<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
                                  JUNE 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 June 30, 2002         3

             Condensed  Consolidated  Statements  of  Operations  for the
             three  and six  months  ended  June  30,  2002  and June 30,
             2001,and  the  period  from  September  19,  2000  (Date  of
             Inception) to June 30, 2002                                      4

             Condensed  Consolidated  Statements of Cash Flows for months
             ended June 30, 2002 and June 30,  2001,  and the period from
             September 19, 2000 (Date of Inception) to June 30, 2002          5

             Notes to Condensed Consolidated Financial Statements             6


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

  PART II.   OTHER INFORMATION                                               12

  Item 1.    Legal Proceedings                                               12

  Item 2.    Changes in Securities and Use of Proceeds                       12

  Item 3.    Default Upon Senior Securities                                  12

  Item 4.    Submission of Matters to a Vote of Security Holders             12

  Item 5.    Other Information                                               12

  Item 6.    Exhibits and Reports on Form 8-K                                12

             SIGNATURES                                                      13



                                        2


<PAGE>



                           A21, INC. AND SUBSIDIARIES
                        (A Development Stage Enterprise)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>



                                     ASSETS
<S>                                                                               <C>
CURRENT ASSET:
  CASH                                                                            $             87,807
                                                                                  --------------------

PROPERTY AND EQUIPMENT - net                                                                    76,726
WEBSITE DEVELOPMENT COSTS                                                                      810,595
INVESTMENT                                                                                     190,000
OTHER ASSETS                                                                                     1,653
                                                                                  ---------------------
                                                                                  $           1,166,781
                                                                                  =====================

            LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Accounts payable                                                            $            324,160
      Accrued wages and payroll taxes                                                        1,582,433
      Accrued expenses and other current liabilities                                           215,484
      Notes payable - shareholders                                                             269,500
      Convertible notes payable                                                                365,000
                                                                                  ---------------------
        TOTAL CURRENT LIABILITIES                                                            2,756,577
                                                                                  ---------------------

COMMITMENT AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
      Preferred stock, $.001 par value,  100,000 shares authorized,
        no shares issued and outstanding                                                             -
      Common stock, $.001 par value,  100,000,000 shares authorized,
        14,779,268 shares issued and 11,099,493  outstanding                                    11,099
      Treasury stock (at cost, 3,679,775 shares)                                                    -
      Additional paid-in capital                                                             1,975,547
      Deficit accumulated during the development stage                                      (3,576,442)
                                                                                  ---------------------
        TOTAL SHAREHOLDERS' DEFICIT                                                         (1,589,796)
                                                                                  ---------------------
                                                                                  $           1,166,781
                                                                                  =====================

</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>



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



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

EXPENSES:
    Research and development                       54,118          56,833          95,979         96,796              354,557
    General and administrative(including
      noncash expenses of $385,070, and
      $446,166 in 2002, respectively,
      $0 in 2001 and $446,166 cumulatively)       843,939         325,738       1,124,171        646,919            3,059,715
    Depreciation and amortization                  14,578          14,400          29,154         28,799              104,990
    Interest expense, net                          18,275           5,678          31,136          7,725               57,180
                                              ------------   -------------    ------------  -------------  -------------------
       TOTAL EXPENSES                             930,910         402,649       1,280,440        780,239            3,576,442
                                              ------------   -------------    ------------  -------------  -------------------

NET LOSS                                    $    (930,910) $     (402,649)   $ (1,280,440) $    (780,239) $        (3,576,442)
                                              ============   =============    ============  =============  ===================
NET LOSS PER SHARE, BASIC AND DILUTED       $       (0.09) $        (0.07)   $      (0.15) $       (0.13)
                                              ============   =============    ============  =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED          10,174,109       6,028,667       8,728,492      6,050,678
                                              ============   =============    ============  =============

