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


 /X/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

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


                  FOR THE TRANSITION PERIOD FROM _____ TO_____

                        Commission File Number: 333-68213

                                    a21, INC.
              (Exact name of small business issuer in its charter)

                Texas                                        74-2896910
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification No.)

7660 Centurion Parkway, Jacksonville, Florida 32256        (904) 565-0066
     (Address of principal executive offices)        (Issuer's telephone number)


Check  whether  the issuer  (1) has 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 38,073,737  shares of the Company's common stock outstanding on April
30, 2004.


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

<PAGE>

                                TABLE OF CONTENTS


                                                                            PAGE

PART I-  FINANCIAL INFORMATION.................................................

         ITEM 1. FINANCIAL STATEMENTS..........................................

         CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2004
           (UNAUDITED) AND DECEMBER 31, 2003.................................F-1

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR
           THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003....................F-2

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR
           THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003....................F-3

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          (UNAUDITED)........................................................F-4

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................1

         ITEM 3. CONTROLS AND PROCEDURES.......................................3


PART II- OTHER INFORMATION.....................................................3

         ITEM 1. LEGAL PROCEEDINGS.............................................3

         ITEM 2. CHANGES IN SECURITIES AND ISSUER PURCHASE
                 OF EQUITY SECURITIES..........................................3

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................3

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........3

         ITEM 5. OTHER INFORMATION.............................................3

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..............................4

<PAGE>

                           a21, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>
                                                                                 March 31,     December 31,
                                                                                   2004            2003
                                                                               ------------    ------------
                                                                               (Unaudited)
                                     ASSETS

CURRENT ASSETS
<S>                                                                                     <C>             <C>
     Cash                                                                      $    963,120    $        702
     Accounts receivable, net of allowance for doubtful acccounts of $50,000      1,434,737              --
     Prepaid expenses and deposits                                                  243,702              --
                                                                               ------------    ------------
       TOTAL CURRENT ASSETS                                                       2,641,559             702
                                                                               ------------    ------------

PROPERTY AND EQUIPMENT - net                                                      8,070,949          14,732
PHOTO COLLECTION - net                                                            2,812,081              --
OTHER ASSETS
     Goodwill                                                                     3,552,350              --
     Long-term note receivable                                                       70,448              --
     Advance to shareholder                                                          15,000          15,000
     Other assets                                                                   222,277              --
                                                                               ------------    ------------
                                                                                  3,860,075          15,000
                                                                               ------------    ------------
                                                                               $ 17,384,664    $     30,434
                                                                               ============    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                     $  2,407,787         955,292
     Accrued purchase price payable                                                 300,000              --
     Note payable to bank                                                         4,032,637              --
     Unsecured notes payable to affililiates                                         85,176         584,266
     Unsecured notes payable to others, net                                         845,772              --
     Deferred income taxes                                                          154,539              --
                                                                               ------------    ------------
       TOTAL CURRENT LIABILITIES                                                  7,825,911       1,539,558
                                                                               ------------    ------------

LONG TERM LIABILITIES
     Note payable to sellers                                                      1,576,250              --
     Convertible subordinated notes payable, net                                    956,748              --
     Deferred income taxes                                                        1,795,000              --
                                                                               ------------    ------------
          Total long-term liabilities                                             4,327,998              --

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                                                 2,800,085              --

SHAREHOLDERS' EQUITY:
     Preferred stock, $.001 par value,  100,000 shares authorized,
       no shares issued and outstanding                                                  --              --
     Common stock, $.001 par value,  100,000,000 shares authorized,
       41,753,512 issued and 38,073,737 outstanding                                  41,754          22,708
     Treasury stock (at cost, 3,679,775 shares)                                          --              --
     Additional paid-in capital                                                   9,907,827       5,388,384
     Deficit                                                                     (7,520,435)     (6,920,216)
     Cumulative translation adjustment                                                1,524              --
                                                                               ------------    ------------
       TOTAL SHAREHOLDERS' EQUITY                                                 2,430,670      (1,509,124)
                                                                               ------------    ------------
                                                                               $ 17,384,664    $     30,434
                                                                               ============    ============
</TABLE>

