<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

                                   (Mark One)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2003

[ ]      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number: 333-68213

                                    a21, Inc.
        (Exact name of small business issuer as specified in its charter)

              Texas                                      74-289691
  (State or other jurisdiction of                      (IRS Employer
  incorporation or organization)                    Identification No.)

                        One Embarcadero Center, Suite 500
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                 (415) 284-2121
                (Issuer's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

18,155,148 shares of common stock as of July 31, 2003.


            Transitional Small Business Disclosure Form Yes___ No x


<PAGE>



                                    a21, Inc.

                                   Form 10-QSB

                                      Index

<TABLE>
<CAPTION>
                                                                                                    Page Number
Part I.  Financial Information

Item 1.  Financial Statements (Unaudited)
<S>                                                                                                        <C>
         Condensed Consolidated Balance Sheet as of June 30, 2003................................          3

         Condensed  Consolidated  Statements of Operations for the three and six
         months ended June 30, 2003 and 2002 and for the period from
         September 19, 2000 (Date of Inception) to June 30, 2003.................................          4

         Condensed  Consolidated  Statements of Cash Flows for the three and six
         months ended June 30, 2003 and 2002 and for the period from
         September 19, 2000 (Date of Inception) to June 30, 2003.................................          5

         Notes to Condensed Consolidated Financial Statements (Unaudited)........................          6

Item 2.  Management's Discussion and Analysis or Plan of Operations..............................         12

Item 3.  Controls and Procedures.................................................................         14

Part II. Other Information

Item 1.  Legal Proceedings.......................................................................         15

Item 2.  Changes in Securities and Use of Proceeds...............................................         15

Item 3.  Default Upon Senior Securities..........................................................         16

Item 4.  Submission of Matters to a Vote of Security Holders.....................................         16

Item 5.  Other Information.......................................................................         16

Item 6.  Exhibits and Reports on Form 8-K........................................................         17

Signatures.......................................................................................         18
</TABLE>



                                       2
<PAGE>




Part I - Financial Information

Item 1.  Financial Statements

                           a21, Inc. and subsidiaries
                        (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 June 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS


CURRENT ASSET:
<S>                                                                       <C>
Cash                                                                      $    30,223
                                                                          -----------

PROPERTY AND EQUIPMENT,  net                                                   25,064
                                                                          -----------

OTHER ASSETS
      Investment                                                               76,700
      Advances to shareholders                                                 23,073
                                                                          -----------
                                                                               99,773
                                                                          -----------
                                                                          $   155,060
                                                                          ===========

          LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
      Bank overdraft                                                      $     7,844
      Accounts payable                                                        478,032
      Accrued wages and payroll taxes                                         154,199
      Accrued expenses and other current liabilities                           44,038
      Notes payable - affiliates                                              469,496
                                                                          -----------
        TOTAL CURRENT LIABILITIES                                           1,153,609
                                                                          -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY:
      Preferred stock, $.001 par value,  100,000 shares authorized,
        no shares issued and outstanding                                           --
      Common stock, $.001 par value,  100,000,000 shares authorized,
        21,834,923 shares issued and 18,155,148 shares outstanding             21,835
      Treasury stock (at cost, 3,679,775 shares)                                   --
      Additional paid-in capital                                            5,283,496
      Less: deferred compensation                                             (93,860)
      Deficit accumulated during the development stage                     (6,210,020)

                                                                          -----------
        TOTAL SHAREHOLDERS' DEFICIENCY                                       (998,549)
                                                                          -----------
                                                                          $   155,060
                                                                          ===========
</TABLE>



   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


                                       3
<PAGE>


                           a21, Inc. and subsidiaries
                       ( A Development Stage Enterprise )
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                 Three  months ended, June 30,    Six months ended, June 30,    Cumulative During
                                                 ----------------------------    ---------------------------- the Development Stage
                                                                                                               (September 19, 2000
                                                     2003            2002            2003            2002       to June 30, 2003)
                                                 ------------    ------------    ------------    ------------    ------------
EXPENSES:
<S>                                              <C>             <C>             <C>             <C>             <C>
    Research and development                     $         --    $     54,118    $         --    $     95,979    $    436,179
    General and administrative (including
    noncash expenses of $190,177 and $259,243
    in 2003, respectively, and $472,070 and
    $653,166 in 2002, respectively,
     and $1,172,766 cumulatively)                     308,343         843,939         545,724       1,124,171       4,493,077
    Write-off of website development costs                 --              --              --                         842,670
    Loss on valuation of investment                        --              --              --                         113,300
    Depreciation and amortization                      12,726          14,578          25,451          29,154         156,653
    Interest expense, net                              35,654          18,275          51,627          31,136         168,141
                                                 ------------    ------------    ------------    ------------    ------------
       TOTAL EXPENSES                                 356,723         930,910         622,802       1,280,440       6,210,020
                                                 ------------    ------------    ------------    ------------    ------------

