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

                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the Quarterly Period Ended March 31, 2003

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

                        Commission file number: 333-68213

                                    A21, INC.
        (Exact name of small business issuer as specified in its charter)

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

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

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


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

15,694,038 shares of common stock as of June 4, 2003.


            Transitional Small Business Disclosure Form Yes    No x
                                                           ---   ---


<PAGE>



                                    A21, INC.

                                   FORM 10-QSB

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                        Page Number
PART I.  FINANCIAL INFORMATION

<S>                                                                                                      <C>
Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet as of March 31, 2003...............................          3

         Condensed  Consolidated  Statements of Operations  for the three months
         ended March 31, 2003 and 2002 (As Restated) and for the period from
         September 19, 2000 (Date of Inception) to March 31, 2003................................          4

         Condensed  Consolidated  Statements  of Cash Flows for the three months
         ended March 31, 2003 and 2002 (As Restated) and for the period from
         September 19, 2000 (Date of Inception) to March 31, 2003................................          5

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

Item 2.  Management's Discussion and Analysis or
         Plan of Operations......................................................................         10

Item 3.  Controls and Procedures.................................................................         12

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.......................................................................         12

Item 2.  Changes in Securities and Use of Proceeds...............................................         13

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.......................................................................................         15
</TABLE>


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           a21, Inc. and subsidiaries
                        (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                             <C>
CURRENT ASSETS
      Cash                                                                      $             37,775
                                                                                   ------------------
                                                                                              37,775
                                                                                   ------------------

PROPERTY AND EQUIPMENT - at cost, net                                                         37,789
                                                                                   ------------------

OTHER ASSETS
      Investment                                                                              76,700
      Advance to shareholder                                                                  15,000
                                                                                              91,700
                                                                                   ------------------
                                                                                $            167,264
                                                                                   ==================

<CAPTION>

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

<S>                                                                             <C>
CURRENT LIABILITIES:
      Accounts payable                                                          $            414,886
      Accrued wages and payroll taxes                                                        371,057
      Accrued expenses and other current liabilities                                          50,432
      Notes payable - affiliates                                                             417,892
                                                                                   ------------------
        TOTAL CURRENT LIABILITIES                                                          1,254,267
                                                                                   ------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY:
      Preferred stock, $.001 par value,  100,000 shares authorized,
        no shares issued and outstanding                                                          --
      Common stock, $.001 par value,  100,000,000 shares authorized,
         17,788,789 shares issued and 14,109,014 outstanding                                  17,789
      Treasury stock (at cost, 3,679,775 shares)                                                  --
      Additional paid-in capital                                                           4,748,505
      Deficit accumulated during the development stage                                    (5,853,297)
                                                                                   ------------------
        TOTAL SHAREHOLDERS' DEFICIENCY                                                    (1,087,003)
                                                                                   ------------------
                                                                                $            167,264
                                                                                   ==================
</TABLE>



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

                                        3


<PAGE>



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

<TABLE>
<CAPTION>
                                                                Three months ended, March 31,            Cumulative During
                                                             -------------------------------------     the Development Stage
                                                                                  (As Restated)         (September 19, 2000
                                                                   2003               2002              to March 31, 2003)
                                                             -----------------  ------------------   --------------------------
<S>                                                        <C>                 <C>                 <C>
EXPENSES:
    Research and development                               $                -  $           41,861  $                   436,179
    General and administrative (including noncash expenses
          of $69,214 and $61,096)                                     237,381             280,232                    4,184,734
    Write-off of website development costs                                  -                   -                      842,670
    Loss on valuation of investment                                         -                   -                      113,300
    Depreciation and amortization                                      12,725              14,576                      143,927
    Interest expense, net                                              15,973              12,861                      132,487
                                                             -----------------  ------------------   --------------------------
       TOTAL EXPENSES                                                 266,079             349,530                    5,853,297

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

NET LOSS                                                   $         (266,079) $         (349,530) $                (5,853,297)
                                                             =================  ==================   ==========================

NET LOSS PER SHARE, BASIC AND DILUTED                      $            (0.02) $            (0.05) $                     (0.66)
                                                             =================  ==================   ==========================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED                              14,086,125           7,745,516                    8,853,480
                                                             =================  ==================   ==========================
</TABLE>