           See notes to condensed consolidated financial statements


                                      F-1
<PAGE>
                           a21 , Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                              For the three months
                                               ended, March 31,
                                              2004            2003
                                          ------------    ------------
REVENUE                                   $    797,868    $         --

COST OF REVENUE                                211,747
                                          ------------    ------------

       GROSS PROFIT                            586,121              --


EXPENSES:
    Selling, general and administrative        986,651         237,381
    Depreciation and amortization               98,963          12,725
    Interest expense, net                      100,726          15,973
                                          ------------    ------------
       TOTAL EXPENSES                        1,186,340         266,079

                                          ------------    ------------

       NET LOSS                           $   (600,219)   $   (266,079)
                                          ============    ============

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

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED       25,726,916      14,086,125
                                          ============    ============


            See notes to condensed consolidated financial statements


                                       F-2
<PAGE>
                           a21 , Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  For the three months ended March 31,
                                                                                       ----------------------------
                                                                                          2004             2003
                                                                                       -----------      -----------
<S>                                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                              $(600,219)       $(266,079)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
           Depreciation & Amortization                                                      98,963           12,725
           Amortization of debt discount                                                    53,596               --
           Compensation from prior issuance of variable options                            305,250               --
           Compensation from the issuance of options                                        48,056            7,666
           Consulting fees from the issuance of options and warrants                            --           13,980
           Common stock issued for services                                                     --           47,420
           Amortization of finance costs from the issuance of warrants                          --            5,985
   Changes in current assets and liabilities
           Accounts receivable                                                            (202,159)              --
           Prepaid exp & other current assets                                             (115,050)              --
           Other assets                                                                     (1,259)              --
           Accounts payable and accrued expenses                                            84,925          100,488
           Deferred income taxes                                                            (9,120)              --
                                                                                       -----------      -----------
           NET CASH USED IN OPERATING ACTIVITIES                                          (337,017)         (77,815)
                                                                                       -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Investment in acquisition of SuperStock, net of cash balance of
          SuperStock at date of acquisition in the amount of $1,150,653                 (1,400,437)              --
       Investment in plant and equipment                                                   (95,449)              --
                                                                                       -----------      -----------
           CASH USED IN INVESTING ACTIVITIES                                            (1,495,886)              --
                                                                                       -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from sale of common stock and warrants                                   2,790,000               --
   Proceeds from issuance of unsecured notes payable and warrants                        1,050,000               --
   Proceeds fom issuance of convertible subordinated notes payable
     and warrants                                                                        1,250,000               --
   Proceeds from notes payable to affiliates                                                    --          107,000
   Repayment of revolving credit line                                                   (1,700,000)              --
   Repayment notes payable                                                                 (74,770)              --
   Principal payment of long-term debt                                                    (521,328)              --
                                                                                       -----------      -----------

           CASH PROVIDED BY FINANCING ACTIVITIES                                         2,793,902          107,000
                                                                                       -----------      -----------

NET (DECREASE) INCREASE IN CASH                                                            960,999           29,185
                                                                                       -----------      -----------

EFFECT OF CUMULATIVE TRANSLATION ADJUSTMENTS                                                 1,419               --
                                                                                       -----------      -----------

CASH AT BEGINNING OF PERIODS                                                                   702            8,590
                                                                                       -----------      -----------

CASH AT END OF PERIODS                                                                 $   963,120      $    37,775
                                                                                       ===========      ===========

                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

NON-CASH FLOW FINANCING AND INVESTING ACTIVITIES:
    Issuance of common stock for:
        Repayment of notes payable to affiliates (with warrants)                       $   424,320      $        --
        Payment of accrued interest on notes payable to affiliates                          50,680               --
        Payment of accrued compensation (with warrants)                                    136,250               --
        Placement costs in connection with the sale of common stock                            450               --
        Investment bankers and advisors as part of acquisition costs of SuperStock          13,035               --
        Exercised options as part of acquisition cost of SuperStock                        136,500               --
   Issuance of warrants for financing costs                                                     --           27,588
   Debt discount from warrants issued in connection with unsecured notes
      payable and convertible subordinated notes payable                                   551,076               --
   Issuance of warrants as part of acquisition costs of SuperStock                          83,322               --
   Note payable to sellers on acquisition of SuperStock                                  1,576,250               --
   Accrued purchase price payable to sellers of SuperStock                                 300,000               --
   Minority interest for Seller Preferred issued on acquisition of SuperStock            2,800,085               --
   Accrued acquisition costs                                                                17,005               --
   Acquisition of SuperStock (Note C)                                                    7,477,287               --
</TABLE>