NET LOSS                                         $   (356,723)   $   (930,910)   $   (622,802)   $ (1,280,440)   $ (6,210,020)
                                                 ============    ============    ============    ============    ============

NET LOSS PER SHARE, BASIC AND DILUTED            $      (0.02)   $      (0.09)   $      (0.04)   $      (0.15)
                                                 ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED              15,213,272      10,174,109      14,652,315       8,728,492
                                                 ============    ============    ============    ============
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>
                           a21 , Inc. and subsidiaries
                        ( A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                              Cumulative During
                                                                                Six months ended, June 30   the Development Stage
                                                                              -----------------------------  (September 19, 2000
                                                                                  2003              2002       to June 30, 2003)
                                                                              -----------       -----------       -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>               <C>               <C>
    Net loss                                                                  $  (622,802)      $(1,280,440)      $(6,210,020)
    Adjustments to reconcile net loss to net cash
     used in operating activities:
       Depreciation and amortization                                               25,451            29,154           156,653
       Write-off of website development costs                                          --                --           842,670
       Write-off of advances to shareholder                                            --                --           136,189
       Write-off of advances on abandoned merger                                       --                --            25,429
       Loss from valuation of investment                                               --                --           113,300
       Consulting fee from issuance of options and warrants                        13,980                --           204,941
       Compensation from issuance of options                                     (103,250)          446,166                --
       Financing costs from issuance of warrants                                   27,588                --            61,715
       Interest converted to note payable                                              --                --            19,449
       Common stock issued for services                                           348,513           207,000           673,458
    Changes in current assets and liabilities:
     Accounts payable                                                              51,802            31,063           534,811
     Accrued wages and payroll taxes                                              (70,014)          440,243         1,608,746
     Accrued expenses and other current liabilities                                 3,594            74,980           118,250
                                                                              -----------       -----------       -----------
NET CASH USED IN OPERATING ACTIVITIES                                            (325,138)          (51,834)       (1,714,409)
                                                                              -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                                             --                --           (13,631)
     Advance to officer/shareholder                                                (8,073)                             (8,073)
     Advances to shareholder                                                           --                --          (151,189)
     Advances on abandoned merger                                                      --                --           (25,429)
     Website development costs                                                         --          (240,763)         (168,534)
                                                                              -----------       -----------       -----------
NET CASH USED IN INVESTING ACTIVITIES:                                             (8,073)         (240,763)         (366,856)
                                                                              -----------       -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Bank overdraft                                                                 7,844                --             7,844
     Proceeds from  notes payable - shareholders                                  137,000           130,000           700,500
     Proceeds from  convertible notes payable                                          --                --           196,915
     Proceeds from exercised warrants for common stock                                 --            37,500            37,500
     Principal payments on notes payable to shareholders                               --                --          (120,000)
     Sales of common stock                                                        210,000           203,000           488,729
     Sales of preferred stock                                                          --                --           800,000
                                                                              -----------       -----------       -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         354,844           370,500         2,111,488
                                                                              -----------       -----------       -----------

NET INCREASE IN CASH                                                               21,633            77,903            30,223

CASH AT BEGINNING OF PERIOD                                                         8,590             9,904                --
                                                                              -----------       -----------       -----------
CASH AT END OF PERIOD                                                         $    30,223       $    87,807       $    30,223
                                                                              ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    NON-CASH FLOW FINANCING AND INVESTING ACTIVITIES:
        Issuance of common stock for:
              Investment in AdPad preferred stock                             $        --       $   100,000       $   190,000
             Repayment of convertible notes payable                                    --                --           365,000
             Payment of accrued interest on convertible notes payable                  --                --            54,047
             Repayment  of notes payable - shareholders                                --                --           130,000
             Payment of accrued interest on notes payable - stockholders               --                --            20,618
             Payment of other liabilities and accruals                                 --                --           711,808
        Paid-in capital contributed from general release of
             accrued compensation by employee stockholders                         45,000                --         1,491,523
            Deferred compensation                                                  93,860                              93,860
        Property and equipment acquired through
             issuance of convertible notes payable                                     --                --           168,085
        Issuance of common stock to effect reverse acquisition                         --                --             1,854
        Website development costs included in accrued wages
            and payroll taxes                                                          --                --           674,136
</TABLE>

   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       5
<PAGE>

                           a21, Inc. and Subsidiaries
                        (A Development Stage Enterprise)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted  in  the  United  States  of  America  for  interim  financial
         information,   without  being  audited,   pursuant  to  the  rules  and
         regulations  of the Securities  and Exchange  Commission.  Accordingly,
         they do not include all of the  information  and footnotes  required by
         accounting  principles  generally  accepted  in the  United  States  of
         America  for  complete   financial   statements.   In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary to make the financial  statements  not misleading
         have been included.  Operation results for the six months June 30, 2003
         are not  necessarily  indicative of the result that may be expected for
         the year ending December 31, 2003. The unaudited condensed consolidated
         financial   statements   should  be  read  in   conjunction   with  the
         consolidated   financial  statements  and  footnotes  included  in  the
         Amendment  No.1 to the Company's  Annual  Report  10-KSB/A for the year
         ended  December  31,  2002  filed  with  the  Securities  and  Exchange
         Commission.

