<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)

                                   (Mark One)

                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                         FOR THE QUARTERLY PERIOD ENDED
                               SEPTEMBER 30, 2002

     [ ] 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                                                74-2896910
         -----                                               ------------
(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.

18,155,158 shares of common stock as of July 18, 2003.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORM YES NO X



<PAGE>



                                    A21, INC.

                                  FORM 10-QSB/A



                                      INDEX


                                                                    Page Number

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements(Unaudited)

         Condensed Consolidated Balance Sheet as of September 30, 2002        1


         Condensed  Consolidated  Statements of Operations for the three and
         nine  months  ended  September  30, 2002 and 2001 and for the
         period  from  September  19,  2000  (Date  of  Inception)  to
         September 30, 2002                                                  2


         Condensed  Consolidated  Statements  of Cash  Flows  for nine
         months ended  September  30, 2002 and 2001 and for the period
         from  September  19,2000 (Date of Inception) to September 30,
         2002                                                                3



         Notes to Condensed Consolidated Financial Statements                4

Item 2.  Management's Discussion and Analysis of Financial Condition         9
         and Results of Operations

Item 3.  Controls and Procedures                                             12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   12

Item 2.  Changes in Securities and Use of Proceeds                           12

Item 3.  Default Upon Senior Securities                                      13

Item 4.  Submission of Matters to a Vote of Security Holders                 13

Item 5.  Other Information                                                   13

Item 6.  Exhibits and Reports on Form 8-K                                    13

         SIGNATURES                                                          14





<PAGE>





                  a21, Inc. and Subsidiaries
               (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                      September 30, 2002
                         (Unaudited)


<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                      <C>
CURRENT ASSETS:
        Cash                                                             $     8,995
        Other Receivables                                                     21,500
                                                                         -----------
        TOTAL CURRENT ASSETS                                                  30,495
                                                                         -----------
PROPERTY AND EQUIPMENT - net                                                  67,111
WEBSITE DEVELOPMENT COSTS                                                    842,670
INVESTMENT                                                                   190,000
                                                                         -----------
                                                                         $ 1,130,276
                                                                         ===========

            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable                                                   $   461,468
      Accrued wages and payroll taxes                                        390,861
      Accrued expenses and other current liabilities                          12,496
      Notes payable - shareholders                                           159,500
                                                                         -----------
        TOTAL CURRENT LIABILITIES                                          1,024,325
                                                                         -----------


COMMITMENT AND CONTINGENCIES

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,
        16,360,139 issued and 12,680,364 outstanding                          12,680
      Treasury stock (at cost, 3,679,775 shares)                                  --
      Additional paid-in capital                                           4,103,103
      Deficit accumulated during the development stage                    (4,009,832)
                                                                         -----------
        TOTAL SHAREHOLDERS' EQUITY                                           105,951
                                                                         -----------
                                                                         $ 1,130,276
                                                                         ===========

</TABLE>

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

                                        1


<PAGE>



                           A21, INC. AND SUBSIDIARIES
                       ( A Development Stage Enterprise )
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>



                                                    Three months ended             Nine months ended           Cumulative During
                                                      September 30,                  September 30,           the Development Stage
                                                   ---------------------------- ---------------------------    (September 19, 2000
                                                       2002           2001         2002            2001      to September 30, 2002)
                                                   ------------   ------------  ------------   ------------  ----------------------

<S>                                                <C>            <C>           <C>            <C>             <C>
REVENUE                                            $         --   $         --  $         --   $         --    $         --

EXPENSES:
    Research and development                             53,154         97,140       149,133        193,936         407,712
    Selling, general and administrative(including
      noncash expenses of($193,859) and $252,307
      in 2002, respectively, $0 in 2001 and
      $252,307 cumulatively)                            352,357        548,034     1,476,528      1,194,953       3,412,072
    Depreciation and amortization                         9,616         16,358        38,770         45,157         114,606
    Interest expense, net                                18,262          8,664        49,398         16,389          75,442
                                                   ------------   ------------  ------------   ------------    ------------

       TOTAL EXPENSES                                   433,389        670,196     1,713,829      1,450,435       4,009,832

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

NET LOSS                                           $   (433,389)  $   (670,196) $ (1,713,829)  $ (1,450,435)   $ (4,009,832)
                                                   ============   ============  ============   ============    ============
NET LOSS PER SHARE, BASIC AND DILUTED              $      (0.04)  $      (0.11) $      (0.17)  $      (0.24)
                                                   ============   ============  ============   ============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED                11,764,914      6,028,667     9,898,968      6,021,096
                                                   ============   ============  ============   ============