</TABLE>



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

                                        4


<PAGE>



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



<TABLE>
<CAPTION>
                                                                                                       Cumulative During
                                                                                                     the Development Stage
                                                                    Six months ended June 30,         (September 19, 2000
                                                                 ---------------------------------
                                                                       2002              2001            June 30, 2002)
                                                                 ---------------   ---------------   ----------------------
<S>                                                              <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                      $   (1,280,440)   $     (780,239)   $          (3,576,442)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
      Depreciation and amortization                                      29,154            28,799                  104,990
      Write-off of advance to shareholder                                     -                 -                  161,618
      Common stock issued for services and compensation                 207,000            10,000                  234,250
      Compensation from issuance of options                             446,166                 -                  446,166
   Changes in current assets and liabilities:
     Rent deposits                                                            -                 -                   (1,653)
     Advances to shareholders                                                 -          (145,174)                (161,618)
     Accounts payable                                                    31,063            36,758                  324,161
     Accrued wages and payroll taxes                                    440,243           501,061                1,582,434
     Accrued expenses and other current liabilities                      74,980             8,929                  215,484
                                                                 ---------------   ---------------   ----------------------
 NET CASH USED IN OPERATING ACTIVITIES                                  (51,834)         (339,866)                (670,611)
                                                                 ---------------   ---------------   ----------------------
 CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                                    -            (4,245)                 (13,631)
     Website development                                               (240,763)         (312,447)                (810,595)
                                                                 ---------------   ---------------   ----------------------
 CASH USED IN INVESTING ACTIVITIES                                     (240,763)         (316,692)                (824,226)
                                                                 ---------------   ---------------   ----------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from  notes payable                                       195,000           330,000                  334,500
     Repayment of notes payable                                         (65,000)                -                  (65,000)
     Proceeds from convertible notes payable                                  -                 -                  196,915
     Proceeds from exercised warrants for common stock                   37,500                 -                   37,500
     Sales of common stock                                              203,000                 -                  278,729
     Sales of preferred stock                                                 -           325,000                  800,000
                                                                 ---------------   ---------------   ----------------------
 NET CASH PROVIDED BY FINANCING ACTIVITIES                              370,500           655,000                1,582,644
                                                                 ---------------   ---------------   ----------------------
 NET INCREASE (DECREASE) IN CASH                                         77,903            (1,558)                  87,807

 CASH AT BEGINNING OF YEAR                                                9,904           178,757                        -
                                                                 ---------------   ---------------   ----------------------
 CASH AT END OF PERIOD                                           $       87,807    $      177,199    $              87,807
                                                                 ===============   ===============   ======================

      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   NON-CASH FINANCING AND INVESTING ACTIVITIES:
        Issuance of common stock for investment in
              AdPad preferred stock                              $      100,000    $            -    $             190,000
                                                                 ===============   ===============   ======================
       Issuance of common stock for property and equipment       $            -    $      168,085    $             168,085
                                                                 ===============   ===============   ======================

</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
                         SIX MONTHS ENDED JUNE 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
six months ended June 30, 2002 are not necessarily indicative of the result that
may be expected for the year ending  December 31, 2002. The unaudited  Condensed
Consolidated financial statements should be read in conjunction with the audited
financial statements and footnotes for the year ended December 31, 2001 included
in an 8-K/A filed on September 13, 2002.

2. FINANCIAL TRANSACTIONS

                               REVERSE ACQUISITION

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 87.43%
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 3 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,  represent 83.27% 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 of Agence.

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

The exchange will be 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 will 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 wholly owned subsidiaries of Saratoga.

                                        6


<PAGE>



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

                 ISSUANCE OF COMMON STOCK, OPTIONS AND WARRANTS

In April 2002, Agence issued 1,000,000 shares of common stock  (pre-acquisition)
to  certain  advisors  of  Agence  in  exchange  for  83,334  shares of Series A
Preferred  Stock  of  AdPads  Corporation  held by the  advisors.  The  Series A
Preferred Stock is convertible into 10,000,080  shares of common stock of AdPads
Corporation. Agence valued the consideration received at a $50,000 cost based on
the estimated fair market value of Agence's common stock.