         The accompanying  unaudited condensed consolidated financial statements
         have  been  prepared  assuming  that a21,  Inc.  (the  "Company")  will
         continue as a going  concern.  The Company has  incurred  net losses of
         $622,802  and  $1,280,440  for the six months  ended June 30,  2003 and
         2002,  respectively.  Additionally,  the Company  has  deficit  working
         capital and an accumulated deficit of $6,210,020 at June 30, 2003. This
         condition  raises  substantial  doubt  about the  Company's  ability to
         continue  as a going  concern.  The  accompanying  unaudited  condensed
         consolidated  financial  statements do not include any adjustments that
         might be necessary  should the Company be unable to continue as a going
         concern.

         Management's plans with respect to these matters include  restructuring
         debt,  including  current  liabilities,  through the issuance of common
         stock and entering  into  forbearance  agreements,  continuing to defer
         certain  employee  compensation  as well as payment  of amounts  due to
         affiliates  for  past  due  obligations.  Management  expects  to incur
         additional losses for the foreseeable future and recognizes the need to
         raise capital  through  future  issuance of stock and/or  debentures in
         order to develop a viable business. There can be no assurance that such
         capital can be raised on terms that are acceptable to the Company or at
         all.  The  Company  has found it  necessary  to  implement  severe cost
         cutting measures.  It may also rely increasingly on strategic alliances
         with  others who will  assume  responsibility  for  financing  specific
         required  development  tasks;  thus,  reducing the Company's  financial
         requirements  for  the  exploitation  of its  intellectual  properties.
         Additionally,  the  Company  may  focus on  acquisitions  to build  the
         content and/or infrastructure to support the Company's business.  There
         can be no assurance that such  acquisitions  will be available on terms
         that are favorable to the Company or at all.

         The Company has been able to finance its operations by raising  capital
         through  the  private   placement  of  common  and   preferred   stock,
         convertible debt and notes.



                                       6
<PAGE>


2.       SIGNIFICANT ACCOUNTING POLICIES

         At  June  30,  2003,  the  Company  had  three   stock-based   employee
         compensation  plans. As permitted  under SFAS No. 148,  "Accounting for
         Stock-Based  Compensation--Transition  and  Disclosure",  which amended
         SFAS No. 123 ("SFAS 123"),  "Accounting for Stock-Based  Compensation",
         the  Company has  elected to  continue  to follow the  intrinsic  value
         method  in  accounting  for  its  stock-based   employee   compensation
         arrangements as defined by Accounting  Principles Board Opinion ("APB")
         No.  25,  "Accounting  for Stock  Issued  to  Employees",  and  related
         interpretations   including   Financial   Accounting   Standards  Board
         Interpretation No. 44, "Accounting for Certain  Transactions  Involving
         Stock  Compensation",  an  interpretation of APB No. 25. No stock-based
         employee  compensation  cost is reflected  in net loss,  as all options
         granted  under those  plans had an  exercise  price equal to the market
         value  of the  underlying  common  stock  on the  date  of  grant.  The
         following  table  illustrates  the effect on net loss and  earnings per
         share if the Company had applied the fair value recognition  provisions
         of SFAS 123 to stock-based employee compensation:


<TABLE>
<CAPTION>
                            Three months ended, June 30,  Six months ended, June 30,
                               ----------------------    ----------------------------
                                  2003        2002            2003           2002
                               ---------    ---------    -------------  -------------
<S>                            <C>          <C>          <C>            <C>
Net loss as Reported           $(356,723)   $(930,910)   $    (622,802) $  (1,280,440)

Deduct: Total stock-based
compensation expense deter-
mined under fair value-based
method for all awards, net
of related tax effect             21,461                        42,921
                               ---------    ---------    -------------  -------------

Pro Forma Net Loss             $(378,184)   $(930,910)   $    (665,723) $  (1,280,440)

Basic and Diluted Net Loss
Per Share as Reported          $   (0.02)   $   (0.09)   $       (0.04) $       (0.15)
Basic and Diluted Pro Forma
Neet Loss Per Share            $   (0.02)   $   (0.09)   $       (0.05) $       (0.15)
</TABLE>