</TABLE>


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

                                        2


<PAGE>



                           A21, INC. AND SUBSIDIARIES
                        ( A Development Stage Enterprise)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                            Cumulative During
                                                          Nine months ended September 30,  the Development Stage
                                                          -----------------------------    (September 19, 2000
                                                              2002           2001           September 30, 2002)
                                                          -------------  --------------   -------------------
<S>                                                       <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                              $ (1,713,829)  $  (1,450,435)   $      (4,009,832)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
       Depreciation and amortization                            38,770          45,157              114,606
       Write off of advances to shareholder                          -         205,117              161,618
       Common stock issued for services and compensation       463,993          10,000              491,243
       Compensation from issuance of options                   252,307               -              252,307

    Changes in current assets and liabilities:
      Rent deposits                                              1,653               -                    -
      Advances to shareholders                                 (21,500)              -             (183,118)
      Accounts payable                                         217,797         144,310              510,895
      Accrued wages and payroll taxes                          695,581         751,953            1,837,772
      Accrued expenses and other current liabilities           (53,343)         31,929               87,161
                                                          -------------  --------------  -------------------
NET CASH USED IN OPERATING ACTIVITIES                         (118,571)       (261,969)            (737,348)
                                                          -------------  --------------  -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Acquisition of property and equipment                          -          (4,245)             (13,631)
      Advances to shareholders                                       -        (147,400)                   -
      Website development costs                               (272,838)       (420,131)            (842,670)
                                                          -------------  --------------  -------------------
NET CASH USED IN INVESTING ACTIVITIES                         (272,838)       (571,776)            (856,301)
                                                          -------------  --------------  -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from  notes payable - shareholders              270,000         135,000              409,500
      Proceeds from convertible notes payable                        -         196,915              196,915
      Proceeds from exercised warrants for common stock         37,500               -               37,500
      Principal payments on notes payable - shareholders      (120,000)              -             (120,000)
      Sales of common stock                                    203,000               -              278,729
      Sales of preferred stock                                       -         325,000              800,000
                                                          -------------  --------------  -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      390,500         656,915            1,602,644
                                                          -------------  --------------  -------------------
NET (DECREASE) INCREASE IN CASH                                   (909)       (176,830)               8,995

CASH AT BEGINNING OF YEAR                                        9,904         178,757                    -
                                                          -------------  --------------  -------------------
CASH AT END OF PERIOD                                     $      8,995   $       1,927   $            8,995
                                                          =============  ==============  ===================

   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               -              365,000
              Payment of accrued interest on convertible
                  notes payable                                 54,047               -               54,047
              Repayment  of notes payable - shareholders       130,000               -              130,000
              Payment of accrued interest on notes payable -
                  shareholders                                  20,618               -               20,618
              Prior years account payable                       49,427               -               49,427
         Paid-in capital contributed from general release of
              accrued compensation by employee shareholders  1,446,523               -            1,446,523
         Property and equipment acquired through
              issuance of convertible notes payable                  -         168,085              168,085

</TABLE>

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

                                        3

<PAGE>

                           A21, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operation results for the
nine months  ended  September  30, 2002 are not  necessarily  indicative  of the
result that may be expected for the year ending December 31, 2002. The unaudited
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 2001 included
in the 8-K/A filed on September 13, 2002.

The accompanying  condensed consolidated financial statements have been prepared
assuming  that the Company  will  continue as a going  concern.  The Company has
incurred net losses of  approximately  $1,714,000  and  $1,450,000  for the nine
months  ended  September  30,  2002 and 2001,  respectively.  Additionally,  the
Company has limited  working  capital and  accumulated  deficit of $4,009,832 at
September 30, 2002. This condition raises  substantial doubt about the Company's
ability to continue as a going concern. The accompanying  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.