            See notes to condensed consolidated financial statements


                                       F-3
<PAGE>

a21, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2004
(Unaudited)


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, 2004 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  have been presented on a going concern basis and do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue  as  a  going  concern.  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
     for the year ended December 31, 2003 filed with the Securities and Exchange
     Commission.  The independent  auditors' report on such financial statements
     expressed  substantial  doubt about the Company's  ability to continue as a
     going  concern.  The Company has contracted to sell  SuperStock's  land and
     building  for  $7,500,000,  which it  intends  to use to repay a bank  note
     payable of approximately  $4,000,000 that is secured by a first mortgage on
     the facility and to repay other indebtedness and/or for working capital.

     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.

     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
     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.

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

     [1] Nature of Business:

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

     [2] Principles of consolidation:

     The consolidated  financial  statements include the accounts of the Company
     and  its   subsidiaries.   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.  Accordingly,  licensing
     revenues  are  recognized  when a client  licenses a  reproduction  and the
     Company is  notified  as to the  manner in which it will be used.  Revenues
     from catalog sales are recognized when the completed catalogs are shipped.

                                      F-4
<PAGE>

a21, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2004
(Unaudited)

     [4] 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.

     [5] Fair value of financial instruments:

     The Company's  financial  instruments  consist primarily of cash,  accounts
     payable and 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 shareholders
     and an  affiliated  company are not  reasonably  determinable  based on the
     related party nature of the transactions.

     [6] 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.

     [7] 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 by the  straight-line  method over the assets'  estimated lives
     ranging from 3 to 39 years. Upon sale or retirement of plant and equipment,
     the related cost and accumulated depreciation are removed from the accounts
     and any gain or loss is reflected  in  operations.  Property and  equipment
     includes $7,521,000 attributable to SuperStock's land and building at March
     31, 2004.

     [8] Photo collection:

     The  Company's  photo  collection  is  recorded at cost.  Expenditures  for
     additions and betterments to the collection are  capitalized.  Depreciation
     of the photo  collection is computed by the  straight-line  method over the
     assets'  estimated lives of 7 years. Upon sale or retirement of any portion
     of the  collection,  the  related  cost and  accumulated  depreciation  are
     removed from the accounts and any gain or loss is reflected in operations.

     [9] 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.

     [10] Goodwill:

     The Company has adopted Statement of Financial  Accounting Standards (SFAS)
     No. 142,  "Goodwill and Other Intangible  Assets." This statement  required
     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  estimates  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, our future  weighted  average cost of capital,
     and our  future  financial  performance.  As  circumstances  change,  it is

                                      F-5
<PAGE>

a21, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2004
(Unaudited)

     reasonably possible that future goodwill impairment tests could result in a
     loss on impairment of assets,  which would be included in the determination
     of net income (loss).

     [11] Income taxes:

     The Company uses the asset and liability  method of accounting for deferred
     income  taxes.  Deferred  income  taxes are  measured by  applying  enacted
     statutory rates to net operating loss  carryforwards and to the differences
     between the financial  reporting  and tax bases of assets and  liabilities.
     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.

     [12] 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
     3 months ended March 31, 2004 and 2003,  the basic and diluted net loss per
     share  is the  same  since  the  effect  from  the  potential  exercise  of
     outstanding stock options and warrants would have been  anti-dilutive.  The
     Seller  Preferred have also been excluded from the computation of basic and
     diluted net loss per share for the quarter ended March 31, 2004.

NOTE C - ACQUISITION OF SUPERSTOCK, INC.