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

                                        4

<PAGE>


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

<TABLE>
<CAPTION>

                                                                 Three months ended, March 31    Cumulative During
                                                                 -----------------------------  the Development Stage
                                                                                 (As Restated)  (September 19, 2000
                                                                     2003           2002         to March 31, 2003)
                                                                 -------------  --------------  ---------------------

<S>                                                             <C>            <C>             <C>
        CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                              $    (266,079) $     (349,530) $          (5,853,297)
          Adjustments to reconcile net loss to net cash
            used in operating activities:
              Depreciation and amortization                            12,725          14,576                143,927
              Write-off of website development costs                        -               -                842,670
              Write-off of advances to shareholder                          -               -                136,189
              Write-off of advances on abandoned merger                                     -                 25,429
              Loss from valuation of investment                             -               -                113,300
              Consulting fee from issuance of options and
                warrants                                               13,980               -                204,941
              Compensation from issuance of options                     7,666          61,096                110,916
              Financing costs from issuance of warrants                 5,985               -                 40,112
              Interest converted to note payable                            -               -                 19,449
              Common stock issued for services                         47,420               -                372,365
          Changes in current assets and liabilities:
            Accounts payable                                          (11,344)         20,345                471,665
            Accrued wages and payroll taxes                           101,844         182,479              1,780,604
            Accrued expenses and other current liabilities              9,988         (43,255)               124,644
                                                                 -------------  --------------  ---------------------

        NET CASH USED IN OPERATING ACTIVITIES                         (77,815)       (114,289)            (1,467,086)
                                                                 -------------  --------------  ---------------------

        CASH FLOWS FROM INVESTING ACTIVITIES:
            Acquisition of property and equipment                           -               -                (13,631)
            Advances to shareholder                                         -               -               (151,189)
            Advances on abandoned merger                                    -               -                (25,429)
            Website development costs                                       -         (25,344)              (168,534)
                                                                 -------------  --------------  ---------------------

        NET CASH USED IN INVESTING ACTIVITIES:                              -         (25,344)              (358,783)
                                                                 -------------  --------------  ---------------------

        CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from  notes payable - shareholders               107,000         145,000                670,500
            Proceeds from  convertible notes payable                        -               -                196,915
            Proceeds from exercised warrants for common stock               -               -                 37,500
            Principal payments on notes payable to shareholders             -               -               (120,000)
            Sales of common stock                                           -               -                278,729
            Sales of preferred stock                                        -               -                800,000
                                                                 -------------  --------------  ---------------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                     107,000         145,000              1,863,644
                                                                 -------------  --------------  ---------------------

        NET INCREASE IN CASH                                           29,185           5,367                 37,775

        CASH AT BEGINNING OF PERIOD                                     8,590           9,904                      -
                                                                 -------------  --------------  ---------------------

        CASH AT END OF PERIOD                                   $      37,775  $       15,271  $              37,775
                                                                 =============  ==============  =====================

        SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

          NON-CASH FLOW FINANCING AND INVESTING ACTIVITIES:
               Issuance of common stock for:
                     Investment in AdPad preferred stock        $           -  $       50,000  $             190,000
                    Repayment of convertible notes payable                  -               -                365,000
                    Payment of accrued interest on convertible
                      notes payable                                         -               -                 54,047
                    Repayment of notes payable - shareholders               -               -                130,000
                    Payment of accrued interest on notes
                      payable - stockholders                                -               -                 20,618
                    Payment of other liabilities and accruals               -         120,000                831,808
                    Warrants issued for financing costs                27,588               -                 27,588
               Paid-in capital contributed from general release of
                    accrued compensation by employee stockholders           -               -              1,446,911
               Property and equipment acquired through
                    issuance of convertible notes payable                   -               -                168,085
               Issuance of common stock to effect reverse acquisition       -               -                  1,854
               Website development costs included in accrued wages
                   and payroll taxes                                        -         101,375                674,136
</TABLE>


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

                                        5


<PAGE>




                           a21, Inc. and Subsidiaries
                        (A Development Stage Enterprise)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 2003
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted  in  the  United  States  of  America  for  interim  financial
         information,   without  being  audited,   pursuant  to  the  rules  and
         regulations  of the Securities  and Exchange  Commission.  Accordingly,
         they do not include all of the  information  and footnotes  required by
         accounting  principles  generally  accepted  in the  United  States  of
         America  for  complete   financial   statements.   In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary to make the financial  statements  not misleading
         have been included.  Operation results for the three months ended March
         31,  2003 are not  necessarily  indicative  of the  result  that may be
         expected for the year ending December 31, 2003. The unaudited condensed
         consolidated  financial  statements  should be read in conjunction with
         the  consolidated  financial  statements and footnotes  included in the
         Company's  10-KSB for the year ended  December  31, 2002 filed with the
         Securities and Exchange Commission.