2. NEW PRONONOUNCEMENTS

In August 2001, the FASB issued Statement of Financial  Accounting Standards No.
144 ("SFAS  144"),  "Accounting  for the  Impairment  or Disposal of  Long-lived
Assets." SFAS 144 superceded Statement of

                                        4


<PAGE>

Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-lived Assets and Assets to be Disposed of" and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of  Operations  - Reporting  the Effects of Disposal of a Segment of a Business,
and Extraordinary,  Unusual and Infrequently Occurring Events and Transactions."
SFAS  144  also  amends  Accounting  Research  Bulletin  No.  51,  "Consolidated
Financial  Statements,"  to  eliminate  the  exception  to  consolidation  for a
subsidiary  for which control is likely to be temporary.  The provisions of SFAS
144 are effective for fiscal years  beginning  after December 15, 2001. The most
significant  changes made by SFAS 144 are (1) goodwill is removed from its scope
and, therefore,  it eliminates the requirements of SFAS 121 to allocate goodwill
to  long-lived  assets to be  tested  for  impairment,  and (2) it  describes  a
probability-weighted  cash flow  estimation  approach to apply to  situations in
which alternative courses of action to recover the carrying amount of long-lived
assets  are  under  consideration  or a range is  estimated  for the  amount  of
possible  future cash flows.  The Company's  adoption of SFAS 144 did not have a
material effect on its financial position or results of operations.

On April 30, 2002,  the FASB issued SFAS No. 145,  "Rescission of FASB Statement
No. 4, 44 and 64, Amendment of FASB Statement No.13, and Technical Corrections."
The rescission of SFAS No.4, "Reporting Gains and Losses from  Extinguishments,"
and  SFAS  No.  64,  "Extinguishments  of Debt  Made  to  Satisfy  Sinking  Fund
Requirements,"   which  amended  SFAS  No.  4  will  affect   income   statement
classification  of gains and  losses  from  extinguishment  of debt.  SFAS No. 4
requires that gains and losses from  extinguishment  of debt be classified as an
extraordinary item, if material.  Under SFAS No. 145,  extinguishment of debt is
now considered a risk  management  strategy by the reporting  enterprise and the
FASB does not believe it should be considered  extraordinary  under the criteria
in APB  Opinion  No. 30,  "Reporting  the  Results of  Operations-Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently  Occurring Events and Transactions," unless the debt extinguishment
meets the  unusual in nature  and  infrequency  of  occurrence  criteria  in APB
Opinion No. 30. SFAS No. 145 will be effective for fiscal years  beginning after
May 15, 2002. Upon adoption,  extinguishments  of debt shall be classified under
the criteria in APB Opinion No. 30.

3. RESTATEMENT

The Company has restated its condensed  financial  statements  for the three and
nine months ended  September 30, 2002 and the cumulative  amounts from September
19, 2000 through  September  30, 2002 from its 10-QSB as originally  filed.  The
effects of this restatement was to decrease  selling general and  administrative
expenses by $193,854 for the three months ended  September 30, 2002 and increase
selling  general and  administrative  expenses  by $252,307  for the nine months
ended September 30, 2002 and for the cumulative period for noncash  compensation
expense due to variable  accounting  for certain  options issued by the Company,
with a  corresponding  decrease to the three months net loss and increase to the
nine months net loss and cumulative net loss as previously reported.  The effect
of the restatement was to decrease three months basic and diluted loss per share
by $0.01 and increase nine months basic and diluted loss per share by $0.02.

4. FINANCIAL TRANSACTIONS

REVERSE ACQUISITION WITH SARATOGA HOLDINGS, INC.

On April 18, 2002, Agence 21, Inc. ("Agence") entered into an exchange agreement
with Saratoga Holdings I, Inc. ("Saratoga"),  a Texas corporation and a publicly
traded  company,  and a21  Acquisition  LLC, ("A21  Acquisition") a wholly-owned
subsidiary of Saratoga.  Prior to the closing of the exchange,  A21  Acquisition
held 12,925,118 shares of Saratoga,  its parent company, which represented 87.4%
of Saratoga's outstanding common stock.

On April 30,  2002,  pursuant to the exchange  agreement,  the  shareholders  of
Agence  exchanged  26,236,000  shares  (84.3%) of the common stock of Agence and
1,500,000  shares (100%) of preferred stock of Agence on a basis of three shares
of Agence for each share of common  stock of Saratoga  held by A21  Acquisition.
Total shares  issued to Agence's  shareholders,  9,245,343  shares,  represented
83.3% of the  outstanding  common stock of  Saratoga.  The  remaining  3,679,775
shares of common stock of Saratoga  held by A21  Acquisition,  the  wholly-owned
subsidiary  of  Saratoga,  will  be  retired.  The  minority  shareholders  hold
4,887,500 shares of common stock in Agence.

                                        5


<PAGE>



The holders of a majority  of all  outstanding  options  and  warrants of Agence
agreed to terms of the exchange agreement.