         The fair  value of  options  at date of grant was  estimated  using the
         Black-Scholes  fair value  based  method  with the  following  weighted
         average assumptions:

                                                           2003
                                                           ----
         Expected Life (Years)                                5
         Interest Rate                                     4.00%
         Annual Rate of Dividends                             0%
         Volatility                                         308%

3.       NEW ACCOUNTING PRONOUNCEMENT

         On May 15,  2003,  the  Financial  Accounting  Standards  Board  issued
         Statement of Financial Accounting Standards (SFAS) 150, "Accounting for
         Certain Financial  Instruments with Characteristics of Both Liabilities
         and  Equity".   SFAS  150  establishes  standards  for  how  an  issuer


                                       7
<PAGE>

         classifies   and   measures   certain   financial    instruments   with
         characteristics  of both  liabilities  and equity.  It requires that an
         issuer  classify a financial  instrument  that is within its scope as a
         liability  (or an asset in some  circumstances).  SFAS 150  affects the
         issuer's   accounting  for  three  types  of   freestanding   financial
         instruments.

         o        Mandatorily  redeemable  shares,  which the issuing company is
                  obligated to buy back in exchange for cash or other assets.

         o        Instruments that do or may require the issuer to buy back some
                  of its shares in exchange for cash or other  assets;  includes
                  put options and forward purchase contracts.

         o        Obligations  that can be settled  with  shares,  the  monetary
                  value of which is fixed,  tied  solely or  predominantly  to a
                  variable such as a market index, or varies  inversely with the
                  value of the issuers' shares.


         SFAS 150 does not apply to features embedded in a financial  instrument
         that is not a derivative in its entirety.  Most of the guidance in SFAS
         150 is effective for all financial instruments entered into or modified
         after May 31, 2003,  and otherwise is effective at the beginning of the
         first interim period beginning after June 15, 2003. The Company has not
         yet completed its analysis of SFAS 150; however, it believes that it is
         currently  substantially  in compliance  with the  requirements of SFAS
         150.

4.       FINANCIAL TRANSACTIONS

         Issuance of Common Stock, Options and Warrants

         The following is a summary of common stock transactions  during the six
         months ended June 30, 2003.

         Issuance of Common Stock, Options and Warrants

         In January 2003,  the Company issued 130,000 shares of its common stock
         for advisory services rendered valued at $20,475.

         In January 2003,  the Company  issued 50,000 shares of its common stock
         for investment banking services rendered valued at $15,000.

         In January 2003, the Company granted warrants to purchase 50,000 shares
         of its  common  stock  at  $1.75  per  share  in  connection  with  its
         investment banking agreement.

         In February and March 2003,  the Company  granted  warrants to purchase
         57,000 shares of its common stock at $0.30 per share in connection with
         raising working capital and the issuance of notes payable.

         In March 2003, the Company  granted  warrants to purchase 50,000 shares
         of its  common  stock at $0.20 per  share in  connection  with  raising
         working capital and the issuance of notes payable.

         In April 2003,  the Company  issued  4,274  shares of its common  stock
         valued  at par value of $4 as a result  of an  adjustment  to the total
         shares issued in connection  with the reverse  acquisition  of Saratoga
         Holdings I, Inc. on April 30, 2002.



                                       8
<PAGE>

         In April 2003,  the Company  issued  100,000 shares of its common stock
         for consulting services to be rendered valued at $23,333.

         In May 2003,  the Company issued 120,000 shares of its common stock for
         past consulting services rendered valued at $28,000.

         In May 2003,  the Company  issued 50,000 shares of its common stock for
         financial advisory services to be rendered valued at $11,667.

         In May 2003,  the Company issued 375,000 shares of its common stock for
         research services to be rendered valued at $87,500.

         In May 2003,  the Company  issued 500,000 shares of its common stock to
         an investor for cash consideration of $100,000.

         In May 2003,  the Company  issued 400,000 shares of its common stock to
         an investor for cash consideration of $110,000.

         In May 2003,  the Company issued 35,750 shares of its common stock to a
         legal advisor for services to be rendered valued at $8,342.

         In June 2003, the Company issued 45,000 shares of its common stock to a
         financial consultant for services to be rendered valued at $4,950.

         In June 2003,  the  Company  issued 100 shares of its common  stock for
         services rendered valued at $11.

         In June 2003,  the Company  issued  100,000  shares of its common stock
         valued at  $11,000  as a good  faith  advance  for its  acquisition  of
         Nonstock,   Inc.  referred  to  in  the  other  financial  transactions
         described below. At closing of the  acquisition,  the 100,000 shares of
         common stock will be deducted from any consideration  paid to Nonstock.
         The shares  will only vest upon  closing of the  acquisition  or if the
         Company  decides  not to pursue the  acquisition.  The  closing of this
         acquisition is contingent  upon  acceptable  due diligence,  acceptable
         financing and an acceptable definitive agreement.