     In February 2004, the Company  completed the  acquisition of SuperStock,  a
     licensor  of stock  images to  primarily  the  advertising  and  publishing
     industries.  SuperStock's primary assets include images that it either owns
     or  licenses  from third  parties,  a  facility  in  Jacksonville,  Florida
     ("SuperStock Facility"), accounts receivable and cash. In consideration for
     all of the  outstanding  common stock of  SuperStock,  the Company paid (i)
     $2,601,000 in cash;  (ii) $1,576,000 in the form of a promissory note at an
     interest rate starting at LIBOR plus 1.9% ("Seller Note");  (iii) 1,667,000
     shares of non-voting  participating  preferred stock of SuperStock ("Seller
     Preferred"),  which is exchangeable  into 5,000,000 shares of the Company's
     common stock; and (iv) warrants to purchase 160,000 shares of the Company's
     common  stock at  $0.56  per  share.  The  purchase  price  is  subject  to
     adjustments  based on the  finalization  of  SuperStock's  closing  balance
     sheet. The sellers may also receive up to an additional  $1,200,000 in cash
     if SuperStock's  revenue meets  projections for the four-year  period after
     the date of the  acquisition,  $300,000  of which is  reflected  as accrued
     purchase price in the  accompanying  condensed  consolidated  balance sheet
     because management  believes that such portion of the contingency is likely
     to be met.  The  sellers  may  also  receive  an  additional  $300,000  and
     additional  equity  compensation  if  revenue  exceeds   projections.   The
     principal on the Seller Notes is due and payable upon the earliest to occur
     of (a) April 30, 2005, (b) the sale of SuperStock's  land and building,  or
     (c) to the extent of fifty percent (50%) of  additional  capital  raised by
     the Company by April 15, 2005.

     In addition,  the Company repaid a $1,700,000 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  $4,048,000  at an interest rate of LIBOR plus 1.9%
     payable  monthly  plus  principal  ("First  Mortgage").   As  part  of  the
     transaction,  the sellers and their advisors also purchased  574,000 shares
     of the Company's common stock for $150,000.


                                      F-6
<PAGE>

a21, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2004
(Unaudited)

     The aggregate purchase price was $ 7,477,287 and was allocated as follows:

      Current assets                   $ 2,511,883
      Photo collection                   2,862,508
      Land and building                  7,540,000
      Property and equipment               469,304
      Goodwill                           3,552,350
      Other assets                         291,466
      Note payable to bank-current      (4,553,965)
      Other current liabilities         (3,401,259)
      Deferred income taxes             (1,795,000)
                                       -----------
                                       $(7,477,287)
                                       ===========

     The following proforma information gives effect to the acquisition as if it
     had occurred on the first day of each of the quarters  ended March 31, 2004
     and 2003.

                                                      Quarter ended March 31,
                                                      ------------------------
                                                        2004            2003
                                                      --------        --------

        Total revenues                                $2,319,394     $2,458,585
        Net loss                                        (606,546)      (257,042)

        Basic and diluted net loss per share          $    (0.02)         (0.01)


NOTE D - 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 is
     exchangeable into 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 in liquidation.  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 after creditors.

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

NOTE E - NOTE PAYABLE TO BANK

     The note payable to bank of  $4,032,637 at March 31, 2004 is due in October
     2004,  provides  for  interest at LIBOR plus 1.9% and is secured by a first
     mortgage on the SuperStock Facility.

                                      F-7
<PAGE>


a21, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2004
(Unaudited)

NOTE F - 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 Company follows the fair value-based method
     to account for awards to nonemployees.  The following table illustrates the
     effect on net loss and loss per share if the fair  value  based  method had
     been applied to all awards.

<TABLE>
<CAPTION>
                                                               3 months ended March 31,
                                                               ------------------------
                                                                  2004         2003
                                                                ---------    ---------
<S>                                                             <C>          <C>
       Reported net loss                                        $(600,219)   $(266,079)

       Stock based employee compensation included in net loss     305,000            0

       Stock-based employee compensation determined under the
        fair value based method                                   (18,448)     (21,461)
                                                                ---------    ---------
                Pro forma net loss                               (313,667)    (287,540)
                                                                =========    =========

       Loss per share-basic and diluted
                As reported                                     $    0.02         0.02
                                                                =========    =========
                Pro forma                                       $    0.01         0.02
                                                                =========    =========
</TABLE>



     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 3 months ended March
     31, 2004 and 2003: annual dividends of $0.00;  expected  volatility of 80%;
     risk free interest rate of 3%, and expected life of five years.