The  exchange  was  accounted  for as a reverse  acquisition  under the purchase
method  of  accounting,  since the  former  shareholders  of  Agence  will own a
majority  of  the  outstanding  common  stock  of  Saratoga.   Accordingly,  the
combination  of Agence and Saratoga  will be recorded as a  recapitalization  of
Agence  pursuant  to which  Agence is be  treated as the  continuing  entity for
accounting  purposes and the historical  Financial  Statements  will be those of
Agence. Upon the closing of the reverse acquisition,  Agence and A21 Acquisition
will continue to operate as subsidiaries of Saratoga.

Effective  with the closing of the exchange,  Saratoga  changed its name to a21,
Inc. ("The Company") The common stock of a21 trades under the symbol ATWO on the
OTC bulletin board.

ISSUANCE OF COMMON STOCK, OPTIONS AND WARRANTS

In  May  2002,   the  Company   issued   166,163  shares  of  its  common  stock
(post-acquisition)  to the investment  banker  providing  services in connection
with the reverse  acquisition.  Services from the  investment-banking  firm have
been valued at $42,000 based on the estimated fair market value of the shares.

In  May  2002,   the  Company   issued   100,000  shares  of  its  common  stock
(post-acquisition)  to the Company's primary legal professionals for services to
the Company  valued at $45,000 based on the  estimated  fair market value of the
shares.

In  June  2002,   the  Company   issued  345,000  shares  of  its  common  stock
(post-acquisition)  to outside investors for cash consideration in the amount of
$203,000.

In June 2002, the Company granted warrants for the purchase of 187,500 shares of
the  Company's  common  stock  (post-acquisition)  to certain  investors  of the
Company at exercise prices of $.75 and $1.25 per share.

During the six months ended June 30, 2002,  the Company raised  additional  cash
capital by issuing  notes  payable in the amount of $195,000.  The notes payable
are due to shareholders.

In July 2002,  the  Company  issued  50,000  shares of its  common  stock to the
Company's  primary  legal  professionals  for services to the Company  valued at
$43,000 based upon the estimated fair value of the shares.

On  August  1,  2002,   the  Company   entered   into  an   agreement   with  an
investment-banking  firm for the purpose of providing the Company with financial
consulting services,  investment banking and management  consulting services. As
part of the  consideration  for this  agreement,  the Company has issued 100,000
shares of its common stock and has agreed to issue an additional  100,000 shares
of common stock,  subject to certain  contingencies at future dates. The cost of
the  services to be performed  is  determined  at the market price of the common
stock on the date of issuance. In addition,  the Company has granted warrants to
purchase 100,000 shares of the Company's common stock at $1.25 per share and has
agreed to grant  warrants for an additional  100,000  shares at exercise  prices
ranging  from $1.50 to $1.75 per share,  subject  to  certain  contingencies  at
future dates.

In August 2002, the Company filed a Stock Option,  Stock Warrant and Stock Award
Plan ("the  Stock  Plan").  The  purpose of the Stock  Plan is to  maintain  the
ability  of the  Company  and its  subsidiaries  to attract  and  retain  highly
qualified and experienced directors,  employees and consultants and to give such
directors,  employees and  consultants a continued  proprietary  interest in the
success of the  Company  and its  subsidiaries.  In  addition  the Stock Plan is
intended to encourage ownership of common stock of the Company by the directors,
employees and consultants of the Company and to provide increased  incentive for
such persons to render  services and to exert maximum  effort for the success of
the Company's business.

In September 2002,  pursuant to the above plan, the Board of Directors  approved
the issuance of options for the purchase of  1,335,000  shares of the  Company's
common stock at an exercise  price of $.25,  based upon the then current  market
price to officers and  employees  of the  Company.  While these shares are fully
vested and  exercisable,  the Company  has  limited  the sale of the  underlying
shares by each  employee  over any  30-day  period  to 1/12 of the total  shares
issued.

In September 2002, the Company  reached an agreement with an investor  relations
and public relations  advisor to provide various advisory  services.  As part of
the consideration for this agreement, the Company

                                        6


<PAGE>



has agreed to grant 120,000  restricted  shares of its common stock to be earned
and vested on a pro-rata monthly basis over 12 months.  The cost of the services
to be performed  will be  determined  at the market price of the common stock on
the date of actual  issuance.  In  addition,  the  Company  has  agreed to issue
warrants to purchase 120,000 shares of the Company's common stock at an exercise
price of $1.25 earned and vested on a pro-rata monthly basis over 12 months. The
Company has granted  warrants for the purchase of 120,000 shares of common stock
and has issued 60,000 shares of common stock at $.50 per share  pursuant to this
agreement.