         In June 2003,  the Company issued 85,000 shares of its common stock for
         compensation  to a  consultant  of the  Company  who is acting as Chief
         Operating Officer valued at $33,750.

         In June 2003, the Company issued 30,000 shares of its common stock to a
         director of the Company in exchange  for  advisory  services  valued at
         $2,400.

         In June 2003, the Company issued 50,000 shares of its common stock to a
         director of the Company in exchange for advisory services as a director
         valued at $4,000.

         In June 2003, the Company issued  1,013,005  shares of its common stock
         to a company  controlled by the Company's  chairman in exchange for all
         compensation  due from  November 1, 2002 through May 31, 2003 valued at
         $105,000.



                                       9
<PAGE>

         In June 2003, the Company issued  1,138,005  shares of its common stock
         to a company controlled by the Company's  president in exchange for all
         compensation  due from  October 1, 2002  through May 31, 2003 valued at
         $120,000.

         Other Financial Transactions

         On February 10, 2003, the Company entered into a non-binding  Letter of
         Intent  to  purchase  all of  the  assets  and  assume  certain  of the
         liabilities of Nonstock,  Inc. ("NSI"), a New York company,  engaged in
         the licensing  and sale of stock  photography.  Upon  completion of the
         acquisition,  NSI will become a subsidiary  of the Company.  Closing of
         the  transaction  is contingent on the completion of  satisfactory  due
         diligence,   satisfactory  financing,   and  an  acceptable  definitive
         agreement.

         On April 16, 2003,  the Company  entered into a  non-binding  Letter of
         Intent to purchase all of the outstanding  capital stock of SuperStock,
         Inc. ("SSI"),  a Florida company,  engaged in the licensing and sale of
         stock photography,  from the current  shareholders.  Upon completion of
         the acquisition,  SSI will become a subsidiary of the Company.  Closing
         of the  transaction  is contingent on  completion of  satisfactory  due
         diligence,   satisfactory  financing,   and  an  acceptable  definitive
         agreement.

         In June 2003 the Company raised  additional  working capital by issuing
         two notes payable each in the amount of $15,000 to a company controlled
         by a shareholder and chairman of the company and to a shareholder. Both
         the notes are due on demand.

5.       Legal Proceedings

         On  December  31,  2001,  the  landlord  of the  Company's  former  San
         Francisco  office  commenced  an action  against  the  Company  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
         $88,500 plus stipulated interest in ten installments commencing,  April
         2002. In September  2002,  the Company paid the  remaining  outstanding
         balance  of  $49,427 by the  issuance  of shares of common  stock of an
         unrelated  entity  held by the  Company  (and  which  the  Company  had
         received in exchange  for  130,000  shares of its common  stock with an
         investor) and the matter was dismissed with prejudice. On June 9, 2003,
         the former  landlord  filed a  complaint  against a  subsidiary  of the
         Company in which they  allege  that they  believe  the shares of common
         stock paid to them pursuant to the above-mentioned settlement agreement
         are insufficient due to their value and lack of liquidity.  On July 17,
         2003,  the  Company  filed  an  answer  to the  complaint  denying  all
         allegations,  and the Company also  believes it has a set-off claim due
         from the landlord of $1,745.  The Company believes that it has complied
         fully with the terms of the  settlement  agreement,  denies that it has
         any further  liability to its former landlord and intends to vigorously
         defend the action.

6.       COMMITMENTS AND CONTINGENCIES

         On May 23, 2003 the  Company's  common  stock ceased to be eligible for
         quotation on the OTC Bulletin  Board as a result of its failure to file
         a Annual  Report on Form  10-KSB for the year ended  December  31, 2002
         containing  audited  financial  statements before the expiration of the
         30-day grace period  provided by the OTC Bulletin  Board.  Accordingly,
         the  Company's  common  stock is  currently  quoted in the Pink Sheets.
         Subsequent to its removal from the OTC  Bulletin,  the Company filed an
         amended  Annual  Report  on  Form  10-KSB/A   containing  all  required


                                       10
<PAGE>

         information as well as certain amended Quarterly Reports on Form 10-QSB
         for the  period  ended June 30,  2002 and  September  30,  2002 and its
         Quarterly Report on Form 10-QSB for the period ended March 31, 2003.

         The  Company  is  working  with a  registered  market  maker to  resume
         quotations of the Company's common stock on the OTC Bulletin Board. The
         market  maker has  submitted  the  requisite  Form 211 to the  National
         Association  of  Securities  Dealers  ("NASD") and has responded to all
         comments and questions  generated by the NASD. The Company  understands
         that the  market  maker  is using  its best  efforts  to  expedite  the
         reinclusion  of the  Company's  common  stock for  quotation on the OTC
         Bulletin Board; however, there can be no assurance as to when, if ever,
         that such approval will be obtained.