In April  2002,  warrants  were  exercised  for 750,000  shares of common  stock
(pre-acquisition)  of Agence at $.05 per share.  Agence received $37,500 in cash
as consideration.

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.

                              ADDITIONAL FINANCING

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

3. RESTATEMENT

The Company has restated its condensed  financial  statements  for the three and
six months ended June 30, 2002 and the  cumulative  amounts from  September  19,
2000 through June 30, 2002 from its 10-QSB as originally  filed.  The effects of
this restatement was to increase selling,  general and  administrative  expenses
for noncash  compensation expense due to variable accounting for certain options
issued by the Company by $385,070  for the three  months,  $446,166  for the six
months and for the cumulative period, with a corresponding  increase to net loss
and cumulative net loss as previously  reported.  The effect of the  restatement
was to  increase  three  months  basic and  diluted  loss per share by $0.04 and
increase six months basic and diluted loss per share by $0.05.


4. SUBSEQUENT EVENTS

                            CONVERTIBLE NOTES PAYABLE

In August 2002, per the agreements,  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 post acquisition common stock of a21, Inc.

                               OTHER NOTES PAYABLE

In August 2002,  the Company  entered into  agreements to convert  certain other
notes payable in the amount of $130,000,  plus accrued interest of $20,618, into
251,031  shares of post  acquisition  common  stock of a21,  Inc.,  based on the
estimated fair market value of the shares.

                                        7


<PAGE>



                 ISSUANCE OF COMMON STOCK, OPTIONS AND WARRANTS

In  July  2002,   the  Company   issued   50,000  shares  of  its  common  stock
(post-acquisition)  to the Company's primary legal professionals for services to
the Company  valued at $43,000 based on the  estimated  fair market 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  (post-acquisition)  and has  agreed  to  issue an
additional 100,000 shares of common stock (post-acquisition), subject to certain
contingencies  at future dates. The cost of the services to be performed will be
determined  at the market price of the common stock on the date of issuance.  In
addition, the Company has agreed to issue warrants to purchase 200,000 shares of
the Company's  common stock  (post-acquisition)  at exercise prices ranging from
$1.25 to $1.75 per share.

The Company  adopted 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.

                                        8


<PAGE>



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

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 87.43% 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 3 shares of
the Agence for each share of common stock of Saratoga  held by A21  Acquisition.
The total  shares  issued  to  Agence's  shareholders,  9,245,343  shares,  will
represent  83.27% 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 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 owned 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
wholly owned subsidiaries of a21, Inc., formerly known as 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 JUNE 30, 2002 VS. JUNE 30, 2001

For the three months ended June 30, 2002, Agence21,  Inc. (the "Company") was in
the  development  stage as it was last year for the period  ended June 30, 2001,
while  the  Company  built  its  business  plan,  raised  capital,  recruited  a
management   team,  and  sources  for  potential   acquisitions.   Research  and
development costs for this quarter were $54,118 compared to $56,833 in 2001. The
Company  incurred  general  and  administrative  costs  of  $843,939  and had an
operating loss of $930,910 this quarter  compared to general and  administrative
costs  of  $325,738  and an  operating  loss  of  $402,649  during  last  year's
corresponding quarter.  Depreciation expense for the three months ended June 30,
2002 was $14,578  compared to $14,400 for the three  months ended June 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  $385,070,  an increase in legal and other  professional  fees
associated with the reverse  acquisition during the period as well as continuing
operations, an increase in interest expense.

                                        9

<PAGE>



                SIX MONTHS ENDED JUNE 30, 2002 VS. JUNE 30, 2001

For the six months ended June 30, 2002, the Company was in the development stage
as it was last year for the six months  ended June 30,  2001,  while the Company
built its  business  plan,  raised  capital,  recruited a management  team,  and
sourced for  potential  acquisitions.  Research  and  development  costs for the
current  six-month  period were  $95,979  compared  to $96,796 in the  six-month
period  in 2001.  The  Company  incurred  general  and  administrative  costs of
$1,124,171  and had an  operating  loss of  $1,280,440  for the  current  period
compared to general and  administrative  costs of $646,919 and an operating loss
of $780,239 during last year's period.  Depreciation  expense for the six months
ended June 30,  2002 was $29,154  compared  to $28,799 for the six months  ended
June 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  $446,166,  an increase in legal and other
professional fees associated with the reverse  acquisition  during the period as
well as continuing operations, an increase in interest expense.