In September  2002,  the Company  entered into an agreement  with a firm for the
purpose of  providing  the  Company  with  consulting  services.  As part of the
consideration for this agreement,  the Company agreed to pay a fee of $10,000 in
cash or $16,000 in common  shares per month to be paid over the 4 months  ending
December  2002. If paid in common  shares,  the price is based upon the five day
closing  average prior to the payment date,  but no less than $.40 per share and
no more than $1.00 per share.  In  September  2002,  the Company  issued  29,100
shares  of  common  stock at $.55 per  share,  pursuant  to this  agreement.  As
additional  compensation  pursuant  to the  agreement  the  Company  has  issued
warrants  for the  purchase of 120,000  shares of common  stock at $.75;  90,000
shares at $1.00 and 30,000 shares at $1.25,  exercisable  over a period of three
years, which vest subject to certain performance criteria.

In September  2002, the Company  reached an agreement to grant a warrant for the
purchase of 50,000 shares of the Company's  common stock at an exercise price of
$.25 to an advisor to the Company. The warrant vests on October 31, 2002.

In September  2002, the Company issued 55,000 shares of its common stock at $.50
to an advisor and employee in consideration of future and prior services.

In September  2002,  the Company  issued  196,300  shares of its common stock to
creditors in  satisfaction  of  liabilities  for prior services in the amount of
$131,920.

In September 2002, the Company  exercised its option to convert notes payable in
the amount of $365,000,  plus accrued interest of $54,047 into 228,768 shares of
common stock of the Company.

In September  2002,  the Company  converted  certain  other notes payable in the
amount of $130,000,  plus accrued  interest of $20,618,  into 251,030  shares of
common stock of the Company.

Release of liabilities

In  September  2002,   substantially   all  of  the   officer/stockholders   and
employee/stockholders  of the Company  executed  agreements,  which released the
Company of any liability for compensation  accrued and unpaid, which was owed to
the  officers  and  employees  through  September  30,  2002.  The  reduction in
liabilities  resulting from the general releases in the amount of $1,446,911 has
been credited to paid-in capital.

Additional financing

In September  2002, the Company raised working  capital  through the issuance of
$75,000 in notes  payable.  The notes payable are due to a shareholder  and bear
interest at a rate of 12% per annum.

                                        7


<PAGE>



5. RELATED PARTY TRANSACTIONS

A majority of the accrued  wages  (approximately  $216,000) and a portion of the
accounts  payable  (approximately  $162,000)  are  due to  related  parties.  In
addition, the $21,500 of other assets are due from related parties.

6. SUBSEQUENT EVENTS

ISSUANCE OF COMMON STOCK, OPTIONS AND WARRANTS

In October 2002,  the Company  issued 215,000 shares of its common stock at $.20
per share to an officer of the Company for services rendered to the Company.

In October and November 2002, the Company  granted  warrants to purchase  75,000
shares of its common  stock at prices from $.25 to $.30 per share in  connection
with raising additional working capital.

ADDITIONAL FINANCING

In October and November 2002, the Company raised  additional  working capital by
executing notes payable in the amount of $75,000. The notes payable are due to a
shareholder and bear interest at a rate of 12% per annum.

LIENS AND ENCUMBRANCES

In October 2002,  the Internal  Revenue  Service filed a tax lien against all of
the assets of Agence,  a subsidiary  of the  Company.  The lien in the amount of
$128,000  represents  delinquent  payroll taxes for the period from inception to
June 30, 2002.  The Company is current with all payroll tax payments  from April
1, 2002 to date. The accompanying Financial Statements include provision for all
payroll taxes unpaid as of September 30, 2002, including estimated penalties and
interest.  The Company is currently  in  discussions  with the Internal  Revenue
Service regarding a settlement of this obligation.

                                        8


<PAGE>



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

The forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition and Results of  Operations,  which reflect  management's
best judgment based on factors currently known, involve risks and uncertainties.
Our actual results may differ  significantly  from the results  discussed in the
forward-looking   statements.  You  should  not  regard  their  inclusion  as  a
representation by us that the objectives or plans will be achieved. Factors that
might cause such a  difference  include,  but are not  limited to,  competitive,
technological,  financial, and business challenges making it more difficult than
expected to sell products and services.  We may be unable to hire and retain our
key sales,  technical  and  management  personnel;  there may be other  material
adverse changes in our industry or in our operations or business, and any or all
of these factors may affect our ability to achieve our projected sales growth.