                                       11
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operations

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America  for  interim  financial  information,  without  being
audited,  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.  Accordingly,  they  do  not  include  all of  the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary to make the financial  statements not  misleading  have been included.
Operating  results for the six months  ended June 30,  2003 are not  necessarily
indicative  of the result that may be expected for the year ending  December 31,
2003. The unaudited condensed  consolidated  financial statements should be read
in conjunction with the consolidated financial statements and footnotes included
in Amendment  No.1 to the Company's  Annual Report on Form 10-KSB/A for the year
ended December 31, 2002.


Results of Operations

Three months ended, June 30, 2003 vs June 30, 2002

For the three months ended June 30, 2003,  a21, Inc. (the  "Company") was in the
development  stage as it was last year for the three months ended June 30, 2002,
while  the  Company  built  its  business  plan,  raised  capital,  recruited  a
management team, and reviewed potential  acquisitions.  Research and development
costs for this  quarter were $0 compared to $54,118 in the first  quarter  2002.
The decrease is attributable to more focus on seeking  acquisitions  and less on
building   internal   infrastructure.   The   Company   incurred   general   and
administrative costs of $308,343 for the quarter ended June 30, 2003 compared to
general and  administrative  costs of $843,939 during last year's  corresponding
quarter.  The reduction in general and  administrative  costs is a result of the
Company's  reduction  in  personnel  overhead  since the first  quarter of 2003.
Depreciation  expense  for the three  months  ended  June 30,  2003 was  $12,726
compared to $14,578 for the three months ended June 30, 2002.  The  reduction in
depreciation  expense is a result of no acquisitions  of additional  depreciable
assets and the  complete  depreciation  of some  assets in the first  quarter of
2003. As a result of the  foregoing,  the Company's  operating loss decreased to
$356,723  as  compared  to an  operating  loss of  $930,910  during  last year's
corresponding quarter. Interest expense for the three months ended June 30, 2003
was $35,654  compared to $18,275 for the three months  ended June 30, 2002.  The
increase in the interest expense is a result of the imputed interest  associated
with  the  Company  issuing  warrants  to  certain  note  holders  resulting  in
additional finance costs.


Six Months Ended June 30, 2003 vs. June 30, 2002

For the six months ended June 30, 2003, the Company was in the development stage
as it was last year for the six months  ended June 30,  2002,  while the Company
built its  business  plan,  raised  capital,  recruited a management  team,  and
sourced for  potential  acquisitions.  Research  and  development  costs for the
current  six-month period were $0 compared to $95,979 in the six-month period in
2002. The Company incurred selling, general and administrative costs of $545,724
and had an  operating  loss of  $622,802  for the  current  period  compared  to
selling, general and administrative costs of $1,124,171 and an operating loss of
$1,280,440   during  last  year's   period.   The   reduction   in  general  and
administrative  costs is a result of the Company reducing its personnel overhead
since the first quarter of 2003.  Depreciation  expense for the six months ended
June 30, 2003 was $25,451  compared to $29,154 for the six months ended June 30,
2002.




                                       12
<PAGE>

Liquidity and Capital Resources

During the six month period ended June 30, 2003, the Company's  working  capital
deficit  increased by $63,593 from a working  capital  deficit of  $1,059,793 at
December  31, 2002,  to a deficit of  $1,123,386  at June 30, 2003.  At June 30,
2003,  cash  totaled  $30,223.  Accounts  payable,  including a bank  overdraft,
increased  $59,646 from  December 31, 2002.  Accrued  expenses,  accrued  wages,
payroll taxes and other current  liabilities  decreased by $66,420 from December
31, 2002.

The  Company's  current  capital  resources  are not  sufficient  to support the
existing  and  anticipated  levels of business for the next twelve  months.  The
Company has been funding its operations  through an increase in accounts payable
and accrued  expenses  in addition to capital  that it has raised in the form of
notes,  convertible notes and equity. The Company has experienced cash shortages
and  inability  to pay its  obligations  from time to time in 2002 and  2003.  A
significant  portion of its current  liabilities is past due.  These  conditions
raise doubt about the  Company's  ability to  continue as a going  concern.  The
Company will have to raise  additional  capital in order to meet its current and
future obligations. While management has plans to address these issues, there is
no guarantee that management will be successful in their resolution.