     Compensation   expense  of  $305,250  was  recorded  in  the   consolidated
     statements of operations for the 3 months ended March 31, 2004, pursuant to
     variable accounting for certain options.

NOTE G - OPERATING SEGMENTS

     The Company operates domestically and internationally.  The following table
     presents   information  about  the  Company's  domestic  and  international
     activity:

<TABLE>
<CAPTION>
       Quarter ended March 31, 2004
         (including minority interest)               Domestic       International    Total
       -------------------------------              ----------     ---------------  -------
<S>                                                 <C>              <C>           <C>
         Revenue                                    $    517,545     $280,323      $   797,868
         Segment income (loss)                          (646,729)      46,510         (600,219)
         Segment assets                               16,979,828      404,836       17,384,664
         at March 31, 2004

       Quarter ended March 31, 2003
       ----------------------------
         Segment loss                               $   (266,079)                  $  (266,079)
         at March 31, 2003
         Segment Assets
         at March 31, 2003                               167,264                       167,264
</TABLE>

                                       F-8
<PAGE>

a21, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
March 31, 2004
(Unaudited)

NOTE H - FINANCINGS:

     In  February  2004,  the  Company  received  aggregate  gross  proceeds  of
     $5,900,000 in equity and debt financings.

     The Company  received  proceeds of $3,000,000  (net proceeds of $2,790,000)
     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  19,829,000
     callable warrants  exercisable at prices between $.225 and $1.35 per share.
     Pursuant  to a  registration  rights  agreement,  these  shareholders  have
     certain registration rights,  including a commitment by the Company to file
     a registration statement within 60 days of the closing of this transaction.
     The Company shall use its best efforts to cause the registration  statement
     to be  declared  effective  on the  earlier of (i)180  days  following  the
     closing date,  (ii) 10 days  following a "No Review" or similar letter from
     the SEC or (iii) the first day following the day the SEC determines that it
     is eligible to be declared effective,  or the Company shall pay liquidating
     damages at the rate of 12% per annum.  The  Company  has not yet filed this
     registration  statement.  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 shareholders  and $125,000 of accrued  compensation due to
     the Company's chairman and president.


                                      F-9
<PAGE>

     The Company received $1,250,000 in connection with the issuance of a 2-year
     convertible  subordinated  note  (due  February  29,  2006)  which  accrues
     interest at 12% for the first 6 months,  13.5% for the next 12 months,  and
     15% for the last 6 months  and is  convertible  into the  Company's  common
     stock  based  on the  fair  value  of the  Company's  stock  at the time of
     conversion  with a floor of $0.90 and a cap of $2.00 per share,  along with
     938,000 callable warrants  exercisable at prices between $.45 and $1.35 per
     share. 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. The difference  between the proceeds  allocated to, and the relative
     fair value of the notes,  which amounted to $306,002,  was recorded as debt
     discount and additional  paid-in  capital.  The discount is being amortized
     over the two-year term of the note and the balance of $956,748 at March 31,
     2004 is presented net of the unamortized debt discount.

     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 12 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 mature on August 29, 2004, but provide for
     an automatic extension of six months. The fair value of the warrants, which
     amounted to $245,074,  was determined using the Black Scholes pricing model
     and was  recorded as debt  discount and  additional  paid-in  capital.  The
     discount  is being  amortized  over the six  month  term of the  promissory
     notes,  and the balance of $845,772 at March 31, 2004 is  presented  net of
     the unamortized debt discount.

NOTE I - OTHER:

     During the 3 months  ended  March 31,  2004 the  Company  issued  2,083,455
     options  exercisable  at $0.30 per share to its chairman  and  president in
     consideration for past compensation.

                                      F-10


<PAGE>


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 FOR THE
YEAR ENDED DECEMBER 31, 2003.