OVERVIEW

The  following  discussion  should  be read in  conjunction  with the  Company's
consolidated  Financial  Statements and related notes included elsewhere herein.
The Company's  results may be affected by various trends and factors,  which are
beyond the Company's control. These include factors discussed elsewhere herein.

CRITICAL ACCOUNTING POLICIES

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated Financial Statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these Financial Statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including those related to product returns, bad debts,  inventories,
intangible  assets,  investment,  income taxes and contingencies and litigation.
The Company bases its estimates on  historical  experience  and on various other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results under  different  assumptions or conditions may differ from these
estimates.

REVERSE ACQUISITION WITH SARATOGA HOLDINGS, INC.

a21,  Inc.  (the  "Company"),  formerly  known  as  Saratoga  Holdings  I,  Inc.
("Saratoga")  was  incorporated  in October  1998,  and is currently  developing
technology  and  infrastructure  to be  engaged  in the  business  of  providing
photographers  and  photography   agencies  with  a  full  range  of  marketing,
distribution,  editorial and other business  services.  The Company will support
the digitization  and delivery of images through its electronic  infrastructure,
while its  technology  platform  will support  scanning and  conversion of print
quality digital images, digital watermarking,  electronic payment and settlement
and provide associated digital asset management. Marketing services will include
artist  promotions,  exhibitions and fine art print sales.  The Company may also
acquire or structure  joint  ventures  with other  companies  that  expedite its
assimilation of content and/or infrastructure to support the Company's business.

On April 18, 2002, Agence 21, Inc. ("Agence") entered into an exchange agreement
with  Saratoga,  a  publicly  traded  company,  and a21  Acquisition  LLC  ("A21
Acquisition"),  a wholly-owned  subsidiary of Saratoga.  Prior to the closing of
the exchange,  A21 Acquisition  held 12,925,118  shares of Saratoga,  its parent
company, which represented 87.4% of Saratoga's outstanding common stock.

On April 30,  2002,  pursuant to the exchange  agreement,  the  shareholders  of
Agence  exchanged  26,236,000  shares  (84.3%) of the common stock of Agence and
1,500,000  shares (100%) of preferred stock of Agence on a basis of three shares
of Agence for each share of common  stock of Saratoga  held by A21  Acquisition.
Total shares  issued to Agence's  shareholders,  9,245,343  shares,  represented
83.3% of the  outstanding  common stock of  Saratoga.  The  remaining  3,679,775
shares of common stock of Saratoga  held by A21  Acquisition,  the  wholly-owned
subsidiary  of  Saratoga,  will  be  retired.  The  minority  shareholders  hold
4,887,500 shares of common stock in Agence.

                                        9


<PAGE>



The holders of a majority of all outstanding options and warrants of the Company
agreed to terms of the exchange agreement.

The  exchange  was  accounted  for as a reverse  acquisition  under the purchase
method of accounting,  since the former shareholders of Agence own a majority of
the outstanding common stock of Saratoga. Accordingly, the combination of Agence
and  Saratoga  was recorded as a  recapitalization  of Agence  pursuant to which
Agence will be treated as the continuing entity for accounting  purposes and the
historical  Financial  Statements  are those of Agence.  Upon the closing of the
reverse  acquisition,   A21  Acquisition  and  Agence  continue  to  operate  as
subsidiaries of Saratoga.

Effective  with the closing of the exchange,  Saratoga  changed its name to a21,
Inc.

Therefore,  based  on the  above  transaction,  we  have  provided  management's
discussion and analysis of financial condition and results of operations for the
Company.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2002 VS. SEPTEMBER 30, 2001

For  the  three  months  ended  September  30,  2002,  the  Company  was  in the
development  stage as it was last year for the three months ended  September 30,
2001,  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  $53,154  compared to $97,140 in 2001.  The Company
incurred  selling,  general  and  administrative  costs of  $352,357  and had an
operating  loss of  $433,389  this  quarter  compared  to  selling,  general and
administrative  costs of $548,034 and an operating loss of $670,196  during last
year's  corresponding  quarter.  Depreciation expense for the three months ended
September  30, 2002,  was $9,616  compared to $16,358 for the three months ended
September 30, 2001.  The Company's  operating loss decrease is  attributable  to
credit adjustment by $193,859 for noncash  compensation from variable options in
selling,  general and administrative costs and a slight decrease in research and
development costs during the period.