Management's  plans with respect to these matters  include  restructuring  debt,
including current liabilities, through the issuance of common stock and entering
into   forbearance   agreements,   and  continuing  to  defer  certain  employee
compensation  as well as  payment  of  amounts  due to  affiliates  for past due
obligations.  Management  expects to incur additional losses for the foreseeable
future and recognizes the need to raise capital through future issuance of stock
and/or  debentures in order to develop a viable business.  The Company has found
it  necessary  to  implement  severe  cost  cutting  measures.  It may also rely
increasingly on strategic  alliances with others who will assume  responsibility
for financing specific required  development tasks; thus, reducing the Company's
financial requirements for the exploitation of its intellectual properties.

Primarily,  the Company is focusing on  acquisitions to build the content and/or
infrastructure to support the Company's business plan. The Company has currently
two  executed   non-binding   letters  of  intent  which  are  contingent   upon
satisfactory  due  diligence,   financing  and  mutually  agreeable   definitive
agreements. There can be no assurance that such acquisitions will close on terms
that are favorable to the Company if at all.

The  Company  plans to raise  additional  capital  in the form of both  debt and
equity to  support  its  acquisition  plan.  The  Company  has  engaged  various
financial  professionals and investment bankers to assist in the raising of this
additional  capital.  While the Company  believes it will be  successful  in the
raising of this additional capital, there can be no assurance that it will be on
terms that are favorable to the Company or at all.

The Company  currently has limited its product research and development  efforts
in order to focus on locating  acquisitions,  which fit its business plan. While
the Company believes that it has identified  acquisitions that meet the criteria
of  its  business  plan,  there  can  be no  assurance  that  the  Company  will
successfully complete such acquisitions.




                                       13
<PAGE>

As a result of the Company's focus on its acquisition plan, the Company does not
expect to spend any significant capital on new purchases of plant and equipment.
Additionally,  the Company does not expect to significantly  expand its employee
base until such time as it completes it  acquisitions.  Even if it does complete
its   acquisitions,   it  does  not  expect  its  employee  roster  to  increase
significantly  except as a result of the  retention  of  employees  of its newly
acquired subsidiaries.

The Company has been able to finance its operations by raising  capital  through
the private placement of common and preferred stock, convertible debt and notes.

During the six months  month  period  ended June 30,  2003,  the Company  raised
working  capital  through  the  issuance  of  $137,000  in  notes  payable  to a
shareholder  and to companies  controlled by  shareholders  of the Company.  The
Company also issued 900,000 shares of its common stock for cash in the amount of
$210,000 and issued 3,321,860 shares of common stock for services.

Other Financial Events

On May 23, 2003 the  Company's  common stock ceased to be eligible for quotation
in the OTC Bulletin  Board as a result of its failure to file a Annual Report on
Form 10-KSB for the year ended December 31, 2002  containing  audited  financial
statements  before the expiration of the 30-day grace period provided by the OTC
Bulletin Board.  Accordingly,  the Company's common stock is currently quoted in
the Pink Sheets.  Subsequent to its removal from the OTC  Bulletin,  the Company
filed an  amendment  Annual  Report on Form  10-KSB/A  containing  all  required
information as well as certain amended  Quarterly Reports on Form 10-QSB for the
period ended June 30, 2002 and September  30, 2002 and its  Quarterly  Report on
Form 10-QSB for the period ended March 31,  2003.  The Company is working with a
registered  market maker to resume  quotations of the Company's  common stock on
the OTC Bulleting.  The market maker has submitted the requisite Form 211 to the
National  Association  of Securities  Dealers  ("NASD") and has responded to all
comments and questions  generated by the NASD. The Company  understands that the
market  maker is using its best  efforts  to  expedite  the  reinclusion  of the
Company's common stock for quotation on the OTC Bulletin Board;  however,  there
can be no assurance as to when, if ever, that such approval will be obtained.

Item 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on their  evaluation of our disclosure  controls and procedures  conducted
within 90 days of the date of filing this quarterly  report on Form 10-QSB,  our
Principal  Executive Officer and the Principal  Financial Officer have concluded
that our  disclosure  controls and  procedures  (as defined in Rules 13a-(c) and
15d-(c) promulgated under the Securities Exchange Act of 1934 are effective.

(b) Changes in Internal Controls

There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,  and no corrective  actions with regard to significant  deficiencies
and material weaknesses were taken.


                                       14
<PAGE>

                           Part II - Other Information


Item 1. Legal Proceedings

On December 31, 2001, the landlord of the Company's  former San Francisco office
commenced an action against the Company 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 $88,500 plus stipulated interest in ten installments commencing,
April 2002.  In  September  2002,  the Company  paid the  remaining  outstanding
balance of $49,427 by the  issuance  of shares of common  stock of an  unrelated
entity held by the Company  (and which the Company had  received in exchange for
130,000  shares  of its  common  stock  with an  investor)  and the  matter  was
dismissed with prejudice. On June 9, 2003, the former landlord filed a complaint
against a  subsidiary  of the Company in which they allege that they believe the
shares of common stock paid to them pursuant to the  above-mentioned  settlement
agreement are insufficient due to their value and lack of liquidity. On July 17,
2003, the Company filed an answer to the complaint denying all allegations,  and
the  Company  also  believes  it has a set-off  claim due from the  landlord  of
$1,745.  The Company  believes that it has complied  fully with the terms of the
settlement  agreement,  denies that it has any further  liability  to its former
landlord and intends to vigorously defend the action.