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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

During the three  months ended March 31, 2004,  the Company  completed  debt and
equity financings,  and acquired  SuperStock,  Inc. and subsidiaries on February
29, 2004.  Prior to the  acquisition the Company was building its business plan,
recruiting a management team, and reviewing potential acquisitions.

REVENUES.  Revenues  were  $797,868  in the three  months  ended  March 31, 2004
compared  to $0 in the three  months  ended  March 31,  2003.  The  increase  in
revenues in the quarter ended March 31, 2004 is  attributable  to SuperStock for
the period from February 29, 2004 through March 31, 2004.

COST OF REVENUES. Cost of revenues were $211,747 in the three months ended March
31,  2004  compared  to $0 in the  three  months  ended  March  31,  2003.  As a
percentage  of  revenues,  cost of revenues  were 27% in the three  months ended
March 31,  2004 and gross  profit was 73%.  Since the  Company had no revenue or
gross profit for the three months ended March 31, 2003,  other  comparisons  are
not applicable.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  were $986,651 in the three months ended March 31, 2004
compared to $237,381 in the three months ended March 31, 2003. This increase was
primarily  attributable  to  $473,629 of  SuperStock  expenses  and  $305,250 of
variable option compensation.

                                       1

<PAGE>

NET  INTEREST  EXPENSE  Interest  expense was $100,726 in the three months ended
March 31, 2004 as compared to $15,973 in the three  months ended March 31, 2003.
This increase is  attributable  to $53,596 of  amortization of debt discount and
additional  interest due on unsecured  notes payable,  convertible  subordinated
notes payable, a note payable to the selling  shareholders of SuperStock and the
assumption of a note secured by a first  mortgage on the Company's  headquarters
building all in connection with the acquisition of SuperStock.

NET LOSS Net loss was  $600,219  or $0.02 per share in the  three  months  ended
March 31,  2004 as  compared  to net loss of  $266,079 or $0.02 per share in the
three-month period ended March 31, 2003. The increase in net loss is principally
due to the reasons described above.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31,  2004,  the Company had  $963,120 of cash and a working  capital
deficit of $5,184,352 as compared to $702 in cash and a working  capital deficit
of $1,538,751 at December 31, 2003.

Net cash used in operating  activities for the three months ended March 31, 2004
was $337,017 as compared to net cash used in operating activities of $77,815 for
the three months ended March 31, 2003. Net cash used in operating  activities in
the three months ended March 31, 2004 was due  primarily  to the  Company's  net
loss of  $600,219,  adjusted for $305,250 of variable  option  compensation  and
$98,963 of depreciation and  amortization,  in addition to an increase  accounts
receivable  of $202,159 and an increase in prepaid  expenses  and other  current
assets of  $115,050,  partially  offset by an increase  in accounts  payable and
accrued expenses of $84,925.  Net cash used in operating activities in the three
months  ended March 31, 2003 was  principally  due to the net loss of  $266,079,
partially  offset by an  increase in  accounts  payable and accrued  expenses of
$100,488.

Net cash used in investing  activities for the three months ended March 31, 2004
was  $1,495,886  as compared to net cash used in  investing  activities  for the
three months  ended March 31, 2003 of $0. Net cash used in investing  activities
in the three months ended March 31, 2004 was  primarily for the  acquisition  of
SuperStock, Inc.

Net cash provided by financing  activities  for the three months ended March 31,
2004 was $2,793,902 as compared to net cash provided by financing  activities of
$107,000  for the three  months  ended  March 31,  2003.  Net cash  provided  by
financing  activities  in the three  months  ended  March 31,  2004 was 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 of  $2,298,098  of debt.  Net cash
provided by  financing  activities  in the three months ended March 31, 2003 was
from notes payable to affiliates.

The independent  auditors' report on our financial statements for the year ended
December 31, 2003  expressed  substantial  doubt about the Company's  ability to
continue as a going concern. The Company has incurred net losses since inception
and  SuperStock  has  incurred  losses  over  the last few  years.  The  Company
currently has a net working  capital  deficit  position as of March 31, 2004 and
has  approximately  $2.5  million of  long-term  debt.  These  conditions  raise
substantial doubt about its ability to continue as a going concern.