NINE MONTHS ENDED SEPTEMBER 30, 2002 VS. SEPTEMBER 30, 2001

For the nine months ended September 30, 2002, the Company was in the development
stage as it was last year for the nine months ended  September  30, 2001,  while
the Company applied its business plan,  raised  capital,  recruited a management
team, and reviewed  potential  acquisitions.  Research and development costs for
the  current  nine-month  period  were  $149,133  compared  to  $193,936  in the
nine-month   period  in  2001.  The  Company  incurred   selling,   general  and
administrative  costs of $1,476,528  and had an operating loss of $1,713,829 for
the current  period  compared to selling,  general and  administrative  costs of
$1,194,953  and an  operating  loss of  $1,450,435  during last  year's  period.
Depreciation  expense for the nine months ended  September  30, 2002 was $38,770
compared to $45,157 for the nine months ended  September 30, 2001. The Company's
operating loss increase is attributable  to an increase in selling,  general and
administrative  costs  due  primarily  to  noncash  compensation  from  variable
options,  an increase in legal and other  professional  fees associated with the
reverse  acquisition  during  the second  quarter of 2002 as well as  continuing
operations,  an increase  in interest  expense,  and was  partially  offset by a
slight decrease in research and development costs during the period.

LIQUIDITY AND CAPITAL RESOURCES

During the nine month period ended  September 30, 2002,  the  Company's  working
capital  deficit  decreased  by  $1,074,906  from a working  capital  deficit of
$2,068,736 at December 31, 2001, to a deficit of $993,830 at September 30, 2002.
At  September  30, 2002,  cash totaled  $8,995.  Accounts  payable  increased by
$168,370.  The increase in accounts payable was due primarily to legal and other
professional fees associated with the reverse  acquisition as well as continuing
operations.   Accrued  expenses  and  other  current  liabilities  decreased  by
$879,338.  The decreases in working capital deficit,  accrued expenses and other
liabilities was primarily the result of the general release of accrued

                                       10


<PAGE>



compensation  signed by  substantially  all officers and shareholders and by the
issuance  of  common  stock for  certain  convertible  notes and notes  payable,
including accrued interest.  (See Condensed  Consolidated  Financial  Statements
Note 2)

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
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.  A  significant  portion of its
current  liabilities  is past due  including  past  obligations  to the Internal
Revenue  Service  with which the  Company is  currently  in  discussions.  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,  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 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.

During the three month period ended September 30, 2002, the Company restructured
certain  of its debt,  including  current  liabilities  and notes  payable.  The
Company raised working  capital through the issuance of $75,000 in notes payable
to  shareholders.  The  Company  issued  490,400  shares of its common  stock as
bonuses to  employees,  for various  professional  services  and in exchange for
other liabilities  valued at $306,420.  In addition,  the Company issued 228,769
shares of its common stock in retiring $365,000 in convertible notes payable and
accrued interest of $54,047 and 251,030 shares of its common stock as payment in
full for $130,000 in other notes payable and accrued interest of $20,618.

In  September  2002,  substantially  all of the  officers  and  employees of the
Company executed  agreements,  which released the Company from any liability for
accrued and unpaid  compensation,  owed to them through  September 30, 2002. The
reduction in liabilities  resulting  from the general  releases in the amount of
$1,446,911 reduced the Company's working capital deficit.

The decrease in the Company's working capital deficit experienced by the Company
during the three-month  period ended,  September 30, 2002, was the direct result
of the actions taken by the Company to restructure its various obligations.

During the nine month period ended  September 30, 2002,  the Company raised cash
through the  issuance of $270,000 in notes  payable with  shareholders,  and the
Company  raised  $360,500  through  issuance of common stock and the exercise of
warrants. The Company issued 756,563 shares of its common stock for services and
other liabilities  valued at $393,420.  In addition,  the Company issued 228,769
shares of its common stock in retiring $365,000 in convertible notes payable and
accrued interest of $54,047 and 251,030 shares of its common stock as payment in
full for  $130,000 in other notes  payable and accrued  interest of $20,618.  In
addition,  the Company  issued  666,668 shares of its common stock (post merger)
for 166,668 shares of Series A Preferred Stock of Adpads  Corporation,  which is
convertible into 20,000,160 common shares of AdPads

                                       11


<PAGE>



Corporation,  a related party. The Company valued the consideration  received at
$100,000,  which was the  estimated  fair market value of the  Company's  common
stock.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  Actual  results could differ  materially  from those  projected in the
forward-looking  statements  as a result of the risk factors set forth below and
elsewhere in this  prospectus.  The Company's  future  operating  results may be
affected by a number of factors,  including general economic  conditions in both
foreign and domestic markets, cyclical factors affecting the Company's industry,
lack of growth in the Company's  end-markets,  the  Company's  ability to comply
with government regulations, the Company's limited operating history, failure to
manage its  business,  and the  Company's  ability to sell both new and existing
products at a profitable yet competitive price.