Item 2. Changes in Securities

In January  2003,  the  Company  issued  50,000  shares of its common  stock for
investment banking services rendered valued at $15,000.

In January 2003, the Company  granted  warrants to purchase 50,000 shares of its
common  stock at $1.75  per  share in  connection  with its  investment  banking
agreement.

In February  and March 2003,  the Company  granted  warrants to purchase  57,000
shares of its common stock at $0.30 per share in connection with raising working
capital and the issuance of notes payable.

In March 2003,  the Company  granted  warrants to purchase  50,000 shares of its
common stock at $0.20 per share in connection  with raising  working capital and
the issuance of notes payable.

In April 2003, the Company issued 4,274 shares of its common stock valued at par
value  of $4 as a  result  of an  adjustment  to  the  total  shares  issued  in
connection  with the reverse  acquisition of Saratoga  Holdings I, Inc. on April
30, 2002.

In May 2003,  the Company  issued  120,000  shares of its common  stock for past
consulting services rendered valued at $28,000.

In May 2003,  the Company issued 50,000 shares of its common stock for financial
advisory services to be rendered valued at $11,667.

In May 2003,  the Company issued 375,000 shares of its common stock for research
services to be rendered valued at $87,500.

In May  2003,  the  Company  issued  500,000  shares of its  common  stock to an
investor for cash consideration of $100,000.



                                       15
<PAGE>

In May  2003,  the  Company  issued  400,000  shares of its  common  stock to an
investor for cash consideration of $110,000.

In June  2003,  the  Company  issued  45,000  shares  of its  common  stock to a
financial consultant for services to be rendered valued at $4,950.

In June 2003,  the Company  issued 100 shares of its common  stock for  services
rendered valued at $11.

In June 2003,  the Company  issued  100,000 shares of its common stock valued at
$11,000 as a good faith advance for its acquisition of Nonstock,  Inc.  referred
to in the other  financial  transactions  described  below.  At  closing  of the
acquisition,  the  100,000  shares of common  stock  will be  deducted  from any
consideration  paid to the sellers of  Nonstock.  The shares will only vest upon
closing  of the  acquisition  or if  the  Company  decides  not  to  pursue  the
acquisition.  The closing of this  acquisition is contingent upon acceptable due
diligence, acceptable financing and an acceptable definitive agreement.

In June  2003,  the  Company  issued  85,000  shares  of its  common  stock  for
compensation  to a  consultant  of the Company who is acting as Chief  Operating
Officer valued at $33,750.

In June 2003, the Company issued 30,000 shares of its common stock to a director
of the Company in exchange for advisory services valued at $2,400.

In June 2003, the Company issued 50,000 shares of its common stock to a director
of the Company in exchange for advisory services as a director valued at $4,000.

In June 2003,  the  Company  issued  1,013,005  shares of its common  stock to a
company  controlled by the Company's  chairman in exchange for all  compensation
due through May 31, 2003 valued at $105,000.

In June 2003,  the  Company  issued  1,138,005  shares of its common  stock to a
company  controlled by the Company's  president in exchange for all compensation
due through May 31, 2003 valued at $120,000.

The  Company  believes  that the  issuance of these  securities  was exempt from
registration under the Securities Act by virtue of Section 4(2) thereunder.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K


(a)      Exhibits


                                       16
<PAGE>

         Exhibit 31.1 (Section 302)
         Exhibit 31.2 (Section 302)
         Exhibit 32.1 (Section 906)
         Exhibit 32.2 (Section 906)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002


(b)      Reports on Form 8-K

         The Company  filed a Report on Form 8-K during the  quarter  ended June
         30, 2003. The Company filed a Current Report on Form 8-K on May 6, 2003
         as amended by Form 8-K/A filed May 7, 2003 with respect to Item 4.



                                       17
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be signed on its  behalf  by the  undersigned,  there  unto duly
authorized.

                                     a21, Inc.

Date: August 6, 2003                 By: /s/ Haim Ariav
                                         ---------------------------------------
                                         Haim Ariav.
                                         President (Principal Executive Officer)


Date: August 6, 2003                 By: /s/ Albert H. Pleus
                                         ---------------------------------------
                                         Albert H. Pleus
                                         Chairman (Principal Accounting and
                                         Financial Officer)




                                       18