LIQUIDITY AND CAPITAL RESOURCES

During the six month period ended June 30, 2002, the Company's  working  capital
decreased by $598,381 from a working  capital  deficit of $2,070,389 at December
31, 2001, to a deficit of  $2,668,770  at June 30, 2002. At June 30, 2002,  cash
totaled  $87,807.  Accounts payable  increased by $31,063.  Accrued expenses and
other  current  liabilities  increased  by $515,223,  reflecting  an increase in
accrued payroll and other expenses.

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 an inability to pay its obligations from time to time in 2002. 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,  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.
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.

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 June 30, 2002, the Company raised a total of
$290,500:   $203,000   through   the   issuance   of   345,000   common   shares
(post-acquisition),  $37,500  through  the  issuance  of 750,000  common  shares
(pre-acquisition),  and $50,000 in notes with shareholders and affiliates of the
Company. In March 2002, the Company also issued 1,000,000 shares of common stock
(pre-acquisition)  to certain  advisors of the  Company in  exchange  for 83,334
shares of Series A Preferred Stock of AdPads  Corporation  held by the advisors.
The Series A Preferred  Stock is convertible  into  10,000,080  shares of common
stock of AdPads Corporation.  The Company has valued the consideration  received
at $50,000.  During the three months ended June 30, 2001,  the Company  raised a
total of  $155,000:  $130,000  in notes from  shareholders  of the  Company  and
$25,000 by issuing 50,000 shares of its $.001 par value preferred stock.

                                       10


<PAGE>



During the six month period ended June 30, 2002,  the Company  raised a total of
$435,500:    $203,000   though   the   issuance   of   345,000   common   shares
(post-acquisition),  $37,500  through  the  issuance  of 750,000  common  shares
(pre-acquisition), and $195,000 in notes with shareholders and affiliates of the
Company.  In March and April 2002, the Company issued 2,000,000 shares of common
stock  (pre-acquisition)  to certain  advisors of the  Company in  exchange  for
166,668  shares of Series A Preferred  Stock of AdPads  Corporation  held by the
advisors.  The Series A Preferred Stock is convertible into 20,000,160 shares of
common  stock of AdPads  Corporation.  The Company has valued the  consideration
received at $100,000.  During the six months  ended June 30,  2001,  the Company
raised a total of $655,000:  $330,000 in notes from  shareholders of the Company
and $325,000 by issuing 550,000 shares of its $.001 par value preferred stock to
investors.

In  December  2001,  the  Company  issued  3,000,000  common  shares  to  AdPads
Corporation  ("AdPads")  in exchange  for  125,000  shares of Series B Preferred
stock of AdPads Corporation, which are convertible into 400 AdPads common shares
for every Series B Preferred  share.  Three of the  executives  of AdPads became
advisors to the Company.  In March and April of 2002,  two of the  executives of
AdPads  became  shareholders  of the  Company.  In  February  2002,  the Company
borrowed  $120,000  from AdPads,  which is due  December  31, 2002,  and accrues
interest at 14% per annum.  In February  2002,  the Vice Chairman of the Company
became an executive of a subsidiary of AdPads and later became a shareholder. In
March of 2002,  the  Chairman  of the  Company  became a member  of the Board of
Directors and a shareholder of AdPads.

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.

                                       11


<PAGE>





PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not Applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3. DEFAULT UPON SENIOR SECURITIES.

Not Applicable.

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

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

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.

                                       12



<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)




                                       13

<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  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)


                                       14

<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  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





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



                                       15

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