         The accompanying  condensed consolidated financial statements have been
         prepared  assuming that a21, Inc.  (the  "Company")  will continue as a
         going  concern.  The Company has  incurred  net losses of $275,738  and
         $349,530   for  the  three  months  ended  March  31,  2003  and  2002,
         respectively. Additionally, the Company has limited working capital and
         an accumulated  deficit of $5,862,956 at March 31, 2003. 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.

                                       6

<PAGE>



2. SIGNIFICANT ACCOUNTING POLICIES

     At March 31, 2003, the Company had three stock-based employee  compensation
     plans.  As  permitted  under  SFAS No.  148,  "Accounting  for  Stock-Based
     Compensation--Transition and Disclosure", which amended SFAS No. 123 ("SFAS
     123"), "Accounting for Stock-Based  Compensation",  the Company has elected
     to continue to follow the  intrinsic  value  method in  accounting  for its
     stock-based  employee  compensation  arrangements  as defined by Accounting
     Principles  Board Opinion  ("APB") No. 25,  "Accounting for Stock Issued to
     Employees",  and related  interpretations  including  Financial  Accounting
     Standards Board Interpretation No. 44, "Accounting for Certain Transactions
     Involving  Stock  Compensation",  an  interpretation  of  APB  No.  25.  No
     stock-based  employee  compensation  cost is reflected in net loss,  as all
     options granted under those plans had an exercise price equal to the market
     value of the  underlying  common stock on the date of grant.  The following
     table  illustrates  the  effect on net loss and  earnings  per share if the
     Company had applied the fair value  recognition  provisions  of SFAS 123 to
     stock-based employee compensation:


<TABLE>
<CAPTION>

                                                                    Three Months Ended March 31,
                                                                    ----------------------------

                                                                     2003                  2002
                                                                     ----                  ----
<S>                                                                <C>                  <C>
         Net Loss as Reported                                      $  (275,738)         $  (349,530)

         Deduct:  Total stock-based employee
         compensation expense determined under fair value-based
         method for all awards, net of related tax effect               21,461                   --
                                                                   -----------          -----------

         Pro Forma Net Loss                                        $  (297,199)         $  (349,530)
                                                                   ===========          ===========


         Basic and Diluted Net Loss Per Share as Reported          $      (.02)         $      (.05)
         Basic and Diluted Pro Forma Net Loss Per Share            $      (.02)         $      (.05)
</TABLE>

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

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


3.       RESTATEMENT

         As a  result  of  certain  adjustments  to the  Company's  consolidated
         financial  statements  for the year ended December 31, 2002 included in
         its 10-KSB  filed with the  Securities  and  Exchange  Commission,  the
         Company  will be  amending  its two  Quarterly  Reports on Form  10-QSB
         included in that period as soon as practicable.

         Since the Company was  privately  held during the entire  quarter ended
         March 31, 2002,  there was no quarterly report required to be filed for
         that period.  However,  the Company's  historical  data for the quarter
         ended March 31, 2002 was  included in its Form 8K/A filed on  September
         13, 2002 with the  Securities and Exchange  Commission.  The historical
         amounts have been restated to reflect an adjustment,  which consists of
         an  increase in general  and  administrative  expenses of $61,096 and a
         corresponding increase in net loss over that as previously reported due
         to variable accounting for certain options issued by the Company during
         the first quarter of 2002.
                                       7

<PAGE>

4.       NEW PRONOUNCEMENT

     On May 15, 2003, the Financial  Accounting Standards Board issued Statement
     of  Financial  Accounting  Standards  (SFAS) 150,  "Accounting  for Certain
     Financial Instruments with Characteristics of Both Liabilities and Equity".
     SFAS 150  establishes  standards for how an issuer  classifies and measures
     certain financial  instruments with characteristics of both liabilities and
     equity. It requires that an issuer classify a financial  instrument that is
     within its scope as a liability (or an asset in some  circumstances).  SFAS
     150  affects  the  issuer's  accounting  for  three  types of  freestanding
     financial instruments.