The industry in which the Company operates is highly competitive and the Company
expects  such  competition  to  continue in the  future.  Most of the  Company's
competitors  are  larger  than  the  Company  and  have  substantially   greater
financial, technical, and marketing resources.

ITEM 3. CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls and  procedures.  Our chief  executive
officer and our chief financial  officer,  after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange  Act  of  1934  Rules  13a-14(c)  and  15-d-14(c))  as of a  date  (the
"Evaluation  Date")  within 90 days  before  the filing  date of this  quarterly
report,  have concluded that as of the Evaluation Date, our disclosure  controls
and  procedures  were adequate and designed to ensure that material  information
relating to us and our  consolidated  subsidiary  would be made known to them by
others within those entities.

(b)  Changes in  internal  controls.  There were no  significant  changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
The Company is currently in a dispute  with its former  landlord in  conjunction
with a settlement  agreement  that the Company  believes it has paid in full and
has fully  complied  with the terms of the  agreement.  The  Company  intends to
vigorously defend its position.

ITEM 2. CHANGES IN SECURITIES

In August  2002,  the  Company  issued  100,000  shares of its  common  stock in
exchange for investment banking services of $58,000.

In September  2002,  the Company  issued  251,300  shares of its common stock in
exchange  for  legal  services,  advisory  services  and  other  obligations  of
$153,592.

In September  2002,  the Company  issued 55,000 shares of its common stock to an
officer and a director for services valued at $27,500.

In September  2002,  the Company  issued  228,769  shares of its common stock to
investors upon conversion of $365,000  principal amount of convertible notes and
accrued interest of $54,047 thereon.

                                       12


<PAGE>



In September 2002,  the Company  issued  251,030  shares of its common  stock to
investors  as  payment in full of  $130,000  principal  amount of certain  notes
payable and accrued interest of $20,618.

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

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

99.1  Certification  of Haim Ariav,  President  (Principal  Executive  Officer),
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

99.2  Certification of Albert Pleus,  Chairman  (Principal  Financial  Officer),
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 Form 8-K/A on September 13, 2002  containing  the financial
information required by Item 7.

                                       13


<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: July 24, 2003                     By: /s/Haim Ariav
                                        ----------------------------
                                        Haim Ariav.
                                        President  (Principal Executive Officer)

Date: July 24, 2003                     By: /s/ Albert Pleus
                                        ----------------------------
                                        Albert Pleus
                                        Chairman  (Principal Accounting and
                                        Financial Officer)



                                       14


<PAGE>



CERTIFICATIONS
I, Haim Ariav, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of a21, Inc;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3. Based on my  knowledge,  the  Consolidated  financial  statements,  and other
financial  information included in this quarterly report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the  registrant  as of, and for,  the  periods  presented  in this  quarterly
report.

4.The  registrant's  other  certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which  this  quarterly  report is being  prepared;  b)  evaluated  the
effectiveness  of the  registrant's  disclosure  controls and procedures as of a
date  within 90 days  prior to the filing  date of this  quarterly  report  (the
"Evaluation  Date");  and c) presented in this quarterly  report our conclusions
about the  effectiveness of the disclosure  controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 24, 2003





/s/ Haim Ariav
    ------------
    Haim Ariav, President
    (Principal Executive Officer)





<PAGE>



I, Albert Pleus, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of a21, Inc;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3. Based on my  knowledge,  the  Consolidated  financial  statements,  and other
financial  information included in this quarterly report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the  registrant  as of, and for,  the  periods  presented  in this  quarterly
report.

4.
The  registrant's   other   certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:  a)
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which  this  quarterly  report is being  prepared;  b)  evaluated  the
effectiveness  of the  registrant's  disclosure  controls and procedures as of a
date  within 90 days  prior to the filing  date of this  quarterly  report  (the
"Evaluation  Date");  and c) presented in this quarterly  report our conclusions
about the  effectiveness of the disclosure  controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 24, 2003





/s/ Albert Pleus
---------------
Albert Pleus, Chairman
(Principal Financial Officer)





<PAGE>