While the  Company  believes  its  current  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.

In order to  increase  its capital  reserves  and retire  debt,  the Company has
contracted   to  sell  its   headquarters   facility  for  $7.5  million  to  an
institutional  investor and expects to enter into a lease  arrangement  with the
buyer.  The  Company  intends  to repay a $4  million  note  secured  by a first
mortgage on the facility which is due within the next twelve months and will use
the  balance of the  proceeds  to repay  other  indebtedness  and/or for working
capital for  operations  and/or  acquisitions.  There is no  guarantee  that the
transaction  will close under the terms and  conditions  currently  agreed if at
all. Additionally,  there is no guarantee that the Company will be able to raise
additional  capital under terms and conditions that are favorable to the Company
if at all.  If the  Company is unable to  complete  the sale of its  facility or
raise additional  capital,  the Company will have to extend the maturity on some
of its obligations. There is no guarantee that the Company will be able to reach
agreement on such  extensions  under terms and conditions  that are favorable to
the Company if at all.

                                       2
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

Not applicable.

RECENTLY ISSUED FINANCIAL STANDARDS

The Company  believes that recently issued  financial  standards will not have a
significant  impact on its  results of  operations,  financial  position or cash
flows.

ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of a21's management,  including
our principal executive officer and principal  financial officer,  a21 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,  a21's  principal  executive  officer  and
principal  financial  officer  concluded  as of the  evaluation  date that a21's
disclosure  controls  and  procedures  were  effective  such  that the  material
information  required to be included in a21's Securities and Exchange Commission
("SEC") reports is recorded, processed,  summarized and reported within the time
periods  specified  in SEC  rules  and  forms  relating  to a21,  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 a21'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.


                        PART II - OTHER INFORMATION ITEM

1. LEGAL PROCEEDINGS

Not applicable.


ITEM 2. CHANGES IN SECURITIES AND ISSUER PURCHASES OF EQUITY SECURITIES

Previously  reported  in a21's  annual  report on Form 10-KSB for the year ended
December 31, 2003, under Part II, Item 5.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.


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

Not applicable.


ITEM 5. OTHER INFORMATION

At the Board of Directors meeting on May 4, 2004, a Code of Business Conduct and
Ethics was adopted,  and is filed as Exhibit 14 to this quarterly report on Form
10-QSB.


                                       3
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as part of this report:


EXHIBIT
NUMBER         DESCRIPTION
------         -----------

3.1(a)      Articles  of  Incorporation  of the  Registrant,  as filed  with the
            Secretary of State of the State of Texas on November 8, 1995 (1)


3.1(b)      Amendment to Articles of  Incorporation  as filed with the Secretary
            of State of the State of Texas filed on May 2, 2002 (2)

3.2         Bylaws of the Registrant, as amended to date (3)

14*         Code of Business Conduct and Ethics

31.1*       Certification of Principal Financial Officer Pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

31.2*       Certification of Principal Executive Officer Pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

32.1*       Certification of Principal Financial Officer and Principal Executive
            Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

--------------------------

* Filed herewith


(1)  Incorporated  herein by  reference  to Exhibit No. 3.1 to the  Registrant's
Registration Statement on Form SB-2, filed on December 1, 1998.

(2)  Incorporated  herein by  reference  to Exhibit No. 3.2 to the  Registrant's
Current Report on Form 8-K dated April 30, 2002, filed on May 15, 2002.

(3)  Incorporated  herein by  reference  to Exhibit No. 3.2 to the  Registrant's
Registration Statement on Form SB-2, filed on December 1, 1998.

(b) Reports on Form 8-K:

The Company filed a current report on Form 8-K on March 15, 2004,  under Items 5
and 7.


                                       4
<PAGE>

SIGNATURES


In accordance with the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                     a21, INC.

Date: May 24, 2004                   By: /s/ Albert H. Pleus
                                     -----------------------
                                     Albert H. Pleus
                                     Chairman and Principal Financial Officer

Date: May 24, 2004                   By: /s/ Haim Ariav
                                     ------------------
                                     Haim Ariav
                                     President and Principal Executive Officer