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

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

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

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

5.       FINANCIAL TRANSACTIONS


         ISSUANCE OF COMMON STOCK, OPTIONS AND WARRANTS

         The following is a summary of common stock  transactions  subsequent to
         December 31, 2002.

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

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

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

                                       8

<PAGE>


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

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

         OTHER FINANCIAL TRANSACTIONS

         During the three  months  ended  March 31,  2003,  the  Company  raised
         additional  working  capital by issuing  notes payable in the amount of
         $107,000 to a company controlled by a shareholder of the Company.

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

6.       SUBSEQUENT EVENTS

         ISSUANCE OF COMMON STOCK, OPTIONS AND WARRANTS

         In April 2003,  the Company  issued  100,000 shares of its common stock
         for consulting to rendered valued at $15,000.

         In May 2003,  the Company issued 120,000 shares of its common stock for
         past consulting services rendered valued at $9,000.

         In May 2003,  the Company  issued 50,000 shares of its common stock for
         financial advisory services to be rendered valued at $3,750.

         In May 2003,  the Company issued 375,000 shares of its common stock for
         research services to be rendered valued at $28,125.

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

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

         In May 2003,  the Company issued 35,750 shares of its common stock to a
         legal advisor for services to be rendered valued at $3,933.

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

         In June 2003,  the Company  issued  100,000  shares of its common stock
         valued at  $11,000  as a good  faith  advance  for its  acquisition  of
         Nonstock,  Inc.  referred to in Note 5. At closing of the  acquisition,
         the  100,000  shares of its  common  stock  will be  deducted  from any
         consideration  paid to the  sellers of  Nonstock.  The shares will only
         vest upon closing of the  acquisition or if the Company  decides not to
         pursue the  acquisition.  The closing of this acquisition is contingent
         upon acceptable due diligence,  acceptable  financing and an acceptable
         definitive agreement.


                                       9

<PAGE>

         OTHER FINANCIAL TRANSACTIONS

         On  April  3,  2003,  the  Company  entered  into an  agreement  with a
         consulting firm for the purpose of providing the Company with strategic
         planning   and   marketing   consulting   services.   As  part  of  the
         consideration for this agreement,  the Company issued 100,000 shares of
         its common  stock  valued at  $15,000 in April,  2003 and has agreed to
         issue an  additional  100,000  shares of  common,  subject  to  certain
         contingencies  at  future  dates.  The  value  of  the  services  to be
         performed in the future will be  determined  at the market price of the
         common stock on the date of issuance.

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

         LEGAL PROCEEDINGS

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





                                       10


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America  for  interim  financial  information,  without  being
audited,  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.  Accordingly,  they  do  not  include  all of  the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary to make the financial  statements not  misleading  have been included.
Operating  results for the three months ended March 31, 2003 are not necessarily
indicative  of the result that may be expected for the year ending  December 31,
2003. The unaudited condensed  consolidated  financial statements should be read
in conjunction with the consolidated financial statements and footnotes included
in the Company's  Annual  Report on Form 10-KSB for the year ended  December 31,
2002.

As a result of  certain  adjustments  to the  Company's  consolidated  financial
statements  for the year ended  December  31, 2002  included in its 10-KSB filed
with the  Securities and Exchange  Commission,  the Company will be amending its
two  Quarterly  Reports  on  Form  10-QSB  included  in that  period  as soon as
practicable.

Since the Company was privately  held during the entire  quarter ended March 31,
2002,  there was no  quarterly  report  required  to be filed  for that  period.
However,  the Company's historical data for the quarter ended March 31, 2002 was
included in its Form 8K/A filed on September  13, 2002 with the  Securities  and
Exchange  Commission.  The  historical  amounts have been restated to reflect an
adjustment, which consists of an increase in general and administrative expenses
of $61,096  and a  corresponding  increase  in net loss over that as  previously
reported due to variable  accounting  for certain  options issued by the Company
during the first quarter of 2002.



RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 VS. MARCH 31, 2002 (AS RESTATED)

For the three months ended March 31, 2003,  a21, Inc. (the "Company") was in the
development stage as it was last year for the three months ended March 31, 2002,
while  the  Company  built  its  business  plan,  raised  capital,  recruited  a
management team, and reviewed potential  acquisitions.  Research and development
costs for this  quarter were $0 compared to $41,861 in the first  quarter  2002.
The decrease is attributable to more focus on seeking  acquisitions  and less on
building   internal   infrastructure.   The   Company   incurred   general   and
administrative  costs of $237,530 for the quarter  ended March 31, 2003 compared
to general and administrative costs of $280,232 during last year's corresponding
quarter.  The reduction in general and  administrative  costs is a result of the
Company  reducing  its  personnel   overhead  in  the  first  quarter  of  2003.
Depreciation  expense  for the three  months  ended  March 31,  2003 was $12,725
compared to $14,576 for the three months ended March 31, 2002.  The reduction in
depreciation  expense is a result of no acquisitions  of additional  depreciable
assets and the  complete  depreciation  of some  assets in the first  quarter of
2003. As a result of the  foregoing,  the Company's  operating loss decreased to
$275,738  as  compared  to an  operating  loss of  $349,530  during  last year's
corresponding  quarter.  Interest  expense for the three  months ended March 31,
2003 was $25,483  compared to $12,861 for the three months ended March 31, 2002.
The increase in the interest  expense is a result of the  Company's  increase in
cost of its short term debt.

                                       11

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

During the three  month  period  ended March 31,  2003,  the  Company's  working
capital  deficit  increased  by  $178,303  from a  working  capital  deficit  of
$1,059,793  at December 31, 2002,  to a deficit of $1,238,096 at March 31, 2003.
At March 31, 2003, cash totaled $37,775.  Accounts payable  decreased by $11,344
from December 31, 2002. Accrued expenses, accrued wages, payroll taxes and other
current liabilities increased by $111,832 from December 31, 2002.

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

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

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

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

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

                                       12

<PAGE>

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

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

During the three month period ended March 31, 2003,  the Company  raised working
capital  through  the  issuance  of  $107,000  in  notes  payable  to a  company
controlled by a shareholder. The Company also issued 50,000 shares of its common
stock for services  valued at $15,000 and 130,000 shares for services  valued at
$20,475.


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 the m 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.

                                       13

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES

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

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

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

In February  and March 2003,  the Company  granted  warrants to purchase  57,000
shares of its  common  stock  valued at $0.30 per share in  connection  with the
issuance of $57,000 in notes  payable to a company  controlled by a director and
shareholder of the Company.

In March 2003,  the Company  granted  warrants to purchase  50,000 shares of its
common  stock  valued at $0.20  per share in  connection  with the  issuance  of
$50,000 in notes payable to a company  controlled by a director and  shareholder
of the Company.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

                                       14

<PAGE>

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 did not file a Report on Form 8-K during the quarter  ended
         March 31, 2003; however, the Company filed a Current Report on Form 8-K
         on May 6, 2003 as amended by Form 8-K/A filed May 7, 2003 with  respect
         to Item 4.

                                       15

<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: June 19, 2003                  By: /s/ Haim Ariav
                                         -------------------------------
                                         Haim Ariav.
                                         President (Principal Executive Officer)


Date: June 19, 2003                  By: /s/ Albert Pleus
                                         -------------------------------
                                         Albert Pleus
                                         Chairman (Principal Accounting and
                                           Financial Officer)

                                       16

<PAGE>



 CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
 OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Haim Ariav, Principal Executive Officer, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB 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 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 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 functions):

           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  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.

                                        By:    /s/    HAIM ARIAV
                                               -----------------
                                               HAIM ARIAV
                                               President and Principal Executive
                                               Officer

June 19, 2003


                                       17

<PAGE>



 CERTIFICATION PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I,

Albert H. Pleus, Principal Financial Officer, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB 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 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 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 functions):

           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  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.


                                        By:    /s/  ALBERT H. PLEUS
                                               ----------------------
                                               ALBERT H. PLEUS
                                               Chairman and Principal Financial
                                               Officer

June 19, 2003