
      in the principal amount of $2,250,000 (the “Senior Notes”) and retired all of
      its outstanding 13% convertible subordinated notes due February 28, 2006 (the
      “Subordinated Notes”).





Five
      year
      warrants to purchase 937,500 shares of our common stock originally issued to
      the
      holders of the Subordinated Notes were amended and restated whereby, inclusive
      of the right to purchase an additional 125,000 shares, the holders of the Senior
      Notes participating in the Financing received two-year warrants to purchase
      an
      aggregate of 500,000 shares of our common stock at $0.225 per share and an
      aggregate of 562,500 shares of our common stock at $0.45 per share (together,
      the “Warrants”). The Senior Notes are interest only and may be prepaid without
      penalty at any time. They also have a provision which adds 4% per year to their
      principal balance, due at maturity. Each of the Senior Notes and the Warrants
      is
      dated as of February 22, 2005. In connection with the issuance of the Senior
      Notes, SuperStock entered into a security agreement, dated as of February 22,
      2005, pursuant to which it granted a first priority security interest in the
      collateral, which collateral represents substantially all of the Company’s
      current and future assets.





On
      each
      of February 28, 2005 and March 31, 2005, we issued 105,000 callable warrants
      that are convertible into shares of our common stock at $0.45 per share. These
      warrants were issued as a result of our 12% unsecured promissory notes being
      outstanding as of such dates. The fair value of these warrants as of February
      28, 2005 and March 31, 2005 was $4,000 and $3,000, respectively. These warrants
      were issued to the investor in reliance on section 4(2) of the Securities Act
      of
      1933.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**ITEM
      5. OTHER INFORMATION**





In
      connection with the Financing, SuperStock repaid in their entirety $1,250,000
      of
      the Subordinated Notes as of February 22, 2005. The Subordinated Notes were
      convertible at a minimum conversion price of $0.90 per share and a maximum
      conversion price of $2.00 per share, or into between 625,000 and 1,388,889
      shares of a21 common stock. In connection with repaying the Subordinated Notes,
      SuperStock also terminated the exchange agreements which it had entered into
      with the holders of the Subordinated Notes and which set forth the terms
      pursuant to which the Subordinated Notes could have been converted into shares
      of our common stock.





-19-




**ITEM
      6. EXHIBITS**





The
      following exhibits are filed as part of this report:




**EXHIBIT****NUMBER**
            **DESCRIPTION**10.17
            Letter
                Agreement, dated as of February 22, 2005, among the Registrant and
                Cohanzick High Yield Partners, L.P., Gabriel Capital, L.P., Cohanzick
                Absolute Return Master Fund, Ltd., Cohanzick Credit Opportunities
                Master
                Fund, Ltd., and John L. Steffens. (1)10.18
            Security
                Agreement, dated as of February 22, 2005. (1)10.19
            Form
                of Senior Secured Note. (1)10.20
            Form
                of Common Stock Purchase Warrant. (1)31.1*
            Certification
                of Principal Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2*
            Certification
                of Principal Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1*
            Certification
                of Principal Executive Officer Financial Officer Pursuant to Section
                906
                of the Sarbanes-Oxley Act of 2002.*
                Filed herewith(1)
                Incorporated herein by reference to the Registrant’s Current Report on
                form 8-K filed with the SEC on February 28,
                2005.




-20-




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934
      the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




**a21,
                Inc.**Date:
                September 16, 2005
            By:
                /s/ ALBERT H. PLEUSAlbert
                H. Pleus
              Chairman
                and Chief Executive Officer
              (*Principal
                Executive Officer*)Date:
                September 16, 2005
            By:
                /s/ THOMAS V. BUTTAThomas
                V. Butta
              Vice
                Chairman, President and Chief Financial Officer
              (*Principal
                Financial Officer*)